This Agreement provides a general description of the Services Sul Payments may provide to you, including those allowing you to accept payments from purchasers of your goods or services (your “Customers”). We provide you with a more detailed description of the Services through published software libraries and application programming interfaces that may be used to access the Services (the “API”) and additional resources we make available to you on our website and or via email.
Before using the Services, you must register with Sul Payments and create an account (a “Sul Payments Account”) and accept this agreement and its content.
a. Registration and Permitted Activities: Only businesses (sole proprietors or registered companies), are eligible to open a Sul Payments Account to use the Services described in this Agreement.
To register for a Sul Payments Account, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, physical address, email, phone number, business identification number, URL, the nature of your business or activities, and certain other information about you that we require. We may also collect personal information (including name, birthdate, and government-issued identification number, bank account information) about your beneficial owners, principals, and your Sul Payments Account representative. Until you have submitted, and we have reviewed and approved all required information, your Sul Payments Account will be available to you to accept payments up to a certain amount before a full verification is made and therefore the account is marked as verified where no limits shall apply to amounts being paid out.
b. Business Representative: You and your Representative individually affirm to Sul Payments that your Representative is authorized to provide the information described in this Section on your behalf and to bind you to this Agreement. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority. Without the express written consent of Sul Payments, neither you nor your Representative may register or attempt to register for a Sul Payments Account on behalf of a user of Sul Payments previously terminated from use of the Services.
If you are an individual trader, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement.
c. Validation and Underwriting: At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative’s identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals. If you use Payment Services, we may also request that you provide copies of financial statements or records pertaining to your compliance with this Agreement, or require you to provide a personal or company guarantee. Your failure to provide this information may result in suspension, stop issuing Payouts temporarily or termination of your Sul Payments Account.
You authorize us to retrieve information about you from our service providers, including credit and information bureaus. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your Sul Payments Account. Sul Payments may periodically update this information as part of our underwriting criteria and risk analysis procedures.
d. Changes to Your Business, keeping your Sul Payments Account Current: You agree to keep the information in your Sul Payments Account current. You must promptly update your Sul Payments Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. When updating your account information, we may need to request additional documents and stop payouts until all information is verified again. We may suspend your Sul Payments Account, stop Payouts or terminate this Agreement if you fail to keep this information current.
You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary insolvency petition or proceeding, receivership, bankruptcy, or similar action; there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, or levy against 25% or more of your total assets.
You may only use the Services for legitimate Transactions with your Customers. You know your customers better than we do, and you are responsible for your relationship with them. Sul Payments is not responsible for the products or services you publicize or sell, or that your customers purchase using the Services; or if you accept, for your communication to your customers of the intended use of such. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your customers.
Sul Payments provides Services to you but we have no way of knowing if any particular purchase, sale, order, or other transaction (each a “Transaction”) is accurate or correct, or typical for your business. You are responsible for knowing whether a Transaction initiated by your customer is erroneous (such as a customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact your customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.
Sul Payments will provide the Services to you at the rates and for the fees (“Fees”) described in the agreement you have negotiated. The Fees include charges for Transactions (such as processing a payment) and for other events connected with your Sul Payments Account (such as handling a disputed charge). We may revise the Fees at any time. However, we will provide you with at least 30 days’ advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).
In addition to the Fees, you are also responsible for any penalties or fines imposed in relation to your Sul Payments Account by Sul Payments, Sul Payments affiliates, any bank, money services business, payment network, financial institution or other financial intermediary (each a “Financial Services Provider”) resulting from your use of Payment Services in a manner not permitted by this Agreement or a Financial Services Provider’s rules and regulations.
If you do not understand the Fee Schedule or you have a question about Fees, please contact us.
We will provide you with support to resolve general issues relating to your Sul Payments Account and your use of the Services. This support includes resources and documentation that we make available to you through the current versions of Sul Payments’, API documentation, and other pages on our website and or email (collectively, “Documentation”). The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact us.
You are solely responsible for providing support to Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities. We are not responsible for providing support for the Services to your Customers with the exception of KYC and Risk Management where Sul Payments will directly communicate with customers.
Our fees are exclusive of any applicable sales or value-added tax, except as expressly stated to the contrary. You have sole responsibility and liability for: (i) determining what, if any, taxes or fees apply to the sale of your products and services, or payments you receive in connection with your use of the Services (“Taxes”); and (ii) assessing, collecting, reporting, and remitting Taxes for your business to the appropriate tax and revenue authorities. If we are required to withhold any Taxes, including where we are unable to validate any tax-related identification information you provide us, we may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. Upon our reasonable request, you must provide accurate information regarding your tax affairs.
We may send documents to you and tax authorities for Transactions processed using the Services. You agree that we may send you any tax-related information electronically.
a. Compliance with Applicable Laws: You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
b. Restricted Businesses and Activities: You may not use the Services, for your benefit or the benefit of another, for any activities Sul Payments has identified as a restricted business or activity (collectively, “Restricted Businesses”). Restricted Businesses include use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States or the European Union.
Please review the list of Restricted Businesses thoroughly before registering for and opening a Sul Payments Account. If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact us. We may add to or update the Restricted Business List at any time.
c. Other Restricted Activities: You may not use the Services to facilitate illegal Transactions or to permit others to use the Services for noncommercial, personal, or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public Sul Payments systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the Services with no added value to Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (ix) impose an unreasonable or disproportionately large load on the Service.
We may refuse, condition, or suspend any Transactions that we believe (i) may violate this Agreement or other agreements you may have with Sul Payments; (ii) are unauthorized, fraudulent or illegal; or (iii) that expose you, Sul Payments, or others to risks unacceptable to Sul Payments. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Sul Payments Account, your customers, and Transactions made through your use of the Services.
a. Consent to Electronic Disclosures and Notices: By registering for a Sul Payments Account, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from Sul Payments (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.
b. Methods of Delivery: You agree that Sul Payments can provide Notices regarding the Services to you through our website or through the Dashboard (as defined below), or by mailing Notices to the email or physical addresses identified in your Sul Payments Account. Notices may include notifications about your Sul Payments Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.
c. Requirements for Delivery: It should come as no surprise to you that you will need a computer or mobile device, Internet connectivity, and an updated browser to access your Dashboard and review the Notices provided to you. If you are having problems viewing or accessing any Notices, please contact us and we can find another means of delivery.
d. Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your Sul Payments Account.
a. Term and Termination: This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or Sul Payments. You may terminate this Agreement by communicating to Sul Payments via email or contact information. If you use the Services again or register for another Sul Payments Account, you are consenting to this Agreement. We may terminate this Agreement or close your Sul Payments Account at any time for any reason by providing you Notice. We may suspend your Sul Payments Account and your ability to access funds in your Sul Payments Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Services because of significant fraud or credit risk, or any other risks associated with your Sul Payments Account; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; or (iii) any Law or Financial Services Provider requires us to do so.
b. Effects of Termination: Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to (i) complete all pending Transactions, (ii) stop accepting new Transactions through the Service, and (iii) immediately remove all Sul Payments or payment network logos from your website (unless permitted under a separate license with the payment network). Your continued or renewed use of the Services after all pending Transactions have been processed serves to renew your consent to the terms of this Agreement. If you terminate this Agreement, we will pay out any remaining funds owed to you in accordance with the section payment service agreement.
In addition, upon termination you understand and agree that (i) all licenses granted to you under this Agreement will end; (ii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and (iii) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.
Sul Payments provides you Payment Services directly or through various Financial Services Providers. Payment Services allow you to accept payment from your Customers for Transactions. We may limit or refuse to process Charges (as defined below) for any Restricted Businesses, or for Charges submitted in violation of this Agreement. To use the Payment Services, you must also accept separate agreements with the Financial Services Providers as described in Section 5.
Some of the Payment Services offered by Sul Payments are services that may only be provided by an authorized payment services provider (“Authorized Payment Services”). To the extent that you acquire Authorized Payment Services, the services may be provided by Sul Payments Lithuania Ltd. Sul Payments Lithuania terms will apply.
The following terms used in this section relate to your use of Payment Services:
The “Three-Domain Secure” protocol developed by Visa International Inc. (Visa) branded as “Verified by Visa” and “MasterCard Secure Code” developed by MasterCard International Inc. (MasterCard), including successive versions thereof and any amendments thereto.
A financial institution that is authorized by a Scheme Owner to enable the use of a Payment Method by accepting Transactions from merchants on behalf of the Scheme Owners.
Acquiring via Sul Payments
Use of a Payment Method via Sul Payments where Sul Payments acts as the Acquirer or Sul Payments contracts with the relevant third-party Acquirer on behalf of the Merchant to enable the use by Merchant of such Payment Method.
Sul Payments AG, a company registered with the Swiss Chamber of Commerce under number CHE-278.241.625
Application Programming Interface consisting of a direct secured internet connection between the Merchant’s site and the Adyen environment via which Payment Details are sent.
The process whereby an Account Holder (or Merchant on Account Holder’s behalf) requests permission for a Payment Method to be used for a purchase of Merchant’s Service or Product. “Authorized” shall have the corresponding meaning.
The bank account held by an Eligible Merchant with Sul Payments on which funds owed by Sul Payments to the Eligible Merchant (credit) or by the Eligible Merchant to Sul Payments (debit) are administered and on which Sul Payments will Settle the funds for Transactions validly processed for the Merchant.
A day other than a Saturday or Sunday on which banks are open for business in Switzerland.
The period in which an Authorized Transaction can be Captured. The Capture Period varies per Payment Method.
The confirmation by (or on behalf of) the Merchant to the Acquirer that a Transaction for which Merchant received an Authorization is to be executed and the Account of the Account Holder is to be charged for the Transaction. “Captured” shall have the corresponding meaning.
Any form of Credit Card or Debit Card, which may be used by a Cardholder to carry out a Transaction on a Cardholder’s account.
Card Association / Card scheme
Visa, MasterCard, Discover or comparable bodies which provide Cards.
Card Verification Method / CVM Code
The 3- or 4-digit numeric code that is printed on a Card. This code is known as: for Visa: CVV2; for MasterCard: CVC2; for American Express and Discover: CID. Collectively referred to as CVM Code.
Any person who is issued a Card and possesses and uses a Card and, where required on the Card, whose signature appears on the Card as an authorized user.
A Transaction which is successfully charged back on request of the Account Holder or the Issuer pursuant to the relevant Scheme Rules resulting in a cancellation of a Transaction in respect of which a Merchant has been paid or was due to be paid. If a Chargeback occurs for a Transaction in respect of which Merchant already received Settlement of the related funds, this results in the unconditional obligation for the Merchant to immediately return the Settled funds to Sul Payments, to enable Sul Payments to return such funds to the Scheme Owner or Acquirer
Charge means a credit or debit instruction to capture funds from an account that a Customer maintains with a bank or other financial institution in connection with a Transaction.
The fee charged by Sul Payments to the Merchant in respect of a Chargeback.
Any form of credit card, which permits or enables Transactions on a Cardholder’s account.
Contact Person / Representative
The person that is authorized to operate the Sul Payments account on behalf of the company registered.
The secured interface on Sul Payments website where Merchants can review and operate on their Transactions, profile and settings and find usage instructions, information regarding the Services and the Payment Methods.
Means an instruction initiated by a Customer with a Financial Services Provider or us to return funds for an existing Charge (including a chargeback on a payment card network; or dispute on a debit network).
Any form of debit card, which permits or enables Transactions on a Cardholder’s account.
The date on which the complete Merchant Product and/or Merchant Service is delivered to the Account Holder who paid for the corresponding Transaction.
A sum of money held by Sul Payments, withheld by Sul Payments from funds to be Settled to the Merchant and/or separately deposited with Sul Payments by the Merchant on Sul Payments ‘s request as security for Chargebacks, Fines and fees due to Sul Payments.
A Transaction by an Account Holder where said Account Holder is not physically present at the point of sale at the time of the Transaction, and the Payment Details are presented to the Merchant or Sul Payments by the Account Holder by means of secure Internet communications.
Any fine, uplifted service fee or other additional payment as imposed by the Scheme Owners and/or Acquirers to the Merchant and/or Sul Payments, as a result of situations such as, but not limited to, breach of Scheme Rules by the Merchant or caused by the Merchant, excessive fraud levels or excessive Chargeback levels.
Hosted Payment Pages
The Payment Interface where an Account Holder is redirected from the Merchant shopping site to a payment site hosted by Sul Payments, on which the Payment Details are entered by the Account Holder.
The fee(s) set and charged by the Card Schemes (and in part passed on to the relevant Issuer) for processing and settlement of a Card Transaction. This fee shall include the assessment fees and any other scheme fees charged by the Card Scheme for the particular Transaction
Issuer / Issuing Bank
An institution that issues Payment Methods to the Account Holder and whose name appears on the Card or bank account statement as the Issuer or who enters into a contractual relationship with the Account Holder with respect to the Payment Method.
The company entering into a Merchant Agreement with Sul Payments and for which Sul Payments processes Transactions related to the Merchant Service and Merchant Products.
The agreement between Sul Payments and the Merchant for the provision of the Services to Merchant, including the Terms and Conditions and all Schedules and other documents appended thereto by reference.
Merchant Product / Merchant Service
A product/service which the Merchant is selling and for which Transactions are processed.
MO/TO or Mail Order/Telephone Order Transaction
A Transaction by an Account Holder where the Account Holder is not physically present at the point of sale at the time of the Transaction, and the Payment Details are presented to the Merchant by the Account Holder by means of mail (not email), fax or telephone.
MSC / Merchant Service Charge
The fee that Sul Payments charges per Transaction for the use of the relevant Payment Method for that Transaction. This can be a percentage of the Transaction amount, or a fixed fee, or a combination of a percentage and a fixed fee. The Processing Fee is not part of the MSC.
Means the guidelines, bylaws, rules, and regulations imposed by the Financial Services Providers and payment method providers that operate payment methods and networks supported by Sul Payments (including the payment card network operating rules for Visa, MasterCard, or the American Express networks; and the Bacs, CHAPs, and SEPA operating rules).
The Currency in which the Transaction is originally offered to the Account Holder.
The Currency in which a Transaction is processed.
The information which makes up a Transaction message which needs to be submitted to the Payment Interface to enable the processing of the Transaction by Sul Payments and to perform fraud checks, including details regarding the Card, the Account Holder, relevant authentication details and the payment amount.
Electronic instruction sent by an Eligible Merchant (or by an authorized third party acting on behalf of Eligible Merchant) to Sul Payments via the Customer Area to transfer funds from the Bank Account to another bank account.
An electronic connection method provided by A Sul Payments to the Merchant for providing the Payment Details for individual Transactions allowing Sul Payments to provide its Services with respect thereto.
A method of enabling payments by Account Holders to merchants such as Cards, online and offline bank transfers and direct debits offered by the Scheme Owners.
The payment of amounts by Sul Payments to the Merchant, owed with respect to settlements received by Sul Payments from Acquirers or Scheme Owners for Transactions validly processed for the Merchant, minus the amounts for Refund and Chargebacks, Transaction Fees and the amounts needed to keep the Deposit on the then current Deposit Level. “Settle” and “Settled” shall have the corresponding meanings.
The payout frequency can be weekly, monthly or on demand, meaning merchant will receive payouts for sales made on the defined timeframe on a weekly basis (every Monday of each month, or on a monthly basis on the 1st of each month) or on demand (when the merchant requests this in case merchant does not wish to receive them weekly or monthly. Should Monday or the 1st be bank holidays in Switzerland https://www.feiertagskalender.ch/index.php?geo=796&jahr=2022&klasse=5&hl=en Sul Payments will release the payout on the next working day. There is also the possibility that for certain business models the payouts will only be issued based on the service date ( should the payment be made for goods or services to be rendered in the future) where Sul Payments will only release the payouts when the service date is reached on the next payout cycle.
Sul Payments Platform
The interface where a SaaS company can monitor and manage website(s) that are processing payments on the Sul Payments Platform.
Sul Payments User
The merchant(s) that is processing payments on the Sul Payments Platform using Sul Payments Interface which is connected to the SaaS Company.
Sul Payments Merchant
The merchant(s) that processes payments on the Sul Payments platform directly contracted with Sul Payments.
The security standards for transmitting, processing or storing card data / payment details, known under the name PCI DSS, as required to be observed under the Scheme Rules of the Card Schemes. (www.pcisecuritystandards.org)
POS / Point of Sale Transaction
Transaction submitted for processing by a Cardholder via a POS Terminal where the Cardholder is physically present at the location of the POS Terminal
Device designed to submit POS Transactions to Sul Payments by reading the relevant data on the Card, registering the approval of the Cardholder for the Transaction, encrypting the Payment Details and sending them via the public internet to Sul Payments for processing.
The fee that Sul Payments charges for each Transaction submitted for processing to the Payment Interface, regardless of the Transaction amount and the type of Payment Method used.
A (partial) reversal of a particular Transaction, whereby the funds are reimbursed to the Account Holder on the initiative or request of the Merchant.
RFI or Request for Information
A request from Scheme Owner or Acquirer received by Sul Payments for more information about a Transaction, made available by Sul Payments to the Merchant in electronic form.
The party offering and/or regulating the relevant Payment Method.
The collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Scheme Owners as may be amended or supplemented over time and with which Merchant must comply when using the relevant Payment Method. As a service Sul Payments endeavors to make up to date versions available of the Scheme Rules applicable to the Merchant via the Customer Area, but only the then current applicable Scheme Rules as issued by the relevant Scheme Owner and/or the relevant Acquirer are binding on Merchant.
The collective set of payment processing, KYC, payment routing, fraud control, reconciliation, reporting, Settlement and/or other services as provided by Sul Payments to the Merchant to enable the Merchant to use Payment Methods to process Transactions, as well as providing a Bank Account to Eligible Merchants and any other services offered by Sul Payments to a Merchant under the Merchant Agreement.
The collective set of programs and data developed and/or operated by Sul Payments as needed to provide the Service to its merchants, including the Payment Interface.
Terms and Conditions
The current version of these terms and conditions of Sul Payments.
An Authorization request of an Account Holder for a payment from the Account Holder to the Merchant submitted by Merchant to Sul Payments.
The sum of Merchant Service Charge (MSC) and Processing Fee.
Uncompleted Order Amount
The total amount of Authorized, Captured and/or Settled Transactions for the Merchant on any point in time, for which the Merchant Products and/or Merchant Services have not been delivered to the relevant Account Holders at that time and/or for which the return rights or order cancellation rights of the Account Holder under the terms and conditions of the Merchant and/or applicable law have not yet lapsed.
From 09:00 CET to 18:00 CET on Business Days in Switzerland, or such other hours as may be published by Sul Payments on the Customer Area.
When you register for a Sul Payments Account, you may be asked for financial information, or information we use to identify you, your Representatives, principals, beneficial owners, and other individuals associated with your Sul Payments Account. Throughout the term of this Agreement, we may share information about your Sul Payments Account with Financial Services Providers in order to verify your eligibility to use the Payment Services, establish any necessary accounts or credit with Financial Services Providers, monitor Charges and other activity, and conduct risk management and compliance reviews. We will review and may conduct further intermittent reviews of your Sul Payments Account information to determine that you are eligible to use the Payment Services. Sul Payments’ use of the information you provide to us under this Agreement is described in more detail in Section D.
Sul Payments is not a bank and we do not accept deposits, provide loans or extend credit. If you accept payment for products or services (including events such as concerts or other performances) not immediately deliverable to the Customer (a “Preorder”), we may, in our sole discretion, initiate Reversals or hold Reserves for all or a portion of the Charges processed by us for a Preorder. If you would like to receive payment for a Preorder, please contact us before doing so.
You may only submit Charges through the Payment Services that are authorized by your customers. To enable us to process Transactions for you, you authorize and direct Financial Services Providers to receive and pay any funds owed to you through the Payment Services, and you appoint Sul Payments as your agent for the purpose of facilitating your receipt of the Payment Services. We will promptly update your Sul Payments Account balance to reflect any Transaction proceeds that we receive on your behalf.
Except where Sul Payments and a Customer have otherwise agreed, you maintain the direct relationship with your customers and are responsible for: (i) acquiring appropriate consent to submit Charges through the Payment Services on their behalf; (ii) providing confirmation or receipts to Customers for each Charge; (iii) verifying Customers’ identities; and (iv) determining a customer’s eligibility and authority to complete Transactions. However, even authorized Transactions may be subject to a Dispute. Sul Payments is not responsible for or liable to you for authorized and completed Charges that are later the subject of a Dispute, Refund, or Reversal, are submitted without authorization or in error, or violate any Laws.
You are immediately responsible to us for all Disputes, Refunds, Reversals, Returns, or Fines regardless of the reason or timing. We may decline to act upon a Refund instruction, or delay execution of the instruction, if: (i) it would cause your Sul Payments Account balance to become negative; (ii) you are the subject of Bankruptcy Proceedings; or (iii) where we otherwise believe that there is a risk that you will not meet your liabilities under this Agreement (including with respect to the Charge that is the subject of the Refund instruction).
We may request additional information to provide to Financial Services Providers to assist you in contesting the Dispute, but we cannot guarantee that your challenge will be successful. Financial Services Providers may deny your challenge for any reason they deem appropriate. Where a challenge is entirely or partially successful, a Financial Services Provider may credit funds associated with the Charge that is the subject of the Dispute (or a portion thereof) to your Sul Payments Account. You may not submit a new Charge which duplicates a Transaction that is subject to a Dispute.
Please keep in mind that you are liable for all losses you incur when lost or stolen payment credentials or accounts are used to purchase products or services from you. Sul Payments does not and will not insure you against losses caused by fraud under any circumstances. For example, if someone pretends to be a legitimate buyer but is a fraudster, you will be responsible for any resulting costs, including Disputes, even if you do not recover the fraudulently purchased product. Even if we work with you to assist you or law enforcement in recovering lost funds, Sul Payments is not liable to you, or responsible for your financial losses or any other consequences of such fraud. We help you mitigate the risk of fraud losses on your Sul Payments Account, and we strongly encourage you to review and use the Security Controls appropriate for your business.
A Financial Services Provider or we may issue a Reversal for any Charge where a Charge is made without the account owner’s authorization, in connection with a Restricted Business, that violates the Network Rules, or for many other reasons. If a Financial Services Provider or we issue a Reversal, we will provide you Notice and a description of the cause of the Reversal.
It is very important to us that your customers understand the purpose, amount, and conditions of Charges you submit to us. With that in mind, when using the Payment Services you agree to: (i) accurately communicate, and not misrepresent, the nature of the Transaction, and the amount of the Charge in the appropriate currency prior to submitting it to the API; (ii) provide a receipt that accurately describes each Transaction to Customers; (iii) provide Customers a meaningful way to contact you in the event that the product or service is not provided as described; (iv) not use Services to sell products or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance; and (v) inform Customers that Sul Payments and its global affiliates process Transactions (including payment Transactions) for you. You also agree to maintain a fair return, refund, cancellation, or adjustment policy, and clearly explain the process by which Customers can receive a refund.
You may use some Payment Services to receive recurring or subscription payments from your customers. If you use the Payment Services to submit these recurring or subscription Charges, you agree to comply with applicable Laws, including clearly informing Customers in advance of submitting the initial Charge that they will be charged on an ongoing basis and explaining the method for unsubscribing or cancelling their recurring billing or subscription.
If you engage in Transactions with Customers who are individuals (i.e. consumers), you specifically agree to provide consumers disclosures required by Law, and to not engage in unfair or deceptive acts or practices.
When accepting payment card payments, you must comply with all Network Rules applicable to merchants, including the Network Rules provided by Visa, MasterCard, and American Express.
These Network Rules state that you may only accept payment for bona fide legal commercial transactions, may only use payment network trademarks or service marks consistent with the Network Rules. The Network Rules for card networks may also limit your ability to discriminate by card type or charge surcharges for acceptance of payment cards.
The payment card networks may amend the Network Rules at any time without notice to you, and Sul Payments reserves the right to change the Payment Services for payment card processing at any time to comply with the Network Rules. We may share the information you provide to us that we use to identify the nature of the products or services with Financial Services Providers, including assigning your business activities to a particular payment network merchant category code (MCC).
Customers typically raise payment card network Disputes (i.e. chargebacks) when a merchant fails to provide the product or service to the Customer, or where the payment card account holder did not authorize the Charge. High chargeback rates (typically those exceeding 1%) may result in your inability to use the Payment Services. Failure to timely and effectively manage Disputes with your Customers may ultimately result in your inability to accept payment cards for your business.
When you accept payment card Transactions, Network Rules specifically prohibit you from (i) providing cash refunds for a Charge on a credit card, unless required by Laws, (ii) accepting cash, its equivalent, or any other item of value for a refund, (iii) acting as a payment intermediary or aggregator, or otherwise reselling Payment Services on behalf of others, (iv) submitting what you believe or know to be a fraudulent Charge, or (v) using Payment Services in a manner that is an abuse of Financial Services Providers’ networks or a violation of Network Rules.
If you misuse the Payment Services for payment card transactions or engage in activity the payment card networks identify as damaging to their brand, or if we are required to do so by Network Rules, we may submit information about you, Representatives, Principals, beneficial owners and other individuals associated with your Sul Payments Account to the MATCH terminated merchant listing maintained by MasterCard and accessed and updated by Visa and American Express, or to the Consortium Merchant Negative File maintained by Discover.
Addition to one of these lists may result in your inability to accept payments from payment cards. You understand and consent to our sharing this information and to the listing itself, and you will fully reimburse us for any losses we incur from third-party claims, and you waive your rights to bring any direct claims against us that result from such reporting.
a. Transfers for Your Payout Account: Transfers may be initiated by you to or from your Sul Payments Account to or from the account with a Financial Services Provider that you designate in the Dashboard (the “Payout Account”). A Positive balance in your Sul Payments Account will result in a Transfer to your Payout Account and negative balance in your Sul Payments Account will result in a Transfer from your Payout Account. All Transfers to your Payout Account will exclude Fees, Fines, and amounts owed to us for any reason. You affirm that you are authorized to initiate Transfers to and from the Payout Account.
We may offer you the ability to have funds settled to your Payout Account in a currency different from the one in which you accepted payment from a customer (“Multi-Currency Processing”). To use this service, you must provide us with a valid Payout Account for each currency for which you request settlement, based on our list of available settlement currencies. We may add or remove currencies from our list of available settlement currencies at any time. If you use Multi-Currency Processing, we will identify at the time of charge (for example, through the API), the conversion rate that will apply to the charge. If you refund a charge, the conversion rate that will apply will be the rate in effect at the time of the refund, not the charge. By submitting a charge or refund for processing you will be deemed to have accepted the rate. You may choose not to use the Multi-Currency Processing service at any time. You may also change the Payout Account information or other settings associated with your use of Multi-Currency Processing, but any such changes will only affect subsequent charges.
The term “Payout Schedule” refers to the time it takes for us to initiate a Transfer to your Payout Account. Your Payout Schedule is specified in the Dashboard. Sul Payments may require a holding period before making an initial Transfer to the Payout Account. After the initial Transfer, we will credit funds to the Payout Account according to the Payout Schedule; however, please be aware that Financial Services Providers, including the institution holding the Payout Account, may delay Transfers for any reason. We are not responsible for any action taken by the institution holding the Payout Account to not credit the Payout Account or to otherwise not make funds available to you as you expected.
We reserve the right to change the Payout Schedule or to suspend Transfers to you. Examples of situations where we may do so are: (i) where there are pending, anticipated, or excessive Disputes, Refunds, or Reversals; (ii) in the event that we suspect or become aware of suspicious activity; or (iii) where we are required by Law or court order. We have the right to withhold Transfers to your Payout Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other legal risks associated with your Sul Payments Account. If we exercise our right to withhold a Payout for any reason, we will communicate the general reason for withholding the Payout and give you a timeline for releasing the funds.
b. Additional Terms: The information required for a Transfer will depend on the Financial Services Provider holding the Payout Account or Recipient Account. Please make sure that any information about the Payout Accounts or Recipient Accounts that you provide to us is correct and accurate. If you provide us with incorrect information (i) you understand that Transfers may be sent to the wrong account and we may not be able to recover the funds from such incorrect Transfers and (ii) you agree that you are solely responsible for any losses you or third parties incur, you will not make any claims against us related to such erroneous Transfers, and you will fully reimburse us for any losses we incur.
All funds resulting from Charges are held in pooled clearing accounts (the “Clearing Accounts”). We will make Transfers to and from the Clearing Accounts in the manner described in this Agreement; however, you have no rights to the Clearing Accounts or to any funds held in the Clearing Accounts, and you are not entitled to draw funds from the Clearing Accounts, and you will not receive interest from funds maintained in the Clearing Accounts.
In certain circumstances, we may require you to place funds in reserve or to impose conditions on the release of funds (each a “Reserve”). We may impose a Reserve on you for any reason if we determine that the risk of loss to Sul Payments, Customers, or others associated with your Sul Payments Account is higher than normal. For example, we may hold a Reserve if: (i) your or your customers’ activities increase the risk of loss to us or to your Customers, (ii) you have violated or are likely to violate this Agreement, or (iii) your Sul Payments Account has an elevated or abnormally high number of Disputes. If we impose a Reserve, we will establish the terms of the Reserve and provide you Notice of the amount, timing, and conditions upon which the funds in the Reserve will be released to you. In many cases, the Reserve amount will be the entire number of Charges processed using the Payment Services. We may change or condition the terms of the Reserve based on our continuous assessment and understanding of the risks associated with your Sul Payments Account if required to do so by Financial Services Providers, or for any other reason. We may fund the Reserve with funds processed through your use of Payment Services, by debiting the Payout Account or another bank account associated with your Sul Payments Account, or by requesting funds directly from you.
To the extent possible, we prefer to identify the necessity for a Reserve in advance of establishing one. If you are concerned that we will impose a Reserve on you due to the nature of your business activities, please contact us before using the Services.
a. Security Interests: You grant us a lien and security interest in all funds processed and deposited into all Payout Accounts or any other bank account associated with your Sul Payments Account, and in any funds processed using the Payment Services. This means that if you have not paid funds that you owe to us, your customers, or to any of our affiliates, we have a right superior to the rights of any of your other creditors to seize or withhold funds owed to you for Transactions that we process through the Services, and to debit or withdraw funds from any bank account associated with your Sul Payments Account. Upon our request, you will execute and deliver any documents and pay any associated fees we consider necessary to create, perfect, and maintain a security interest in such funds.
b. Collection and Set-Off Rights: You agree to pay all amounts owed to us and to our affiliates on demand. Where possible, we will first attempt to collect or set off balances in your Sul Payments Accounts from your use of the Payment Services or from funds that we hold in Reserve. However, we may collect any obligations you owe us under this Agreement from any Payout Account associated with your Sul Payments Account or any commonly-owned Sul Payments Account by deducting or setting off the corresponding amounts from the funds owed to you through your use of the Payment Services, or through a direct debit from any Payout Account identified in your Sul Payments Account or a commonly-owned Sul Payments Account. Your failure to pay amounts owed to us or to our affiliates under this Agreement is a breach and you will be liable for any costs we incur during collection in addition to the amount you owe. Collection costs may include, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest, and any other related cost.
In certain circumstances, we may require a personal, parent, or another guarantee (a “Guarantee”) from a user’s principal, owner, or another guarantor. A Guarantee consists of a legally binding promise by an individual or an entity to pay any amounts the user owes in the event that the user is unable to pay. If we require you to provide us with a Guarantee, we will specifically inform you of the amount of, and the reasons for the Guarantee. If you are unable to provide such a Guarantee when required, you will not be permitted to use the Services.
The Dashboard contains details of Charges, Charge history, and other activity on your Sul Payments Account. Except as required by Law, you are solely responsible for reconciling the information in the Dashboard generated by your use of Payment Services with your records of Customer Transactions, and for identifying any Transaction errors. You agree to review your Sul Payments Account and immediately notify us of any errors. We will investigate and, where appropriate, attempt to rectify any reported errors, including any errors made by Sul Payments or our Financial Services Providers. However, you should be aware that your ability to recover funds you have lost due to a Transaction error may be very limited or even impossible, particularly if we did not cause the error, or if funds are no longer available in any Payout Account or Recipient Account. We will work with you and our Financial Services Providers to correct a Transaction error in accordance with Network Rules; however, if you fail to communicate a Transaction error to us for our review without undue delay and, in any event, within 13 months after you discovered it and flagged it in the Dashboard, you waive your right to make any claim against us or our Financial Services Providers for any amounts associated with the Transaction error.
If you leave any funds dormant in a Sul Payments Account and you do not give us instructions where to send them, we may be required by Law to deem the funds to be abandoned by you, and to deliver them to various government agencies. To the extent required by Law, we will attempt to provide you Notice if we hold funds payable to you in an account beyond the applicable dormancy period for abandoned property. If we are unable to contact you, we will treat the funds in your Sul Payments Account to be abandoned, and will deliver them to the appropriate government authority.
Protecting, securing, and maintaining the information processed and handled through the Services is one of our top priorities, and it should be yours too. This section describes our respective obligations when handling and storing information connected with the Services. The following terms used in this section relate to data provided to Sul Payments by you or your Customers, or received or accessed by you through your use of the Services:
“Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
“User Data” means information that describes your business and its operations, your products or services, and orders placed by Customers.
“Payment Data” means payment account details, information communicated to or by Financial Services Providers, financial information specifically regulated by Laws and Network Rules, and any other information used with the Payment Services to complete a Transaction.
“Sul Payments Data” means details of the API transactions over Sul Payments infrastructure, information used in fraud detection and analysis, aggregated or anonymized information generated from Data, and any other information created by or originating from Sul Payments or the Services.
The term “Data” used without a modifier means all Personal Data, User Data, Payment Data, and Sul Payments Data.
Sul Payments processes, analyses, and manages Data to: (a) provide Services to you, other Sul Payments users, and Customers; (b) mitigate fraud, financial loss, or other harm to users, Customers, and Sul Payments; and (c) analyze, develop and improve our products, systems, and tools. Sul Payments provides Data to third-party service providers, including Financial Services Providers and their affiliates, as well as Sul Payments’ global affiliates, to allow us to provide Services to you and other users. We do not provide Personal Data to unaffiliated parties for marketing their products to you. You understand and consent to Sul Payments’ use of Data for the purposes and in a manner consistent with this Section D.
a. Confidentiality: Sul Payments will only use User Data as permitted by this Agreement, by other agreements between you and us, or as otherwise directed by you. You will protect all Data you receive through the Services, and you may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Services and as permitted by this Agreement or by other agreements between you and us. Neither party may use any Personal Data to market to Customers unless it has received the express consent from a specific Customer to do so. You may not disclose Payment Data to others except in connection with processing Transactions requested by Customers and consistent with applicable Laws and Network Rules.
You affirm that you are now and will continue to be compliant with all applicable Laws governing the privacy, protection, and use of Data that you provide to us or access through your use of the Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to Sul Payments — or allow Sul Payments to collect, use, retain, and disclose — any Personal Data that you provide to us or authorize us to collect, including Data that we may collect directly from Customers using cookies or other similar means. As may be required by Law and in connection with this Agreement, you are solely responsible for disclosing to Customers that Sul Payments processes Transactions (including payment Transactions) for you and may receive Personal Data from you. Additionally, where required by Law or Network Rules, we may delete or disconnect a Customer’s Personal Data from your Sul Payments Account when requested to do so by the Customer.
If we become aware of an unauthorized acquisition, disclosure or loss of Customer Personal Data on our systems, we will notify you consistent with our obligations under applicable Law. We will also notify you and provide you with sufficient information regarding the unauthorized acquisition, disclosure, or loss to help you mitigate any negative impact on the Customer.
c. PCI Compliance: If you use Payment Services to accept payment card Transactions, you must comply with the Payment Card Industry Data Security Standards (PCI-DSS) and, if applicable to your business, the Payment Application Data Security Standards (PA-DSS) (collectively, the “PCI Standards”). Sul Payments provides tools to simplify your compliance with the PCI Standards, but you must ensure that your business is compliant. The specific steps you will need to take to comply with the PCI Standards will depend on your implementation of the Payment Services. You can find more information about implementing Sul Payments in a manner compliant with the PCI Standards in our Documentation. You will promptly provide us with documentation demonstrating your compliance with the PCI Standards upon our request. If you elect to store, hold and maintain “Account Data”, as defined by the PCI Standards (including Customer card account number or expiration date), you further agree that you will either maintain a PCI-compliant system or use a compliant service provider to store or transmit such Account Data; further, you agree to never store any “Sensitive Authentication Data”, as defined by the PCI Standards (including CVC or CVV2), data at any time. You can find information about the PCI Standards on the PCI Council’s website.
d. Data Processing. You are the data controller and we are the data processor in relation to Personal Data processed on your behalf under this Agreement, except that we will be a data controller in relation to Personal Data where we determine the purposes and manner in which the Personal Data is processed (including, for example, in complying with any regulations or laws imposed upon us through Network Rules or Financial Services Providers).
We will, to the extent that we are a data processor, process Personal Data in accordance with the terms of this Agreement and lawful instructions reasonably given by you to us from time to time, and we will employ appropriate technical and organizational measures to protect such Personal Data. We will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instructions.
a. Sul Payments’ Security: Sul Payments is responsible for protecting the security of Data in our possession. We will maintain commercially reasonable administrative, technical, and physical procedures to protect User Data and Personal Data stored in our servers from unauthorized access, accidental loss, modification, or breach, and we will comply with applicable Laws and Network Rules when we handle User and Personal Data. However, no security system is impenetrable and we cannot guarantee that unauthorized parties will never be able to defeat our security measures or misuse any Data in our possession. You provide User Data and Personal Data to Sul Payments with the understanding that any security measures we provide may not be appropriate or adequate for your business, and you agree to implement the Security Controls and any additional controls that meet your specific requirements. In our sole discretion, we may take any action, including suspension of your Sul Payments Account, to maintain the integrity and security of the Services or Data, or to prevent harm to you, us, Customers, or others. You waive any right to make a claim against us for losses you incur that may result from our actions.
b. Your Security: You are solely responsible for the security of any Data on your website, your servers, in your possession, or that you are otherwise authorized to access or handle. You will comply with applicable Laws and Network Rules when handling or maintaining Data and will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend transactions on your account or terminate this Agreement.
c. Security and Fraud Controls: We may provide or suggest Security Controls to you, but we cannot guarantee that you or your Customers will never become victims of fraud. Any Security Controls we provide or suggest may include processes or applications developed by Sul Payments, its affiliates, or other companies. You agree to review all the Security Controls we suggest and choose those that are appropriate for your business to protect against unauthorized Transactions and, if appropriate for your business, independently implement other security procedures and controls not provided by us. If you disable or fail to properly use Security Controls, you will increase the likelihood of unauthorized Transactions, Disputes, fraud, losses, and other similar occurrences. Keep in mind that you are solely responsible for losses you incur from the use of lost or stolen payment credentials or accounts by fraudsters who engage in fraudulent Transactions with you, and your failure to implement Security Controls will only increase the risk of fraud. We may assist you with recovering lost funds, but you are solely responsible for losses due to lost or stolen credentials or accounts, compromise of your username or password, changes to your Payout Account, and any other unauthorized use or modification of your Sul Payments Account. Sul Payments is not liable or responsible to you and you waive any right to bring a claim against us for any losses that result from the use of lost or stolen credentials or accounts to engage in fraudulent Transactions unless such losses result from Sul Payments’ willful or intentional actions. Further, you will fully reimburse us for any losses we incur that result from the use of lost or stolen credentials or accounts.
We may also provide you with subjective Data regarding the possibility or likelihood that a Transaction may be fraudulent that require action or review by you. We may incorporate action or inaction by you into any such subjective scoring when identifying future potential fraud. You understand that we provide this Data to you for your consideration, but that you are ultimately responsible for any actions you choose to take or not take in relation to such Data, and for providing inaccurate or incorrect information to us. You are solely responsible for any action or inaction you take based on such Data.
When using Sul Payments’ Platform, you will have the ability to connect your Sul Payments Account with a Platform or App. Connected Platforms and Apps may take certain actions on your behalf and access Data available through your Sul Payments Account, including some User Data. By using Sul Payments’ Platform, you authorize Sul Payments to share Data with any Platform or App that you connect with your Sul Payments Account through the Dashboard or the API. You waive your right to bring any claims against Stripe for losses you incur that arise from any actions or use of Data by any Platform or App connected to your Sul Payments Account, and you will fully reimburse us for any losses we incur that result from your actions or use of such Data by any Platform or App.
For 30 days after the termination of your Sul Payments Account, you may request in writing that we provide to an alternative payment services provider the Payment Data regarding Transactions between you and your customers that you are entitled to receive. We may require you to provide evidence that the alternative payment services provider has appropriate systems and security controls as a precondition to the provision of any Payment Data. In addition, for Payment Data regarding payment card transactions, the payment services provider must be PCI-DSS Level 1-certified. Our obligation to comply with a request under this section is limited to the extent commercially reasonable, and we may delay or refuse any request if we believe the payment services provider you have identified does not have systems or security controls in place that are sufficient to protect Payment Data, that the integrity of Payment Data may be compromised, or if Laws or Network Rules prohibit us from providing the Payment Data.
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on our website or any other website we maintain or own. We may provide you with Notice of any changes through the Dashboard, via email, or through other means. Your use of the Services, API, or Data after a change has taken effect, constitutes your acceptance of the terms of the modified Agreement. You can access a copy of the current terms of this Agreement on our website at any time. You can find out when this Agreement was last changed by checking the “Last updated” date at the top of the Agreement. If you do not accept a change to this Agreement, you must terminate the Agreement by closing your Sul Payments Account before the change takes effect (see Termination for further detail).
You may not assign this Agreement, any rights or licenses granted in this Agreement, or operation of your Sul Payments Account to others without our prior written consent. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee agrees to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with the terms of this Agreement. Sul Payments may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.
If we believe that a security breach, leak, loss, or compromise of Data has occurred on your systems, website, or app affecting your compliance with this Agreement, we may require you to permit a third-party auditor approved by us to conduct a security audit of your systems and facilities. The auditor will issue a report to us and our Financial Services Providers.
Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any Financial Services Provider. Each party to this Agreement, and each Financial Services Provider, is an independent contractor. Unless a Financial Services Provider expressly agrees, neither you nor we have the ability to bind a Financial Services Provider to any contract or obligation, and neither party will represent that you or we have such an ability.
Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications, utility, failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees, Fines, Disputes, Refunds, Reversals, or Returns under this Agreement.
You agree to defend Sul Payments, our affiliates, and their respective employees, agents, and service providers (each a “Sul Payments Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a Sul Payments Entity, and you agree to fully reimburse the Sul Payments Entities for any Claims that result from: (i) your breach of any provision of this Agreement; (ii) any Fees, Fines, Disputes, Refunds, Reversals, Returns, or any other liability we incur that results from your use of Payment Services; (iii) negligent or willful misconduct of your employees, contractors, or agents; or (iv) contractual or other relationships between you and Customers.
Important Note for Individual Traders: If you are using Services as a sole proprietor, please keep in mind that the Law and the terms of this Agreement consider you and your business to be legally one and the same. You are personally responsible and liable for your use of the Services, payment of Fees, Refunds, Reversals, Fines, losses based on Disputes or fraud, or for any other amounts you owe under this Agreement for your failure to use Security Controls, and for all other obligations to us and to your Customers. You risk personal financial loss if you fail to pay any amounts owed. Please take the time to read our Documentation and take any measures appropriate to protect against such losses.
By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) any Charges represent a Transaction for permitted products, services, or donations, and any related information accurately describes the Transaction; (d) you will fulfil all of your obligations to Customers and will resolve all Disputes with them; (e) you will comply with all Laws applicable to your business and use of the Services; (f) you will not use Payment Services for household purposes or peer-to-peer money transmission, or (except in the normal course of business) intercompany Transactions; and (g) you will not use the Service, directly or indirectly, for any fraudulent or illegal undertaking, or to interfere in any manner with the normal operation of the Service.
WE PROVIDE THE SERVICES AND SUL PAYMENTS IP “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION, OR ANY OTHER INFORMATION PROVIDED BY SUL PAYMENTS OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES — WHETHER FROM SUL PAYMENTS OR ANOTHER SUL PAYMENTS ENTITY, AND WHETHER ORAL OR WRITTEN — CREATES OR IMPLIES ANY WARRANTY FROM A SUL PAYMENTS ENTITY TO YOU.
YOU AFFIRM THAT NO SUL PAYMENTS ENTITY CONTROLS THE PRODUCTS OR SERVICES THAT YOU OFFER OR SELL OR THAT YOUR CUSTOMERS PURCHASE USING THE PAYMENT SERVICES. YOU UNDERSTAND THAT WE CAN NOT GUARANTEE AND WE DISCLAIM ANY KNOWLEDGE THAT YOUR CUSTOMERS POSSESS THE AUTHORITY TO, OR WILL COMPLETE ANY TRANSACTION.
THE SUL PAYMENTS ENTITIES DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT SUL PAYMENTS WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, API, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK — YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT THE SUL PAYMENTS ENTITIES MAKE NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES.
NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.
Under no circumstances will any Sul Payments Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or the Sul Payments Entities have been advised of the possibility of such damages. The Sul Payments Entities are not liable, and deny responsibility for any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your Sul Payments Account, or Data, or your failure to use or implement anti-fraud measures, the Security Controls, or any other data security measure. The Sul Payments Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.
You agree to limit any additional liability not disclaimed or denied by the Sul Payments Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to Sul Payments during the three-month period immediately preceding the event that gave rise to your claim for damages.
These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
a. Binding Arbitration: Any dispute, controversy or claim arising out of or in relation to this contract, including the validity, invalidity, breach or termination thereof, shall be submitted to mediation in accordance with the Swiss Rules of Mediation of the Swiss Arbitration Centre in force on the date when the request for mediation was submitted in accordance with these Rules. The seat of the mediation shall be Geneve in Switzerland, although the meetings may be held in Geneve in Switzerland. The tribunal will consist of a sole arbitrator. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction.
This Agreement and the rights of the parties hereunder shall be governed and construed in accordance with the laws of Ireland, exclusive of conflict or choice of law rules. Nothing in this section will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
Either party may commence arbitration by providing to JAMS and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested.
b. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.
c. Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any dispute arising out of or in connection with this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.
d. Provision of an Award: Subject to the limitations of liability identified in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by Law. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by any court having jurisdiction over either party or its assets. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.
e. Fees: Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the court reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and attorneys’ fees awards will be offset.
f. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, or confirmation of an Award or its enforcement, or unless otherwise required by applicable Laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
g. Conflict of Rules: In the case of a conflict between the provisions of this Section E.11.g and the rules governing arbitration identified in Section E.11.a, the provisions of this Section E.11.g will prevail. If any provision of this agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by Law and all the other provisions will remain valid and enforceable.
This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and Sul Payments for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and Sul Payments, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.
In case of controversy or dispute between these terms and conditions and the agreement that will be sent to the merchant from Sul Payments, the agreement sent by Sul Payments and signed by the merchant will prevail at all times.
All provisions of this Agreement that give rise to a party’s ongoing obligation will survive termination of this Agreement, including but not limited to Sections A.3 (“Your Relationship with Your Customers”), A.6 (“Taxes and Other Expenses”), A.7 (“Service Limitations, Prohibited Activities, and Security Controls”), A.8 (“Suspicion of Unauthorized or Illegal Use”), A.9 (“Disclosures and Notices; Electronic Signature Consent”), A.10.b (“Effects of Termination”), C.5 (“Specific Payment Methods”), C.6 (“Transfers and Payout Schedule”), C.7 (“Clearing Funds and Reserves”), C.8 (“Security Interests, Collection, and Set-Off Rights”), C.10 (“Reconciliation and Error Notification”), C.10 (“Dormant Accounts”), D.3 (“Security and Fraud Controls”), D.4 (“Your Use of Data with Sul Payments Platform”), D.5 (“Transfer of Payment Data upon Termination”), E.4 (“No Agency; Third-Party Services”), E.5 (“Force Majeure”), E.6 (“Your Liability for Third-Party Claims Against Us”), E.7 (“Representations and Warranties”), E.8 (“No Warranties”), E.9 (“Limitation of Liability”), E.10 (“Responding to Legal Process”), E.11 (“Dispute Resolution; Agreement to Arbitrate”), E.12 (“Entire Agreement”), and E.13 (“Survival”); and any related terms in the Agreement.