Point-of-Sale, SaaS and Services Terms

Dated as of 23 January 2017

For the purposes of using the point-of-sale (POS) platform, intellectual property and additional software-as-a-service (SaaS) products, and benefiting from the fraud and Chargeback (as defined in Section 4) mitigation and customer support services, each provided by Squareup International Limited, a company incorporated in Ireland with company number 583287 (‘Square International’, ‘we’, ‘our’ or ‘us’), you agree to be bound by the General Terms of Service (the ‘General Terms’), these additional terms (the ‘SaaS Terms’) and any additional terms specific to the Services (as defined in the General Terms) that you use (the ‘Additional Terms’). If you are using the SaaS Services (as defined in Section 1) on behalf of a business, you agree that you are accepting the SaaS Terms and have authority to enter into the SaaS Terms, on behalf of that business (in such case, the use of ‘you’ and ‘your’ herein refer to such business where applicable). The SaaS Services may only be used for business purposes in the UK. Defined terms will have the same meaning as those found in the General Terms, unless otherwise defined herein.

For the purposes of providing you with the Payment Services, Squareup Europe Limited, a company incorporated in England and Wales with company number 08957689 (‘Square Europe’), is a party to the SaaS Terms to the extent that Square Europe acknowledges and relies on the authorities granted by you to Square International in Section 4. The SaaS Terms do not create any obligations or liabilities between you and Square Europe.

SaaS Services

1. Our Role

Square International is your main contact with respect to the Services and provides you with all elements of the Services (as set out in more detail below) other than the Payment Services, which are provided for in the Payment Terms as between you and Square Europe and which are provided directly to you by Square Europe.

Under the SaaS Terms, we provide you directly with the following services (together, the ‘SaaS Services’):

1. granting you licences to use certain intellectual property and software, including Square POS and the technology enabling your Square Account, as further set out in Section 2;
2. granting you access to licenses, subject to your acceptance of any applicable Additional Terms specific to such SaaS products that we provide, for additional software-as-a-service (SaaS) products offered by Square that you may elect to utilize as they become available in the UK;
3. payer verification services and fraud detection services, with a view to assisting you to manage the risk of Chargebacks; and
4. Square Support and risk monitoring services, including monitoring and supporting you through the process of, and as appropriate challenging on your behalf, Chargebacks relating to payment transactions initiated by you.

If you have any questions about the SaaS Services that we provide to you, you can contact Square Support.

2. Your Licence

Square International grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable licence, to use the software that is part of the Services, including the Square POS software, in order to use the Services. This license also extends to each additional SaaS product that we may offer in the UK, including Square Invoices, subject to your election to use such SaaS product and your acceptance of any applicable fees or Additional Terms specific to such SaaS product.

Square International may make software updates to the SaaS Services available to you, which you must install to continue using the SaaS Services. Any such software updates may be subject to Additional Terms made known to you at that time.

3. Ownership

Square International reserves all rights not expressly granted to you in these SaaS Terms. Square International owns all rights, title, interest, copyright and other worldwide Intellectual Property Rights (as defined below) in the Services and all copies of the Services. Neither the SaaS Terms nor the General Terms nor any Additional Terms grant you any rights to our Intellectual Property Rights, save for any licences expressly set out herein and therein.

For the purposes of these SaaS Terms, ‘Intellectual Property Rights’ means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights that may exist now or come into existence in the future and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.

You may submit comments or ideas about the Services (‘Ideas’). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation and that we are free to use the Idea without any additional compensation to you and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

4. Your Authorisations

It is recognised that Square Europe, as your appointed Payment Services provider, may be required to facilitate the reversal or cancellation of a customer payment transaction, pursuant to: (i) the Payment Terms (ii) the rules of a relevant Network or a payment system, (iii) Applicable Law or (iv) its terms of engagement with acquiring banks or customer card issuing banks, (together ‘Chargeback Requests’). In these instances, or where a transaction (a) is disputed, (b) is reversed for any reason by the Network, Square Europe’s acquirer or a customer or its financial institution, (c) was not authorised or Square Europe has any reason to believe that the transaction was not authorised, (d) is allegedly unlawful, suspicious or in violation of the General Terms or any of the Additional Terms, the amount of a transaction may be reversed or charged back to your Square Account by Square Europe (a ‘Chargeback’).

You appoint Square International and authorise Square International to view, monitor and analyse all transactions in your Square Account and to track, predict, report on and monitor Chargebacks. Where Square Europe informs us of a Chargeback communicated to it by a Network or the Acquirer (each, as defined in the Payment Terms), you further authorise Square International to investigate and, as we deem appropriate taking into account Applicable Law, challenge Chargebacks on your behalf. Your authorisations permit us to:

1. report to you on Square Europe transferring funds for the purpose of satisfying Chargeback Requests;
2. in circumstance where Applicable Law permits and where the underlying facts suggest that it is appropriate to do so (taking into account the rules of a relevant Network or payment system), recommend that Square Europe defer payment of a Chargeback or otherwise challenge a Chargeback that has already been paid;
3. assess the onboarding, transactional and related payment data in your Square Account and request additional information and/or confirmations from you;
4. assess your Chargebacks for root cause or systemic issues with a view to suggesting to you appropriate preventative measures; and
5. conduct investigations and resolve any pending disputes related to your use of the Services.

Where our analysis of your Square Account indicates that there is an undue likelihood of Chargebacks occurring that can be eliminated, reduced or prevented by taking any action permitted under the Payment Terms (including but not limited to suspending or declining a certain customer’s transactions), you further authorize us to recommend that Square Europe implement such action in order to mitigate such likelihood.

Your authorisations of us will remain in full force and effect until the SaaS Terms are terminated.

5. Square International Fees

You agree to pay the applicable fees listed on the Fee Schedule for use of each of the SaaS Services that you sign up for (‘SaaS Fees’). All SaaS Fees are exclusive of any value added tax (‘VAT’). Square International reserves the right to charge VAT should there be a change in tax law or in the approach of the relevant authorities. All SaaS Fees payable to us are collected by Square Europe, on behalf of Square International, when a transaction is processed and are deducted first from the transferred or collected funds and thereafter from the Balance (as defined in the Payment Terms) in your Square Account or your linked bank account. We reserve the right to change our SaaS Fees upon 30 days’ advance notice. You will be deemed to have accepted the changes unless you notify us to the contrary before the changes come into force. You have the right to terminate the SaaS Terms immediately and without charge before the proposed date of entry into force of the revised SaaS Fees. All SaaS Fees to be collected or paid in respect of the SaaS Services are denominated in pound sterling.

6. Your Obligations

By using the SaaS Services, you agree to be bound by any applicable Network rules and you will:

1. act at all times in utmost good faith and co-operate fully with us to prevent, reduce or remove fraudulent activity in relation to the Payment Services;
2. ensure appropriate security measures are implemented and managed on your own systems which interface to the systems used and operated by Square International and Square Europe in providing the SaaS Services and Payment Services, respectively;
3. provide full co-operation to us and any Card provider in the investigation of suspected fraudulent activity in relation to the Payment Services and to any police authority to whom we have reported suspected fraudulent activity in relation to the Payment Services;
4. undertake all reasonable and appropriate due diligence in assessing and confirming the bona fide business intentions of any of your distribution partners that you have an arrangement with for the introduction of customers to your services or products;
5. where legally obliged to do so, comply with anti-money laundering laws as to the identity and risk assessment of people who pay for your services or products through the Payment Services;
6. cease to deal with and remove or close any account with a customer where we can reasonably demonstrate a link between that customer and fraudulent activity or activity resulting in an excessively high incidence of Chargebacks; and
7. provide all reasonable assistance to us in taking necessary actions to remove or reduce any Chargebacks or other and deductions imposed or threatened to be imposed by the payment processing providers, acquiring banks and card scheme providers.

7. Contesting Chargebacks

We will engage with the Networks on your behalf to contest Chargebacks. You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Payment Services. To that end, you permit us to share information about a Chargeback with the customer, the customer’s financial institution, your financial institution, Square Europe and its acquirer in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, we will authorise Square Europe to release corresponding reserved funds to your Square Account. If a Chargeback dispute is not resolved in your favour by the Network or issuing bank or you choose not to contest the Chargeback, we may instruct Square Europe to recover the Chargeback amount and any associated fees as described in the Payment Terms if it has not already done so. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.

8. Requests for Additional Information and Inspection

Square International may request additional information from you at any time. For example, Square International may ask you to present invoices from your suppliers, a government issued identification such as a passport or driving licence, a business licence, bank statements, financial information or other information. Square International may also ask for permission to inspect your business location. If you refuse any of these requests, your Square Account may be suspended or terminated.

9. Dormant Square Accounts

If you do not process payments through your Square Account for one year or have not linked a valid bank account, you may have a Balance that is considered to be dormant according to Applicable Law, guidance and market practice. Square International will notify you if your Square Account becomes dormant and will provide you with instructions for how to access your Balance.

10. Customer Service

You are solely responsible for all customer service policies and issues relating to your goods or services, including pricing order fulfilment, cancellations or no shows by you or a customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us.

11. Text Messaging

You agree that Square International may send you informational text (SMS) messages for the purposes of secondary authentication, receipts, reminders and/or notifications. Standard message and data rates may apply (check with your carrier). You may opt-out of receiving text messages from Square International at any time by contacting Square Support. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Services.

12. Additional Indemnity

In addition to Section 12 of the General Terms, you will indemnify, defend and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest and expenses (including reasonable legal fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity that arises out of or relates to the SaaS Services (including the accuracy of any content or product, service or transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you).

You will indemnify, defend and hold each Square Entity harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest and expenses (including without limitation reasonable legal fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity that arises out of or relates to your violation of any third party right, including without limitation your use of the software licenced to you under Section 2 and any right of privacy, publicity rights or Intellectual Property Rights.

13. Our Representations and Warranties

Square International warrants that the SaaS Services will be provided with reasonable care and skill.

If you become aware that this warranty is breached, you must notify Square Support as soon as possible. You must give us a reasonable time to fix the problem, which solution may include (a) supplying you with a reasonable way to work around the problem that is not materially detrimental to you and/or (b) re-performing any relevant SaaS Service(s). We will attempt to fix any such problems without any additional charge to you. If we are able to do so within a reasonable time, this will be your sole and exclusive remedy in relation to any breach and we will have no other obligation or liability in relation to such breach.

NOTWITHSTANDING THE FOREGOING, SQUARE INTERNATIONAL SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE OFFER NO ASSURANCE OR GUARANTEE AND MAKE NO REPRESENTATION OR CONTRACTUAL COMMITMENT THAT WE WILL BE ABLE TO PREVENT ANY LEVEL OF CHARGEBACKS, REVERSE OR CHALLENGE THEM OR SUGGEST APPROPRIATE PREVENTATIVE MEASURES TO PREVENT CHARGEBACKS.

SQUARE INTERNATIONAL DOES NOT WARRANT OR GUARANTEE THAT THE POS SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE POS SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Termination of the SaaS Services

14. Term, Amendment and Termination of the SaaS Services

The SaaS Terms are effective from the point you agree to the General Terms. The SaaS Terms are conducted for an indefinite period and will continue to apply until terminated by you or Square International.

You may terminate your use of the SaaS Services and the SaaS Terms at any point in time for any reason by accessing your Square Account. If you terminate these SaaS Terms, you will be deemed to have terminated the Payment Terms and the General Terms on the same day.

Unless otherwise required by Applicable Law, we may amend or terminate the SaaS Terms or suspend or terminate your Square Account or your access to the SaaS Services, at any time.

Any termination of the SaaS Terms does not relieve you of obligations to pay SaaS Fees accrued prior to the termination, Chargebacks and any other amounts owed to us as provided in the SaaS Terms, the General Terms or the Additional Terms.

15. SaaS Services Upon Closure of Your Square Account

Closure of your Square Account will (a) cancel any pending transactions and we shall cease to provide the SaaS Services, provided that we shall continue to support any investigations and Chargeback Requests pending at the time you close your Square Account and (b) terminate with immediate effect any licence we have extended to you under Section 2.

16. Complaints and Disputes

In the event of any dispute or problem with the SaaS Services please contact Square Support.

17. Governing Law

The SaaS Terms are governed by the laws of England and Wales. Any claims arising out of or relating to the SaaS Terms or the provision of the SaaS Services that cannot be resolved by contacting Square Support shall be settled through the courts of England and Wales.

18. Survival

The following sections will survive termination of these SaaS Terms, in addition to those that survive under Section 11 of the General Terms: 9 (Contesting Chargebacks), 12 (Ownership), 15 (Additional Indemnity), 18 (SaaS Services Upon Closure of Your Square Account), 20 (Governing Law) and 22 (Miscellaneous).

19. Miscellaneous

The SaaS Terms, any amendments or restatements thereof and any notices related thereto are made available to you and accepted by you, in English. If a document is translated into another language you agree that this is done for your own benefit and if there are any discrepancies between the translated version and the English language version, the text of the English language version shall prevail. All information and notifications under the SaaS Terms will be communicated to you in English. These SaaS Terms do not limit any rights that we may have under trade secret, copyright, patent or other laws.