Payment Terms for Existing Square Sellers

The following terms shall apply to all Square Sellers that onboarded with Square on or before 12 January 2018 and have not otherwise accepted the revised Payment Terms, and shall remain effective for such Square Sellers through March 15, 2018, after which date the revised Payment Terms shall apply to all Square Sellers:

Last Updated: 20 June 2017

For the purpose of using the Payment Services (as defined below) provided by Squareup Europe Limited, a company incorporated in England and Wales with company number 08957689 (‘Square Europe’, ‘we’, ‘our’ or ‘us’), you agree to be bound by the General Terms of Service (the ‘General Terms’), these additional terms and conditions (the ‘Payment Terms’) and any additional terms specific to Services (as defined in the General Terms) that you use (the ‘Additional Terms’). If you are using the Payment Services (as defined in Section 1 of these Payment Terms) on behalf of a business, you agree that you are accepting the Payment Terms and have authority to enter into the Payment Terms, on behalf of that business. You also agree that you have provided accurate, true and complete information on opening an account with us and complied in all respects with the account registration requirements. Payment 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.

Payment Services

1. Our Role

Square Europe is authorised by the Financial Conduct Authority (the ‘FCA’) under the Payment Service Regulations 2017 (firm reference no. 718770) for the provision of payment services. Details of our authorisation licence are available on the public register: https://register.fca.org.uk/.

The address of Square Europe’s head office is 250 Tottenham Court Road, London, W1T 7QZ, United Kingdom. If you have any questions about the Payment Services that we provide you, you can contact Square Support.

Square Europe provides the following services (together, the ‘Payment Services’):

• merchant acquiring services that allow you to accept credit and debit cards from customers for the payment of goods and services; and

• remittance services, being the remittance by us to you of funds received in connection with a transaction according to the payout schedule described in Section 11 or the remittance of a Chargeback (as defined in Section 18) to the relevant payee.

Square Europe is a payment processor that allows you to accept Cards (as defined below) from customers for the payment for goods and services. We are not a bank and do not accept deposits as defined by the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001. Your Square Account is not a payment account and may not be used by you to instruct payment transactions other than as is provided for by the Payment Terms in relation to your receipt of Proceeds (as defined in Section 2) or processing Chargebacks or refunds connected to payments originally processed under the Payment Services. The Payment Services allow you to accept payments from certain credit, debit, prepaid or gift cards (‘Cards’) bearing the trademarks of American Express Travel Related Payment Services Company, Inc. (‘American Express’), MasterCard International Inc. (‘MasterCard’) and Visa Inc. (‘Visa’) (collectively, the ‘Networks’). We may remove or add Cards that we accept at any time without prior notice.

In order to serve in as a payment processor, we must enter into agreements with Networks, processors and an acquirer, including our current acquirer, First Data Europe Limited or any other acquirer with respect to which we may notify you from time to time (the ‘Acquirer’). If you wish to address any questions or concerns directly to the Acquirer, you may do so in writing to First Data Europe Limited, Janus House, Endeavour Drive, Basildon, Essex, SS14 3WF England. In some cases, the Networks require that certain Square Sellers enter into an agreement directly with Square Europe’s acquirer. In those cases Square Support will provide you with a Commercial Entity Agreement that you must complete. If you fail to complete a Commercial Entity Agreement when required, we may suspend or terminate your Square Account. Similarly, if American Express considers you to be a high value customer, it may require that you maintain your agreement directly with American Express and designate Square Europe as your agent for American Express payments. If that is the case, Square Support will notify you of such requirement. With respect to the processing of payments through the Mastercard Network, Square Europe enters into these Payment Terms with you as agent of the Acquirer.

2. Your Authorisations

In connection with the Payment Services, you authorise us to act as your agent for the limited purposes of holding, receiving and disbursing funds on your behalf. Your authorisation permits us to generate a paper draft or an electronic funds transfer to settle the proceeds of each Card transaction that you authorise, less any applicable Fees (as defined in Section 4) or other sums Square Europe is entitled to defer, withhold or deduct pursuant to these Payment Terms (‘Proceeds’). You further authorise us to transmit all Card transactions to the Acquirer for its authorisation. You further authorise us to direct debit any Chargebacks or associated payments due to any Square Entity under the General Terms or any of the Additional Terms (as they may be modified or amended), from the pound sterling denominated bank account set up for Square Services and designated by you in the Direct Debit Instruction you agreed to during the sign up process for your Square Account. For more information on Direct Debit, see Section 39.

Your authorisations will remain in full force and effect until your Square Account is closed or terminated. Our receipt of transaction funds satisfies your customers’ obligations to make payment to you. You authorise us to remit to you funds actually received by us on your behalf, less any Fees (as defined in Section 4), subject to any Chargeback or Reserve (as defined in Section 14) withheld or applied or other deduction or delays permitted pursuant to these Payment Terms, in accordance with the payout schedules specified in Section 11.

3. Prohibited Industries

You may not use the Payment Services for the following businesses or business activities: (1) any illegal activity or goods or any activity or goods you ought to have known were illegal at the time of the transaction, (2) paraphernalia that may be used for illegal activity, (3) buyers or membership clubs, including dues associated with such clubs, (4) credit counselling or credit repair agencies, (5) credit protection or identity theft protection services, (6) direct marketing or subscription offers or services, (7) infomercial sales, (8) Internet/mail order/telephone order pharmacies or pharmacy referral services (where fulfilment of medication is performed with an Internet or telephone consultation, absent a physical visit, including re-importation of pharmaceuticals from foreign countries), (9) unauthorised multi-level marketing businesses, (10) inbound or outbound telemarketers, (11) prepaid phone cards or phone services, (12) rebate based businesses, (13) up-sell merchants, (14) bill payment services, (15) betting, including bookmakers, lottery tickets, sports related gambling, casino gaming chips, off-track betting and wagers at races, (16) manual or automated cash disbursements, (17) prepaid cards, cheques, insurance or other financial merchandise or services, (18) sales of money-orders or foreign or virtual currency, (19) wire transfer money orders, (20) high-risk products and services, including telemarketing sales, (21) automated fuel dispensers, (22) adult entertainment oriented products or services (in any medium, including Internet, telephone or printed material), (23) sales of (a) firearms, firearm parts or hardware and ammunition or (b) weapons and other devices designed to cause physical injury, (24) Internet/mail order/telephone order of age restricted products (e.g., tobacco, alcohol), (25) occult materials, (26) hate or harmful products, (27) escort services, (28) bankruptcy lawyers or collection agencies engaged in the collection of debt, (29) airlines, air carriers cruise ships and steam ships, with the exception of (a) small charter airlines that (i) only use small propeller driven aircraft with fewer than 15 seats per aircraft and (ii) are not used in connection with corporate aviation programs and (b) on-board purchases, (30) car rentals, including construction equipment rentals, (31) branded accomodation, (32) unsolicited vendors that require immediate payment for the future provision of products or services (e.g. door-to-door salesmen) or (33) use of transaction proceeds as investment in the future maturity or value of goods.

4. Our Fees

You agree to pay the applicable fees listed on the Fee Schedule for use of the Payment Services (‘Payment Services Fees’ and, together with the SaaS Fees (as defined in the SaaS Terms), collectively, the ‘Fees’). All Payment Services Fees are shown exclusive of any value added tax (‘VAT’) and Square Europe reserves the right to charge VAT should there be a change in tax law or in the approach of the relevant tax authorities. All Fees are charged when a transaction is processed and are deducted first from the transferred or collected funds and thereafter from the Balance (as defined in Section 15) in your Square Account or your linked bank account. We reserve the right to change the Payment Services Fees upon two months’ advance notice. You will be deemed to have accepted the changes unless you notify Square Support to the contrary before the changes come into force. You have the right to terminate the Payment Terms immediately and without charge before the proposed date of entry into force of the revised Payment Services Fees. All Payment Services Fees to be collected or paid in respect of the Payment Services are denominated in pound sterling.

In accepting these Payment Terms, you confirm that you have requested a single blended rate Fee and not fees that may differ across Networks, categories and brands of Cards. With our blended rate Fee, Square absorbs these costs. Furthermore, given your selection of blended rate Fees, you confirm your request that we do not individually specify information about the different Network and Card issuer fees that may apply.

5. Processing Errors

We will attempt to fix incorrectly executed transactions that we discover and that we are responsible for. If the error results in your receipt of fewer funds than you were entitled, we will credit your Square Account for the difference. If the error results in your receipt of more funds than you were entitled, we will debit the extra funds from your Square Account or your linked bank account. We will only attempt to correct transactions that you process incorrectly if you notify Square Support of such an error and we may be limited in our ability to do so by the Networks and our ability to recover funds.

Where you initiate a payment order as payee through the Payment Services, we are liable to you for the correct transmission of the payment order to the customer’s payment service provider. Where we fail to do so correctly:

• we will immediately re-transmit the payment order in question to the payer’s payment service provider; and

• if you request, take steps to trace an incorrect transaction and notify you of the outcome.

We may be liable to you for any charges for which you are responsible and any interest which you must pay as a result of us failing to transmit your initiation of a payment order correctly.

If you fail to notify Square Support of any incorrectly executed transaction without undue delay and in any event no later than 13 months after it appears on your electronic transaction history, we shall not owe you any obligation to correct or remedy that transaction.

Payment Account Setup

6. Square Account Registration for Payment Services

You must open a Square Account to access any Proceeds. You confirm that you are either a legal resident of the United Kingdom or a business entity authorised to conduct business in the United Kingdom and that you are an authorised signatory for the business you represent. You must use your or your business’ true and accurate name when opening a Square Account. This name will appear on the credit or debit card statements of your customers for all payments you accept using the Payment Services. At the time of your registration, you must promptly provide us with all trade (doing business as) names used by you, including the purpose and nature of your business and update this information on an ongoing basis by contacting Square Support.

If you initiate a payment order as payee, you must give us your: (a) bank account name (including the complete name of the account holder); (b) bank account number; and (c) sort code. Square Europe will only initiate deposits to bank accounts located within the United Kingdom denominated in pound sterling.

7. Underwriting and Identity Verification

Square Europe will review the information you submit while signing up for the Payment Services. You authorise Square Europe to request identity verifying information about you, including a consumer report that contains your name and address. Square Europe may periodically obtain additional reports to determine whether you continue to meet the requirements for a Square Account. You permit Square Europe to share information about you, your application (including whether you are approved or declined) and your Square Account with Squareup International Limited, a company registered in Ireland with company number 583287 (‘Square International’), your bank or other financial institution or as otherwise specified in the Privacy Policy. Square Europe, its processor, or the Acquirer may conclude that you will not be permitted to use the Payment Services.

Under Applicable Laws governing anti-money laundering and our Policies, we are required to verify your identity and the identities of the beneficial owners of any business using the Payment Services. After you have agreed to the General Terms and have a Square Account, a business relationship for the purposes of delivery of the Payment Services shall not become effective until such time as we verify your identity and complete an associated risk assessment. We will notify you of the outcome of this verification process and your Square Account shall not be ‘live’ for payment transactions until such time. Where we notify you that we are unable to onboard you, the Payment Terms shall be deemed to automatically terminate. You must provide accurate and complete information and keep that information current by updating Square Support.

8. Requests for Additional Information and Inspection

Square Europe may request additional information from you at any time. For example, Square Europe 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 Europe 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.

Use of Your Square Account for Payment Services

9. Access to Proceeds

We will settle Proceeds to your verified bank account, subject to the payout schedule described in Section 11. If Square Europe is not able to debit or credit the bank account you link to your Square Account (a ‘Disabled Account’), that bank account will be de-linked from your Square Account. If you do have a Disabled Account linked to your Square Account, you may request a physical cheque for Proceeds. Cheque requests may be subject to a processing fee and an identity verification process. You must request a cheque or link a bank account that is not a Disabled Account to your Square Account in order to receive your Proceeds. If you link a new bank account, then you must execute a new direct debit mandate in accordance with Section 2 in order to receive your Proceeds.

10. Right of Setoff

To the extent permitted by Applicable Law, you grant us a security interest in, as well as a right of setoff against and assign, convey, deliver, pledge and transfer to us, as security for repayment of any obligations due under the Payment Terms, all of your right, title and interest in and to all of your accounts with us. You authorise us, without prior notice to you and irrespective of (i) whether we have made demands under the Payment Terms or any other related agreements; and (ii) whether the obligation is contingent, matured or unmatured, to the extent permitted by law, to collect, charge and/or setoff all sums owing on such obligations against any and all such accounts and other obligations and at our option, to administratively freeze or direct any third party bank holding the account to freeze all such accounts to allow us to protect our security interest, collection, charge and setoff rights as provided for in this section.

11. Payout Schedule

Square Europe will automatically initiate a payout of Proceeds from a given Business Day to your valid, linked bank account during the next Business Day. Square Europe will initiate a payout of Proceeds received on non-Business Days on the next Business Day.

For the purposes of the Payment Services Regulations 2017, you give us a payment order to pay your Proceeds to you in accordance with this Section 11. The time of receipt of your payment order for us to execute these payment transactions is deemed to be the relevant Business Day on which the payment is executed. You may revoke this payment order by providing notice to us up until the time of receipt of the payment order, but should you do so, we may terminate the Payment Terms with immediate effect.

For the purposes of the Payment Terms ‘Business Day’ means a day (other than a Saturday, Sunday or British bank holidays) when the banks in London are open for business.

12. Availability of Proceeds

Notwithstanding Section 11, we may defer payout or restrict access to your Proceeds as a result of recommendations made by Square International derived from its SaaS Services or if we determine that we need to conduct an investigation or resolve any pending dispute related to your use of the Services. We also may defer payout or restrict access to your Proceeds as necessary to comply with Applicable Law or court order or if requested by any governmental entity. Both Square Europe and the Acquirer have the right to retain or withhold settlement of any sums as a result of a breach of your obligations in these Payment Terms, the General Terms or any Additional Terms.

13. Square Account History

When a payment is made to your Square Account, we will update your Square Account activity on the website and provide you a transaction confirmation. The confirmation will serve as your receipt. Summaries of your Square Account activity, including monthly statements, are available on our website for up to one year of account activity. Except as required by Applicable Law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Square Account and your use of the Payment Services and (b) reconciling all transactional information that is associated with your Square Account. If you believe that there is an error or unauthorised transaction activity is associated with your Square Account, you must contact us immediately.

14. Reserve for Holding Funds

Where permitted by Applicable Law, we may withhold funds by temporarily suspending or delaying payouts of Proceeds to you and/or designate an amount of funds that you must maintain in your Square Accounts or in a separate reserve account (a ‘Reserve’) to secure the performance of your obligations under any agreement between you and any Square Company or in respect of our obligations to the Acquirer or a Network. We may require a Reserve for any reason related to your use of the Services, including as a result of recommendations made by Square International derived from its SaaS Services to meet or mitigate actual or potential Chargebacks. The Reserve will be in an amount as reasonably determined by Square Europe to cover potential losses to any Square Company. The designated Reserve may be raised, reduced or removed at any time by Square Europe based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Square Europe’s favour, recommendations made by Square International derived from its SaaS Services or otherwise as Square Europe, a Network or the Acquirer may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Square Accounts, including any (a) funds credited to your Square Accounts, (b) funds due to you, (c) funds available in your designated bank account linked to your Square Account or (d) other payment instrument registered with Square Europe for this purpose. You grant us a security interest in and lien on and/or a set-off right against any and all funds held in any Reserve and also authorise us to make any withdrawals or debits from the Reserve without prior notice to you or any bank account linked to any of your Square Accounts using your Direct Debit Instruction, to collect amounts that you owe Square Europe. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve.

15. Square Account Balances

While you have funds in your Square Account (your ‘Balance’), your Balance will be co-mingled and held with other participants’ funds in one or more pooled accounts in our name at one or more authorised credit institutions on your behalf and for the benefit of you and others holding balances (each a ‘Pooled Account’). Your Balance will be safeguarded in accordance with the Payment Services Regulations 2017. We have sole discretion over the establishment and maintenance of any pooled account. Funds associated with your Square Account will be held separate from our corporate funds. We will not use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make your funds available to our creditors in the event of bankruptcy or for any other purpose and will not knowingly permit our creditors to attach your funds. You will not receive interest or any other earnings on any funds that we handle for you. As consideration for using the Payment Services, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to our holding of your Balance in a Pooled Account or Reserve.

16. Our Set-off Rights

To the extent permitted by law, we may set off against the Balance any obligation you owe any Square Company under any agreement (e.g., Chargebacks or refunds). If you owe any Square Company an amount that exceeds your Balance, we may charge or debit a payment instrument registered to your Square Account or any connected Square Account (as well as set off against any Balance in any connected Square Account). Your failure to fully pay amounts that you owe Square Europe on demand will be a breach of the Payment Terms. You are liable for any of our costs associated with collection in addition to any amounts owed, including legal fees and expenses, collection agency fees and any applicable interest.

17. 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. If, six years after the last payment was processed through your Square Account or a link to a valid bank account was in place, the funds still remain in your Square Account, Square Europe reserves the right to dispose of these funds in a manner that complies with Applicable Law.

Chargebacks

18. Your Liability for Chargebacks

There may be times when your customer may not be the authorised user of the Card or your customer may otherwise contest the transaction or where Square Europe is otherwise 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. In these instances or where a transaction (a) is disputed, (b) is reversed for any reason by the Network, the Acquirer or a customer or its financial institution, (c) was not authorised or Square Europe has any reason to believe (including as a result of recommendations made by Square International derived from its SaaS Services) that the transaction was not authorised, (d) is allegedly unlawful, suspicious or in violation of the Payment Terms, the amount of a transaction may be reversed or charged back to your Square Accounts (a ‘Chargeback’). You agree to comply with the Chargeback process and to the liability associated with such Chargebacks. Each Chargeback represents a debt immediately due and payable by you to Square, notwithstanding any termination of the General Terms or the Payment Terms.

It is a condition of the ongoing provision of these Payment Services that you operate your Square Account in such a way that it always has a nil or positive balance and is not put at risk of having a negative balance (taking into account any actual or potential Chargebacks to which your Square Account is likely to be subject as determined by analysis of the types, volumes, patterns and nature of the payment transactions initiated by you in the context of the goods or services that you sell). If you breach this condition, we may treat the Payment Terms as unenforceable, void or discharged and accordingly we may terminate the Payment Terms with you immediately on notice. As an alternative to terminating these Payment Terms, you agree that we may, as an alternative and only for as long as in our reasonable assessment the breach of this condition continues: (x) suspend part or all of the operation of your Square Account; (y) refuse to process your payment order; or (z) impose a transaction limit of as little as £20 on your Square Account.

19. Our Collection Rights for Chargebacks

For any transaction that results in a Chargeback, we may, among other things, or upon recommendation of Square International, withhold the Chargeback amount in a Reserve. Square may recoup the amount of any Chargeback and any associated Fees or fines or penalties assessed by a Network or our processor, from your Square Accounts (including any Reserve), any Proceeds due to you or any bank account or other payment instrument linked to any of your Square Accounts. If you have pending Chargebacks, we may delay payouts from your Square Account. Further, if Square International reasonably believes that a Chargeback is likely with respect to any transaction, we may, in response to recommendations made by Square International derived from its SaaS Services, withhold the amount of the potential Chargeback from payments otherwise due to you until such time that: (a) a Chargeback is assessed due to a customer complaint, in which case we will retain the funds; (b) the period of time under Applicable Law or regulation by which your customer may dispute that the transaction has expired; or (c) Square International determines that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you agree to pay Square Europe the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by any Square Company for the collection of all amounts unpaid by you.

20. Excessive Chargebacks

We may, where Square International recommends to us that its SaaS Services indicate you might incur or you are incurring, an excessive amount of Chargebacks, implement additional conditions governing your Square Account, including (a) establishing new Fees, (b) creating a Reserve to cover anticipated Chargebacks and related fees, (c) delaying payouts or (d) terminating the Payment Terms or suspending the Payment Services.

21. Contesting Chargebacks

Pursuant to the SaaS Terms you agree that you will assist Square International when requested, at your expense, to investigate any of your transactions processed through the Payment Services. If a Chargeback is contested successfully, we will release the 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 recover from you the Chargeback amount and any associated fees. You acknowledge that your failure to assist Square International in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of a request, may result in an irreversible Chargeback. You understand that you have no right to bill and/or otherwise collect from any customer for any purchase or payment made unless we have exercised our Chargeback services and you otherwise have the legal right to do so.

Compliance with Network Rules and Laws

22. Fair Use

Subject to Applicable Law and Network Rules (as defined below), you will honour all valid and current Cards without discrimination when properly presented by a customer for payment and not establish a minimum or maximum transaction amount as a condition for honouring Cards. You will provide your full range of goods and/or services to your customers at prices no greater than normal cash prices or as otherwise permitted by the Networks. If you indicate a price to a customer that is not a price applicable to all methods of payment you accepted, then before you accept a Card transaction, you must display a statement explaining any methods of payment to which an indicated price does not apply and the difference in price either as an amount or a percentage as required by the Network Rules. You will only use the Payment Services to submit transactions in respect of goods and/or services that you provide to your customers.

23. Restricted, Unauthorised or Illegal Use

You will comply with all Applicable Law and only accept Cards for transactions that are allowed by Applicable Law.

You will not: (a) process transactions for anything other than the genuine purchase of your goods and/or services; (b) split a transaction into two or more transactions, unless explicitly permitted by the Network Rules; (c) accept a transaction or present transaction data that was not undertaken directly between you and your customer; (d) process cash advances or otherwise accept or process transactions in order to give your customer cash; (e) refund transactions to a Card that was not originally used to make such transactions; (f) accept money from a customer in connection with processing a refund to the customer’s account; (g) request a customer to disclose their Card’s personal identification number (‘PIN’) at any point in a transaction; (h) act as a payment processor, payment facilitator or otherwise resell the Payment Services to any third party; (i) use the Payment Services to handle, process or transmit funds for any third party; or (j) use the Payment Services outside of Great Britain.

We may decide not to authorise or settle any transaction that you submit to us if we believe that the transaction is in violation of the Payment Terms or any other agreement with Square Europe or that it exposes you, your customers, other Square Sellers, our processors or a Square Entity to harm. Harm includes fraud and other criminal acts, including submitting transaction data that you know or ought reasonably to have known is illegal. If we or Square International suspect that your Square Account has been used for an unauthorised, illegal or criminal purpose, you give us express authorisation to share information about you, your Square Account and any of your transactions with law enforcement and, as deemed necessary by Square Europe or Square International, our payment processing or financial institution partners.

You agree and acknowledge that you may be liable for fraudulent transactions that could have been prevented if you had properly used chip and PIN technology. To this end, you agree to require that each customer enter its PIN when initiating a chip and PIN transaction and you agree to provide a reasonably secure place for each customer to enter its PIN. You may not request that customers with chip and PIN Cards sign a transaction receipt or request other means of identification.

24. Recurring Billing Charges

If you elect to process recurring customer transactions, whether through the Square Invoices service or otherwise, you must (a) obtain the customer’s consent to charge their card for the same or different amounts at specified or different times and (b) notify the customer that they are able to discontinue such recurring payments at any time, provided they do so prior to the end of the business day preceding the payment day. You must discontinue processing the recurring transactions of a customer immediately upon such customer’s request that you do so. You must retain evidence of the customer’s consent for 18 months from the date you process the last recurring transaction. If these Payment Terms are terminated for any reason, you must notify all customers for whom you process recurring transactions of the date on which you will no longer be accepting recurring payments.

25. Assignment of Receivables

With the exception of your participation in a merchant cash advance or other similar merchant financing program offered by Square Europe or its affiliates or unless required by Applicable Law, you will not assign Card receivables or proceeds due to you under the Payment Terms to any third party.

26. Applicable Network Rules

By using the Payment Services, you agree to comply with all applicable bylaws, rules and regulations set forth by the Networks, as amended from time to time (‘Network Rules’). The Networks amend their rules and regulations from time to time. Square Europe may be required to change the Payment Terms in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at http://www.visa.com, http://www.mastercard.com and http://www.americanexpress.com/merchantopguide. In the event of inconsistency between a Network Rule and the Payment Terms and except as otherwise agreed between Square Europe and the Network, the Network Rule will take precedence.

The Networks have the right to enforce any provision of the Network Rules and to prohibit you from engaging in any conduct the Networks deem could injure or could create a risk of injury to the Networks, including reputational injury or that could adversely affect the integrity of the interchange system, information the Networks deem to be confidential or both. You agree not to take any action that could interfere with or prevent the exercise of this right by the Networks. You agree to cooperate with Square Europe and the Acquirer in respect of any issues arising out of a breach of security in relation to the holding of any confidential data.

Before prompting your customer to provide Card information, you will prominently and clearly disclose to your customers, at all points of interaction, your location (physical address) to enable your customer to easily determine, among other things, whether the transaction will be a domestic or cross-border transaction.

27. Taxes

You are responsible for determining any and all taxes assessed, incurred or required to be collected, paid or withheld for any reason for your use of the Payment Services (‘Taxes’). You also are solely responsible for collecting, withholding, reporting and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply or calculate, collect, report or remit any Taxes to any tax authority arising from any transaction. Square Europe specifically disclaims any liability for Taxes.

28. Network Logos and Marks

Your use of Network logos and marks (‘Marks’) is governed by the Network Rules; you must familiarise yourself with and comply with these requirements. The Networks are the sole and exclusive owners of their respective Marks. You will not contest the ownership of the Marks for any reason and any Network may at any time, immediately and without advance notice, prohibit you from using its Marks for any reason. Square Europe may require you to make modifications to your Website or other advertising and signage in order to comply with Network Rules related to the Marks.

29. PCI Compliance

If you store, process or transmit customer data, you will comply with the applicable Payment Card Industry Data Security Standards (‘PCI-DSS’), as well as any requirements under the Network Rules. You will cooperate in forensic investigations as required by any Square Entity. For additional information, including tools to help you assess your compliance, see http://www.visa.com/cisp and http://www.mastercard.com/sdp.

30. Failure to Comply with Network Rules or Security Standards

Notwithstanding Section 32 or Section 12 of the General Terms, you understand that your failure to comply with the Network Rules or the PCI-DSS security standards, including the compromise of any Card information, may result in fines or other losses to Square Europe. You will indemnify us and reimburse us immediately for any fines or losses directly or indirectly caused by your and your agents’ actions or omissions. You must have in place appropriate technical and organisational measures that ensure an appropriate level of security for the processing of customer information and that protect customer information against accidental or unlawful destruction or accidental loss or alteration or unauthorised disclosure access or processing.

Your Additional Obligations

31. Receipts

You shall provide receipts at the option of the customer as required by the Network Rules. Square Europe provides customers with the option to receive a receipt electronically for all transactions.

32. Refunds and Returns

You understand and agree that a customer may be entitled to a refund of the full amount of any authorised transaction you initiate if:

• the authorisation did not specify the exact amount of the transaction when the authorisation was given; and

• the amount of the transaction exceeded the amount that the customer could reasonably have expected, taking into account the customer’s previous spending pattern, the conditions of the authorisation and the particular circumstances of the case.

By accepting Card transactions through the Payment Services, you agree to process returns of and provide refunds and adjustments for, your goods or services through your Square Account in accordance with the Payment Terms and Network Rules. Network Rules require that you disclose your return or cancellation policy to customers at the time of purchase. The amount of the refund/adjustment must include any associated Taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the customer for postage that the customer paid to return merchandise. If your refund policy prohibits returns or is unsatisfactory to the customer, you may still receive a Chargeback relating to such sales. You can process a refund through your Square Account up to one hundred twenty (120) days from the day you accepted the payment. If your available Balance is insufficient to cover the refund, Square Europe will withdraw up to the requested refund amount (the sale amount minus the initial transaction fee) from a payment instrument registered with your Square Account or any connected Square Account and credit it back into your customer’s Card. The Fees are also refunded by Square Europe, so the full purchase amount is always returned to your customer. You must issue customer refunds to the card account used to make the original purchase and only in the original amount of the corresponding charge for which you are submitting the refund. You may not submit a refund when there is no corresponding purchase on a card. Subject to applicable law, you may not give cash refunds to customers for goods or services they purchase using card transactions. Square Europe has no obligation to accept any returns of any of your goods or services on your behalf.

33. 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 any transaction submitted by you through the Payment 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). Further, you accept any recurring Card payment transactions from your customers at your own risk.

34. Additional Representations, Warranties and Covenants

In addition to Section 13 of the General Terms, with each Card transaction you process through the Payment Services, you represent, warrant and covenant to us that: (a) the Card transaction represents a bona fide sale; (b) the Card transaction accurately describes the goods and/or services provided to the customer; (c) you will fulfil all of your obligations to the customer and will resolve any dispute or complaint directly with the customer; (d) you and the Card transaction comply with all Applicable Law, rules and regulations applicable to you and your business, including any applicable Tax, wage and hour and tip laws and regulations; (e) except in the ordinary course of business, you are not submitting a transaction that represents a sale to any principal, partner, proprietor or owner of your entity or business; and (f) you are not submitting a transaction involving your own Cards (except for reasonable test swipes).

Termination of Payment Services

35. Term, Amendment and Termination of Payment Services

The Payment Terms are effective from the point you agree to the General Terms and we have verified your identity and complete an associated risk assessment for your use of the Payment Services. The Payment Terms are conducted for an indefinite period and will continue to apply until terminated by you or Square Europe.

Square Europe may amend the Payment Terms from time to time by providing you with two months’ notice of such changes before they come into effect. Square Europe will give you notice by emailing a copy of the revised Payment Terms to you in a form that you can save and print and will notify you of the proposed date of entry into force. You understand that you will be deemed to have accepted the changes to the Payment Terms unless you terminate your use of the Services and the Payment Terms before they come into force.

You may terminate your use of the Services and the Payment Terms at any point in time for any reason by accessing your Square Account. For the avoidance of doubt, if you terminate the Payment Terms within the 14 days from the day on which the Payment Services commenced, this constitutes cancellation of the Payment Terms under the Financial Services (Distance Marketing) Regulations 2004.

We reserve the right to terminate the Payment Terms either:

1. on two (2) months’ notice; or
2. subject to Applicable Law, immediately:
   1. should you breach the Payment Terms (including (A) if your activity is fraudulent (B) if your activity is otherwise wrongful or in violation of the Network Rules or (C) if you submit transactions for processing on behalf of any third party);
   2. should Square Europe determine (including as a result of recommendations made by Square International derived from its SaaS Services) that you have provided inaccurate, untrue or incomplete information to any Square Company or that you failed to comply with the account registration requirements;
   3. should you act in a manner which clearly shows that you do not intend to or are unable to comply with any provisions of the Payment Terms (including your commission of any act in contravention of any Applicable Law);
   4. should you revoke your direct debit mandate at any time;
   5. if Square International recommends that we do so as a result of its SaaS Services, including where the percentage, number or amount of fraudulent transactions submitted by you or the number of Chargebacks you receive in in relation to similar businesses is determined by Square International to be excessive; or
   6. if we are required to do so by
      1. the Acquirer (for example, where the Acquirer terminates its relationship with us for any reason);
      2. the Networks (for example, the Networks de-register us as a payment processor or if the Acquirer ceases to be a member of the Networks for any reason); or
      3. Applicable Law (for example, where the provision of Payment Services to you is or becomes, unlawful).

Any termination of the Payment Terms does not relieve you of obligations to pay Fees or costs accrued prior to the termination, Chargebacks and any other amounts owed to us as provided in the Payment Terms, the General Terms or the Additional Terms. If your access to Payment Services has been terminated, you may still be permitted to use other products provided by a Square Entity, at our (or our applicable affiliate’s) sole discretion.

36. Payment Services Upon Closure of Your Square Account

Closure of your Square Account will cancel any pending transactions. Any Proceeds that we are holding in custody for you at the time of closure will be paid out according to your payout schedule, subject to the other conditions in the Payment Terms. If an investigation is pending at the time you close your Square Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds, we will release those funds to you.

37. Complaints and Disputes

In the event of any dispute or problem with the Payment Services please contact Square Support in the first instance. In the event that your query is not satisfactorily resolved, you may lodge a complaint with us by following the instructions on our website or contact Square Support. Details of our complaint handling procedures are also available upon request.

The Financial Ombudsman Service is an independent body that helps settle complaints between customers and firms regulated by the FCA. If we are unable to resolve your complaint satisfactorily you may qualify to escalate your complaint to the Financial Ombudsman Service by post, addressing your complaint to the Financial Ombudsman Service, Exchange Tower, London E14 9SR, by email to complaint.info@financial-ombudsman.org.uk or by telephone on 0300 123 9 123 or 0800 023 4567. Financial Ombudsman Service’s website is http://www.financial-ombudsman.org.uk. Further information regarding the Financial Ombudsman Service and whether you qualify for this service is available on the Financial Ombudsman Service’s website or can be requested by contacting Square Support.

The Payment Terms are governed by the laws of England and Wales. Any claims arising out of or relating to the Payment Terms or the provision of the Payment Services that cannot be resolved by contacting Square Support shall be settled through the Financial Ombudsman Service or English courts located in London, England.

38. Notices

At any time during the term of the Payment Terms you may request us to provide you with a copy of the Payment Terms or information set out in Schedule 4 of the Payment Services Regulations 2017 free of charge by contacting Square Support.

Statements, notices and other communications to you may be sent to the postal or email address provided by you or by postings on the website or other reasonable means. Where we are required to provide you with a statement, notice or other communication in a durable medium, we may do so by emailing it to you in a form that can be saved and printed. Notices may also be posted in a location on our website or in your Square Account such that it can be accessed by you for the duration of the Payment Terms and printed. Any notices as between you and the other parties under the Payment Terms shall be deemed given on the day the email is sent, unless the sending party receives an electronic indication that the email was not delivered; and if by post, shall be deemed given two Business Days after the date of posting. The Payment 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 Payment Terms will be communicated to you in English.

To access and retain the electronic communications, you will need the following: (a) a computer or mobile device with Internet or mobile connectivity; (b) for website-based communications, a current web browser that includes 128-bit encryption (minimum recommended browser standards are Microsoft Internet Explorer version 8.0 and above (see www.microsoft.com/ie for current version), Mozilla Firefox current version (see www.mozilla.com for current version), Apple Safari current version (see www.apple.com/safari for current version) or Chrome current version (see www.google.com/chrome for current version)) and the browser must have cookies enabled; (c) for application-based communications, a mobile phone operating system that supports text messaging, downloads and applications from the Apple App Store or Google Play store; (d) access to the email address used to create an account for the Services; (e) sufficient storage space to save the communications and/or a printer to print them; and (f) if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add noreply@messaging.squareup.com to your email address book.

39. Survival

The following sections will survive termination of these Payment Terms, in addition to those that survive under Section 11 of the General Terms: 5 (Processing Errors), 7 (Underwriting and Identity Verification), 9 (Access to Proceeds), 10 (Right of Setoff), 11 (Payout Schedule), 12 (Availability of Proceeds), 13 (Square Account History), 14 (Reserve for Holding Funds), 15 (Square Account Balances), 16 (Our Set-off Rights), 17 (Dormant Square Accounts), 18 (Your Liability for Chargebacks), 19 (Our Collection Rights for Chargebacks), 20 (Excessive Chargebacks), 21 (Contesting Chargebacks) and 26 (Taxes).

40. American Express Additional Terms

You agree to comply with the American Express Data Security Operating Policy (DSOP), as it may be updated from time to time by American Express. You must indicate your acceptance of American Express cards whenever you communicate the payment methods you accept to customers. You agree to display all American Express trademarks and services marks in accordance with American Express guidelines, and, if your account is frozen or terminated in accordance with the General Terms or these Payment Terms, you will remove all American Express identification, logos and decals from your website immediately. You may not criticize or mischaracterize American Express or any of its services or programs, and you must not engage in activities that harm American Express’ business or brand. You must not use any American Express card to verify a customer’s age. For card not present charges on American Express cards, you must obtain a new authorization approval code number from American Express before shipping or delivering each order, if the order is to be shipped or delivered more than seven (7) days after the original authorization. For charges related to the provision of services, you agree not to process payments on American Express cards until after the services have been rendered.

41. Direct Debit

By electronically agreeing to the Direct Debit Instruction (DDI) as part of the sign up for a Square Account, you authorise us to direct debit any Chargebacks or associated payments due to any Square Entity under the General Terms or any of the Additional Terms (as they may be modified or amended), from the pound sterling denominated bank account set up for Square Services and designated by you in the DDI. To verify your linked bank account, you authorise us to withdraw an amount of 0.01 GBP, which we shall then refund. Please make sure you have at least 1 GBP in your bank account to prevent your bank verification from failing due to insufficient funds.

You must ensure that (a) the financial institution specified in the DDI accepts and acts upon direct debits for the account specified in the DDI (banks and building institutions may not accept DDI for some types of accounts) and (b) the account details specified in the DDI are correct (for example, by comparing them with a recent statement from your financial institution or checking these directly with your financial institution).

It is your responsibility to ensure you have sufficient cleared funds available in the account to be debited on the direct debit collection date.

In the event that you do not have sufficient cleared funds and a direct debit to your account is returned unpaid, you will be notified that your payment has been returned unpaid and a request will be made for you to credit your bank account with additional funds, and we will reinitiate the direct debit and collect the direct debit without additional fees.

Notwithstanding anything to the contrary in the Direct Debit Guarantee, we may provide you with less than 10 days’ notice when initiating a direct debit from your account, but in any case will notify you at least two business days in advance of any direct debit from your account.