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TERMS AND CONDITIONS FOR IZETTLE PRO

Last updated: 21 August 2018

These terms and conditions, including the terms, policies, guidelines and instructions referred to herein (“iZettle Pro Terms”) constitute a legal agreement between Intelligent Point of Sale (Sales) Limited, a limited company, registered in Scotland under company number SC446117 and VAT number is GB299 5241 56, with our registered office at Mainpoint, 102 Westport, Edinburgh, City of Edinburgh Scotland EH3 9DN, and wholly owned subsidiary of iZettle AB, (“iZettle”, “we”, “our” or “us”) and you, the sole trader, company or other business entity having created an account with us (the “Merchant”, “you” or “your”), governing your access to and use of our software services (together, “iZettle PRO”).

By accepting or otherwise electronically agreeing to these iZettle PRO Terms, you acknowledge that you have read and accept to be bound by these iZettle PRO Terms. If you do not agree to these iZettle PRO Terms (or if you do not have the right to bind the company or other business entity you are representing), you are not permitted to access or use iZettle PRO, and you should not accept these iZettle PRO Terms.

The general terms and conditions governing your access to the iZettle services and which you accept in connection with becoming an iZettle user (“General Terms and Conditions”) shall be deemed incorporated into these iZettle PRO Terms in those parts where the provisions of the General Terms and Conditions refer to ”Additional Terms” for specific services (which includes these iZettle PRO Terms) and to the extent these iZettle PRO Terms specifically refer to provisions in the General Terms and Conditions.

Defined terms used in these iZettle PRO Terms will have the same meaning as those used in the General Terms and Conditions, unless otherwise defined herein.

If you have any questions, you may contact us by telephoning our customer service team at the telephone number set out in your iZettle Account or by e-mailing us at help.pro@izettle.com.

1. Registration

In order to get access to and use iZettle PRO, you must create an iZettle Account as further described in section 1 of the General Terms and Conditions.

In addition to the warranties provided under section 1 of the General Terms and Conditions you warrant to us that: a) you will use iZettle PRO solely for trade, business or professional purposes, b) you will comply with all applicable laws, b) you will not use iZettle PRO for any illegal or unauthorized purpose, and c) you will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.

We reserve the right to suspend your access to and use of iZettle PRO if you provide us with inaccurate, untrue, or incomplete information.

2. Subscription

You can subscribe to iZettle PRO by signing up on our site or through our application (our "App"), which you can download from the Apple AppStore.

Our sign-up pages will guide you through the steps you need to create a subscription with us, which will allow you to access iZettle PRO (a “Subscription”). Our sign up process allows you to check and amend any errors before creating your Subscription and to choose the level of Subscription you require. Please take the time to read and check your details at each page of the sign up process. You will be taken to a confirmation screen, acknowledging that you have created a Subscription.

Our acceptance of your Subscription is confirmed on payment of the first Subscription Fee in accordance with section 3. These iZettle PRO Terms will become an agreement between us and you when the Subscription has been confirmed by us.

Under certain circumstances, we may offer a specific subscription plan where you pay upfront for a subscription (“Upfront Payment Subscription”) for a fixed term, such as twelve (12) months. Should you choose such an Upfront Payment Subscription you will be required to pay in advance for the number of months set out in such offer against a discounted Subscription Fee. You may at any time terminate your Upfront Payment Subscription in accordance with section 13, however such termination will require you to pay a penalty equivalent to the discount on the Subscription Fee received when signing up for iZettle PRO.

Unless you have signed up for a free trial period, your Subscription will become active (allowing to access to iZettle PRO) once the first Subscription Fee has been paid. If you have not paid the Subscription Fee on the last day of your free trial period, your access to iZettle PRO will automatically be terminated.

3. Subscription Fees

By signing up for iZettle PRO, including after the end of any free trial period, you agree to pay the fees and any applicable taxes as set forth on our Website and/or in your iZettle Account settings or as otherwise agreed in writing as and when due in accordance with the General Terms and Conditions (“Subscription Fee”).

The Subscription Fee is payable monthly in advance and shall be paid in accordance with section 31 of the General Terms and Conditions. If you fail to pay the Subscription Fee within 7 days of the due date for payment we will block access to your Subscription. If you wish to change the number of devices on which your Subscription can be used, we reserve the right to alter your recurring card payment or direct debit. We also reserve the right to alter the recurring payment amount if we discover that additional devices are in use and not being paid for.

Fees for iZettle PRO exclude VAT. VAT will be charged in accordance with local VAT legislation. However, if the rate of VAT changes during the term of these iZettle PRO Terms, we may adjust the VAT you pay on the fees. If you are a VAT registered company purchasing the Subscription as an intra-community acquisition, you must submit your VAT registration number to us upon signing up for iZettle PRO (and apply the reverse charge mechanism where applicable). Should you have any questions regarding your VAT liability, please contact your local tax authority.

4. Your warranties

You confirm that you have authority to bind any business on whose behalf you use our site to purchase iZettle PRO. You acknowledge that when agreeing to these iZettle PRO Terms you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these iZettle PRO Terms or any document expressly referred to in them.

You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these iZettle PRO Terms.

You warrant that you are not a ‘consumer’ as defined in the UK Consumer Protection (Distance Selling) Regulations 2000 or corresponding legislation applicable in your jurisdiction.

5. License

The personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Services included in section 20 of the General Terms and Conditions shall be deemed to include a license to iZettle PRO.

Use of iZettle PRO under the Licence shall be restricted to use of iZettle PRO for loading iZettle PRO into temporary memory or permanent storage on the relevant device(s) by downloading iZettle PRO from the App store or accessing your desktop (hosted on our cloud servers) from any device using a web browser.

6. Your data

When you start to use iZettle PRO, iZettle PRO will automatically store your trading data in the cloud, on servers that we maintain.

All trading data gathered through iZettle PRO and stored on our servers is owned by you. We will give you a full download of your data at any time during your Subscription, upon payment of a reasonable administration fee. We will do our best to inform you about such administration fee in advance.

7. Support

Any issues with either iZettle PRO or your Subscription should be raised using our remote support procedures. Full details of these procedures and how to contact us are available in the Support section of our site or through our App.

8. Privacy

The personal data we collect about you will be handled in accordance with section 12 of the General Terms and Conditions.

9. Privacy of others when using the Loyalty Service

Both you and we undertake to comply with all applicable rules regarding the protection of personal data, including current requirements for e.g. registration with or notification to the relevant supervisory authority, where applicable, and to implement appropriate security measures and conduct privacy impact assessments. Each party undertakes to investigate its obligations regarding data protection and to ensure it fulfils such obligations.

We provide a service that enables users of iZettle PRO to collect, store and process certain information about your customers (the “Loyalty Service”).

The Loyalty Service enables you to independently collect your customer’s name, email address, address, phone number, date of birth and additional information that your customer voluntarily choose to submit in the free text field that is displayed to your customer and to subsequently store and process such personal data in your iZettle Account (“Customer Information”). The Customer Information can be connected to a physical loyalty card, which is generated through the use of the Loyalty Service, and which can be provided to your customer. You are responsible for ensuring that you have a lawful basis for such processing of Customer Information including the collection and the subsequent storing and processing of the Customer Information.

You are aware of and accept that you are solely responsible for the collection, storing and processing of the Customer Information. You may only use the Loyalty Service in order to provide your customers with loyalty cards, which your customers can use in connection with a purchase from you in accordance with all applicable laws, rules and regulations and your privacy policy. You undertake to: a) abide by our instructions, as amended from time to time, regarding the use of the Loyalty Service, b) comply with the terms and conditions governing your access to and use of the Loyalty Service, as amended from time to time, c) comply with all other agreements entered into between you and us regarding other products and services provided by us, and d) comply with all applicable laws, rules and regulations and your privacy policy. You are responsible for and warrant that you have the right, and have ensured to have an appropriate lawful basis in place to be able to collect, store and process the Customer Information obtained through the use of the Loyalty Service.

You shall not use any personal data processed and/or gained access to through the Loyalty Service for any other purpose than to use the Loyalty Service in accordance with these iZettle Pro Terms.

iZettle will process Customer Information which includes personal data on your behalf when you use the Loyalty Service (“Customer Personal Data”), and what is set out in Schedule 1 shall apply to iZettle’s processing of Customer Personal Data in its capacity as data processor.

You may, at any time, deactivate and cease using the Loyalty Service by deactivating the Loyalty service or by contacting us in another way. Upon such deactivation, iZettle will delete all Customer Information and any copies available in your iZettle Account (except where it is required by law to retain such Customer Information.

10. Your additional liability and indemnification

In addition to what is set out in section 16 of the General Terms and Conditions, you are responsible for all liabilities incurred by a third party or us caused by your access to and use of iZettle PRO and/or arising from any breach by you of any provision of these iZettle PRO Terms. You agree to reimburse such third party or us for any and all such liability.

Notwithstanding the above or any other provision of these iZettle PRO Terms and in addition to what is set out in section 16 of the General Terms and Conditions, you agree to defend, indemnify, and hold us and each of our respective directors, agents, affiliates and representatives harmless from and against any claim, cost, suit, demand, loss, liability, damage, action, proceeding judgment, penalty, interest and expense (including without limitation reasonable attorneys’ fees) arising out of or relating to: a) any actual or alleged breach by you of any provision of these iZettle PRO Terms, b) your wrongful or improper use of iZettle PRO, c) third party liability or indemnity obligations we incur as a direct or indirect result of your acts or omissions.

In the event you are liable for any amounts owed to us, we may immediately collect such amounts from funds credited to your iZettle Account. If there are insufficient funds to cover your liability, you agree to reimburse us immediately on demand through other means.

11. Our liability

Our liability for iZettle PRO shall be governed by sections 5 (Service Level), 17 (No warranties) and 18 (Limitation of liability) of the General Terms and Conditions.

12. Amendments

You agree that we may at any time update or modify iZettle PRO subject to prior notification in accordance with section 19 of the General Terms and Conditions. However, we reserve the right to implement such updates and modifications with immediate effect without prior notice to you where necessary to maintain the security of our systems or to comply with applicable laws, rules and regulations.

13. Term and termination

These iZettle PRO Terms are effective upon the date you agree to them and will remain in force until terminated by you or by us in accordance with these iZettle PRO Terms or the General Terms and Conditions.

You may terminate these iZettle PRO Terms upon 30 days’ prior notice by contacting our customer success team at help.pro@izettle.com or as set out in the General Terms and Conditions. You may at all times during a free trial period terminate your Subscription without incurring any costs.

Upon termination of these iZettle PRO Terms, unless otherwise provided in these iZettle PRO Terms, you will not be entitled to refunds of any fees already paid, but shall be entitled to use your Subscription until the next Subscription Fee is due to be paid.

14. Governing law and disputes

Any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Scotland.

We both irrevocably agree that the Scottish courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1 – Data Processing Agreement – Loyalty Service

iZettle shall process the Customer Personal Data only in accordance with your written instructions or any other written agreement between the you and us and only for the purposes set out in these iZettle Pro Terms and Conditions, i.e. to provide your customers with loyalty cards which your customers can use in connection with a purchase from you in accordance with all applicable laws, rules and regulations and your privacy policy. Customer Personal Data may include (i) identification information such as date of birth, (ii) contact information such as e-mail address, address, phone number, and (iii) additional information that your customer voluntarily chooses to submit in the free text field that is displayed to your customer.

You acknowledge that we are reliant on you for direction as to the extent to which we are entitled to use and process the Customer Personal Data obtained through your use of the Loyalty Service. Consequently, iZettle shall not be liable for any claim brought by a data subject arising from any action or omission by iZettle, to the extent that such action or omission resulted directly from your instructions.

iZettle shall inform you if, in iZettle’s opinion, an instruction breaches any applicable data protection law. Any failure by iZettle to notify you shall not affect your responsibility and liability for your instructions.

iZettle shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks that are associated with the data processing activities, in particular accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Customer Personal Data including access control to premises, facilities, systems and data, disclosure control, input control, job control, availability control and segregation control.

iZettle shall not transfer or process any Customer Personal Data outside of the EEA without your written consent. Where you do consent to the transfer or processing of Customer Personal Data outside of the EEA, iZettle shall comply with all applicable laws in respect of such transfer.

iZettle shall take reasonable steps to ensure the reliability and competence of any of its personnel who have access to the Customer Personal Data and shall ensure that all such personnel are informed that such Customer Personal Data shall be treated as your confidential information.

You acknowledge and agree that iZettle may transfer Customer Personal Data to sub-contractors, provided that iZettle shall ensure that it includes in any contract with such sub-contractor provisions in favor of you which are equivalent to those set out in this Schedule 1 and shall remain liable to you for the sub-contractor’s acts or omissions as if undertaken by iZettle. iZettle shall, upon your written request, provide you with information about any sub-contractor’s processing of Customer Personal Data to the extent necessary for you to comply with applicable law and supervisory authorities’ requests.

iZettle can at any time and without justification appoint a new sub-contractor, subject to fifteen (15) days' prior notice through publication on our Website. During such period you will have the possibility to legitimately object to such changes. Legitimate objections must contain reasonable and documented grounds relating to a sub-contractor's non-compliance with applicable data protection law. If, in iZettle´s reasonable opinion, such objections are legitimate, you may, by providing written notice to iZettle, terminate the Loyalty Service immediately.

iZettle shall without undue delay notify you if it becomes aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the Customer Personal Data and will provide such further information as you may reasonably require in order to meet your obligations under applicable data protection laws (taking into account the nature of processing and the information available to iZettle).

iZettle undertakes to provide such reasonable cooperation, assistance and information (by use of appropriate technical and organizational measures) within the time frames that you may reasonably request to enable you to: (i) respond to any inquiries or requests from data subjects or supervisory authorities in accordance with applicable data protection laws including requests to access, rectify, erase, or block personal data (taking into account the information available to iZettle), and (ii) comply with your obligations in connection with security or data protection impact assessments (taking into account the nature of information available to iZettle) as may be required under applicable data protection laws. To the extent legally permitted, you shall be responsible for any costs arising from iZettle’s provision of such assistance. iZettle shall furthermore promptly notify you of any inquiries or requests concerning your processing of personal data which it receives directly from data subjects or supervisory authorities.

iZettle shall provide you with evidence of compliance with its obligations set out in this Schedule 1, and shall, upon your reasonable request, make available to you all further information reasonably necessary to demonstrate iZettle’s compliance with its obligations under this Schedule 1.

If you have objectively verifiable grounds to believe that the processing of Customer Personal Data by iZettle or its sub-contractor is not in compliance with the provisions of this Schedule 1, you shall be entitled, either by yourself or by an independent external auditor appointed by you, subject to providing at least thirty (30) days written notice, to (i) inspect iZettle’s procedures, policies, systems and measures used in relation to the processing of Customer Personal Data and/or (ii) otherwise verify iZettle’s compliance with the provisions of this Schedule 1.

iZettle may object in writing to an auditor appointed by you to conduct any audit under this Schedule 1 if the auditor is, in iZettle’s reasonable opinion, not suitably qualified or independent, a competitor of iZettle, or otherwise manifestly unsuitable.

Any such inspection or audit will be performed during iZettle’s regular business hours without disrupting or interfering with the ongoing operations and in the presence of an employee appointed by iZettle and will be always subject to iZettle’s confidentiality and security policies and procedures. Your right to conduct an inspection or audit as set out in this section is limited to one day per calendar year.

You shall be responsible for all costs related to the appointment of a third party auditor and, upon iZettle’s request, for its assistance and support in conducting the inspection or audit, reimburse iZettle for any time spent on such audit at iZettle’s then current professional services rates.

iZettle shall following completion of its contractual responsibilities, destroy or return, as instructed by you, any Customer Personal Data processed on behalf of you within a reasonable timeframe, unless otherwise required by applicable law.