These SPUKL Acquirer Terms are additional terms applicable to the Stripe Payment Services for Visa and Mastercard products for which Stripe Payments UK Ltd ("SPUKL") is a Payment Method Acquirer (“VM Payment Processing Services”). In these SPUKL Acquirer Terms, Visa Inc. ("Visa") and MasterCard Europe SA ("Mastercard") may be referred to individually as a “Network” and collectively as the “Networks”, and the rules issued by a Network are the “Network Rules.” Any terms used but not defined in these SPUKL Acquirer Terms will have the meaning provided in the Stripe Services Agreement ("Agreement").

These SPUKL Acquirer Terms constitute a legal agreement between you and SPUKL which is formed by SPUKL's offer of these terms to you, your acceptance of these terms, and SPUKL's subsequent provision of VM Payment Processing Services to you. You understand that Stripe or SPUKL may enforce any provisions of the Agreement that relate to your use of the VM Payment Processing Services (and you acknowledge you are directly responsible to SPUKL under the Agreement for any liability to SPUKL caused by your breach of the Agreement). SPUKL may also terminate these SPUKL Acquirer Terms at any time, which may limit or terminate your ability to use VM Payment Processing Services.

These SPUKL Acquirer Terms incorporate, by reference, the terms of the Agreement, except that in each case “Stripe” will be deemed to be a reference to SPUKL, and the application of the incorporated terms will be limited to SPUKL’s provision of the VM Payment Processing Services under the Agreement.

All other parts of the Services will remain governed by the Agreement between you and Stripe Payments Europe, Ltd.

You must accept all of the terms and conditions of these SPUKL Acquirer Terms to use the VM Payment Processing Services provided by SPUKL. If you do not accept them, you may not use the VM Payment Processing Services under these SPUKL Acquirer Terms.

Card Network Compliance and Disclosure

a. Important Member Disclosures: SPUKL discloses that:

• it is the only entity approved to extend acceptance of Visa and Mastercard products directly to you under these SPUKL Acquirer Terms;
• it must be a principal (signer) to these SPUKL Acquirer Terms;

• it is responsible for educating you the Network Rules with which you must comply, but this information may be provided to you by Stripe;

• subject to Section 3 of these SPUKL Acquirer Terms, with respect to Transactions processed through the VM Payment Processing Services, it is responsible for and must provide settlement funds to you (for further information, see Section 3); and

• with respect to Transactions processed through the VM Payment Processing Services, it is responsible for all funds held in reserve that are derived from Settlement funds prior to funding you.

b. Your Responsibilities: In addition to any other responsibilities set out in these SPUKL Acquirer Terms, you agree that, at all times throughout the term of these SPUKL Acquirer Terms, you will:

• comply with the PCI Standards in using and maintaining Payment Account Details;

• maintain fraud and Dispute rates acceptable under the Network Rules;

• review and understand the terms of these SPUKL Acquirer Terms; and

• comply with the Network Rules and Laws.

You may contact SPUKL by using the Contact us section of our website or sending mail to Stripe Payments UK Ltd, 211 Old Street, The Warehouse, 7th Floor, London EC1V 9NR, United Kingdom.

1. Purpose of these SPUKL Acquirer Terms

When you process your first Visa or Mastercard Transaction through a particular Payment Method Acquirer, applicable Network Rules require that you enter into a direct contractual relationship with the Payment Method Acquirer. These SPUKL Acquirer Terms constitute your direct contractual relationship with SPUKL which is a member of the Networks and a Payment Method Acquirer for Visa and Mastercard Transactions. In accordance with the requirements of the Network Rules, these SPUKL Acquirer Terms are offered and effective, and your direct contractual relationship with SPUKL is established, as provided in the introductory paragraphs above.

2. Compliance with Network Rules

Where you use the VM Payment Processing Services to accept charges from VM Payment Cards, you must comply with the Network Rules and limitations on use identified in the Agreement, including the guidelines, monitoring programs, and activity reporting (including excessive credits, Disputes, or deposits). Under the Network Rules, certain activity may subject you to chargebacks, fees, fines, settlement delays, withholdings, audits of your processing activity, or termination of these SPUKL Acquirer Terms and the Agreement. Without limiting the foregoing, you specifically agree to:

i. Only submit Transactions authorized by the cardholder;

ii. Only accept payment for the sale of products or services, and receipt of bona fide donations, and not for any Restricted Business, unless you have received prior written approval from Stripe;

iii. Submit a Transaction for the full amount owed by the Customer for the Transaction except where you and the Customer agree on a partial shipment (such as receiving a portion of an order), or where the Transaction qualifies for delayed delivery or special order deposits (such as paying for a deposit on a custom-built product);

iv. Not establish minimum or maximum amounts (except as permitted by the Network Rules), or condition charges for use of VM Payment Cards, and not discourage the use of one VM Payment Card brand over another;

v. Not impose surcharges or taxes (except where permitted by Law and Network Rules) and, where so done, you will only collect such amounts as part of the submitted charge;

vi. Only use the Networks' logos or marks in a manner permitted by the Network Rules;

vii. Not submit a Transaction that represents collection of a dishonoured check;

viii. Prohibit use of payment cards for disbursement of cash (except as permitted by the Network Rules and approved by Stripe);

ix. Comply with the security obligations identified in the Agreement, including compliance with the PCI Standards and only use cardholder data as permitted, and certify such compliance upon request, and not permit or promote fraudulent use of VM Payment Cards or cardholder data;

x. Make clear to Customers that they are transacting with you prior to, during, and after the Transaction, including providing clear statement descriptors;

xi. Use all reasonable methods to resolve disputes with your Customers, including those resulting in a Dispute, and not attempt to recharge a Customer for a Transaction that was previously charged back and subsequently returned to you unless the recharge is expressly authorized by the Customer; and

xii. Provide clear refund and exchange language that is consistent with Laws and the Network Rules.

3. Authorization for Handling of Funds

You authorize SPUKL, as your designated agent, to initiate holds, receipts, and disbursements of funds it receives [on your behalf] from the Networks for settlement of your VM Payment Cards ("Settlement Funds"). You also authorize Stripe to instruct SPUKL, on your behalf as your agent, on how and when disbursements of Settlement Funds should be made. SPUKL's obligations to settle funds to you are satisfied upon transfer of the Settlement Funds to you per your explicit request and authorization as your agent. Settlement funds will be held in pooled merchant accounts pending disbursement of the funds to you (or to any applicable recipient that you have instructed Stripe to make a disbursement to on your behalf) in accordance with the terms of the Agreement, including these SPUKL Acquirer Terms. You agree that you are not entitled to any interest or other compensation associated with the Settlement Funds, that you have no right to direct SPUKL to distribute Settlement Funds, and that you may not assign any interest in Settlement Funds held by SPUKL. SPUKL may periodically make information available to you through Stripe regarding anticipated funds settlement from the Networks. This settlement information does not constitute (or give rise to) a deposit or other obligation owed by Stripe or SPUKL to you. Any settlement information communicated to you is for reporting and informational purposes only. You are not entitled to access, and have no ownership or other rights in, the Settlement Funds prior to such funds being credited to the User Bank Account (or to the account of any applicable recipient that you have instructed Stripe to make a distribution to on your behalf). Any authorizations set out in these SPUKL Acquirer Terms will remain in full force and effect until your Stripe Account is closed or terminated.

4. Sharing of Data

a. You authorize Stripe and SPUKL to provide any Protected Data to each other, the Networks, fraud and AML screening agencies and other relevant governmental bodies to (i) provide the VM Payment Processing Services, (ii) comply with legal and regulatory obligations, and (iii) perform underwriting and risk review, including verification that you are legally permitted to transact and receive funds. Where required to comply with our obligations under Laws or the Network Rules, SPUKL may provide any data to law enforcement, the Networks, or Governmental Authorities. This authorization is provided in accordance with the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679).

b. You agree that you will not (i) use the Payment Account Details for any purpose other than to support VM Payment Processing Services, (ii) use the Payment Account Details for any purpose that you know or should know to be fraudulent or in violation of any Network Rules, (iii) sell, purchase, provide or exchange in any manner or disclose Payment Account Details to anyone other than SPUKL or the Networks (as applicable), or in response to a government request. Further, you agree that you will at all times comply with the PCI Standards with respect to Payment Account Details and will indemnify and hold SPUKL harmless for any violation or breach of the PCI Standards, including but not limited to, any fines, fees or assessments by any Networks imposed upon you, SPUKL, or Stripe.

c. Stripe's Privacy Policy explains how and for what purposes Stripe collects, uses, retains, discloses, and safeguards the Personal Data you provide to Stripe. You agree to review the terms of the Privacy Policy, which Stripe updates from time to time.

5. Term and Termination

These SPUKL Acquirer Terms will become effective as described in the introductory paragraphs and will remain in effect so long as you use the VM Payment Processing Services. These SPUKL Acquirer Terms will terminate automatically upon termination of the Agreement, except for those terms which are intended to survive termination. In addition, the VM Payment Processing Services and these SPUKL Acquirer Terms may be terminated at any time by SPUKL, as provided in the introductory paragraphs.

6. Representations and Warranties

In addition to the representations and warranties made in the Agreement, you represent as of the Effective Date and warrant to SPUKL during the term of the VM Payment Processing Services that: (a) you are legally able to enter into these SPUKL Acquirer Terms, (b) you will not use the VM Payment Processing Services, directly or indirectly, for any fraudulent or illegal undertaking; and (c) you will only use the VM Payment Processing Services in a manner consistent with the Agreement, including these SPUKL Acquirer Terms, the Documentation, and the Network Rules.

7. Restrictions on Usage

You may not use the VM Payment Processing Services from, or on behalf of persons or entities (a) in a country embargoed by the UK or any member state of the European Economic Area or (b) blocked or denied by the UK or any member state of the European Economic Area. You further acknowledge and agree that you will not use your Stripe Account and/or the VM Payment Processing Services for illegal transactions or in connection with illegal activity of any kind. Unless otherwise explicitly stated, Services are solely for use by individuals, companies, or other entities located (as defined under applicable law and Network rules) in the European Economic Area.

Notwithstanding anything to the contrary in these SPUKL Acquirer Terms, SPUKL may decline to process any Transaction submitted by you in its sole discretion, for example; if the relevant Transaction exceeds SPUKL’s risk tolerance taking into account all relevant factors, including SPUKL’s (i) legal and regulatory requirements, (ii) commercial partnerships, (iii) operational factors, or if the relevant Transaction is associated with a Restricted Business or would otherwise violate the terms of the Agreement.

8. Dispute Resolution

All disputes under these SPUKL Acquirer Terms are subject to the applicable provisions of the Agreement. In particular, the dispute resolution and arbitration provisions of the Agreement apply to disputes under these SPUKL Acquirer Terms by, with, or against SPUKL in the same manner they apply to disputes by, with, or against Stripe.

9. Waiver; Amendment

The failure of SPUKL to assert any of its rights under these SPUKL Acquirer Terms will not be deemed to constitute a waiver by SPUKL of its rights to enforce each and every provision of these SPUKL Acquirer Terms in accordance with its terms. These SPUKL Acquirer Terms may be amended by SPUKL from time to time in the same manner as the Agreement may be amended by Stripe.