PREAMBLE
These Terms and Conditions (hereinafter the “T&Cs”) apply: (i) to the conditions of access and use of the website “www.suby.fi” (hereinafter the “Site” or the “Website”), the “Application”, and any API developed and owned by the “Company” (as defined below); (ii) to the conditions of access and use of the “Services” (as defined below); and, more generally, (iii) to any interaction a “User” or “Merchant” (as defined below) may have with the Company, its affiliates, or any third party when using the Site, the Application, an API or the Services. The Site is operated by the Company. In connection with the Services, the Company acts as a payment facilitator and technical service provider enabling the Merchant to accept payments from Buyers for the Merchant’s own Products, sold by the Merchant in its own name and on its own account, as further described in Article 4 below. The Company is not a party to the sale of the Product and does not act as merchant of record. A Merchant must accept and fully comply with these T&Cs and the Privacy Policy before using the Services, an API or consulting the Site and the Application. The preamble is a fundamental and binding component of the T&Cs. Unless explicitly stated otherwise, the lists contained within the T&Cs shall not be construed as restrictive or limiting in any way. Capitalized terms have the meanings given to them in the Glossary below.GLOSSARY
API: Means any application programming interface provided by the Company. Application: Means the mobile and/or web application software through which the Company offers its Services, including the data supplied with the software and the associated media. Authorized User: Means a natural person operating or accessing a Merchant Account on behalf of a business using the Services. Buyer: Means a natural person or legal entity who purchases a Product from a Merchant via the Service. Company: Means Suby, a simplified joint-stock company (SAS) with a capital of 1,000 euros, having its registered office at Bureau 326, 59 rue de Ponthieu, 75008 Paris (France), registered under SIREN 990739302 (hereinafter the “Company”, “Suby” or “we”). Intellectual Property: Means (i) rights in, and in relation to, any trademarks, logos, patents, registered designs, design rights, copyright and related rights, moral rights, databases, domain names, utility models, and including registrations and applications for, and renewals or extensions of, such rights, and similar or equivalent rights in any part of the world; (ii) rights in the nature of unfair competition rights and to sue for passing off and past infringement; and (iii) trade secrets, confidentiality and other proprietary rights, including know-how and other technical information. Merchant / User: Means any natural person or legal entity that holds a Merchant Account and sells Products to Buyers, in its own name and on its own account, via the Service. Merchant Account: Means the account created by an Authorized User on the Site in order to access and use the Services. Merchant Terms of Sale: Means the terms and conditions governing the sale of Products by the Merchant to Buyers, drafted, published and made legally responsible for by the Merchant, and displayed at or before checkout in accordance with Article 4.3. Net Proceeds: Means the gross amount collected from a Buyer for a card or alternative-payment-method transaction, less applicable transaction fees, network fees, reserves, and any other deduction expressly provided for in these T&Cs or required under applicable card scheme rules. Payment Facilitator (PF): Means the role in which the Company enables Merchant acceptance of card and alternative payment methods by leveraging the payment facilitator / platform programs of its acquiring partners, onboarding the Merchant as a sub-merchant within each such acquiring partner’s own regulatory and contractual framework, as described in Article 13. Payout: Means the net amount payable by the Company to the Merchant for transactions processed through the Service, after deduction of applicable service fees, taxes, refunds, chargebacks, reserves and any other amounts permitted under these T&Cs. Privacy Policy: Means the privacy policy of the Company which sets out the terms on which it processes personal data. By using the Services, the User consents to such processing and confirms that all data provided is accurate. The Privacy Policy is available at: Privacy Policy. Product: Means any product or service sold by a Merchant to Buyers via the Service, including but not limited to digital goods, software as a service (SaaS), online content, physical goods and non-digital services. Services: Means the payment facilitation service together with all other products, features, technologies or functions offered by the Company on its Website, Application or via its API. Site / Website: Has the meaning given in the Preamble. T&Cs: Means these terms and conditions, including any annexes and referenced policies.ARTICLE 1 - USER AND MERCHANT ELIGIBILITY
The use of the Company’s Services is exclusively reserved for commercial entities. Personal use for individual, non-commercial purposes is expressly prohibited. Access to the Services is limited to Authorized Users who have been duly authorized by their respective businesses to act on their behalf. Authorized Users must provide the Company with valid credentials to confirm their binding authority when required. Failure to provide satisfactory proof of such authority may result in denial of access to the Services. All Authorized Users must be at least 18 years of age. By using the Services, a User affirms that they are 18 years or older and possess the legal capacity to enter into a binding contract. The Merchant represents and warrants that it is properly registered as a business or self-employed person under applicable law, holds all licenses, authorizations and registrations required to sell its Products, and is solely and fully responsible, as seller of record, for all aspects of the sale of the Products it offers via the Service.ARTICLE 2 - MERCHANT ACCOUNT
To access and use the Services, a User must create a Merchant Account and provide all requested business and identity details. The Merchant Account type and associated obligations depend on whether the Merchant operates as:- A merchant selling digital products or services (SaaS, subscriptions, online content); or
- A merchant selling physical products or non-digital services (e-commerce, freelance work, logistics-based businesses).
2.1 Account Information & Verification
- All information provided to the Company must be complete, accurate and truthful at all times.
- The Merchant is responsible for updating its information whenever changes occur, including changes to its country of establishment, tax residency, VAT or other tax identification numbers, and legal status.
- The Company may request additional supporting documents at any time to verify compliance or satisfy its own regulatory obligations.
- Failure to provide accurate information may result in suspension or termination of access to the Merchant Account, and in withholding of Payouts.
2.2 Security & Responsibility
- The Merchant is solely responsible for safeguarding its Merchant Account credentials, including login details, API keys, or authentication methods.
- Where the Merchant Account is linked to a self-custodial wallet used to receive Payouts, the Merchant assumes full responsibility for securing access to that wallet.
- The Company is not liable for losses resulting from unauthorized access to the Merchant Account, incorrect payout wallet addresses, or mishandling of funds by the Merchant.
- Any suspected unauthorized use must be reported immediately to the Company.
2.3 Specific Responsibilities for Each Merchant Type
Merchants selling physical products (e-commerce, logistics-based) must:- Maintain accurate inventory levels to prevent overselling;
- Handle logistics, shipping and returns of the Product at their own cost;
- Comply, as seller of record, with all applicable consumer protection laws relating to the sale, including pre-contractual information, withdrawal rights, and warranties.
- Publish and maintain their own Merchant Terms of Sale, including refund eligibility periods, in accordance with Article 4.3;
- Ensure such Merchant Terms of Sale are displayed to the Buyer before checkout.
2.4 Account Access & Updates
Access to the Merchant Account is provided via email notifications; the Merchant must ensure the security of its email credentials. The Company retains sole discretion to modify or terminate Merchant Account requirements or any aspect of the Services. Continued use of the Services after any such modification constitutes the Merchant’s acceptance of the updated requirements. The main functions of the Service - including the ability to publish checkout sessions for Products, process transactions, or receive Payouts - will not become active until the Merchant has successfully completed and been approved through the verification process described in Article 6.ARTICLE 3 - MERCHANT ACCOUNT SECURITY
3.1 General Security Obligations
- Use one-time passwords (OTP) sent via email for authentication purposes.
- Immediately report any unauthorized access attempts to the Company.
- Ensure the security of the email account used for OTP verification and Merchant Account access.
3.2 Merchant Payout Method
The Merchant must designate, via the Merchant Account, its preferred Payout method: (i) a bank account for Payouts in fiat currency; or (ii) a self-custodial wallet address for Payouts in supported stablecoins. The Merchant may change its designated Payout method at any time via the Merchant Account, subject to any verification requirements applicable to the new method. This payout mechanism operates independently from the Company’s role as payment facilitator described in Article 4: the Company collects and processes payment from the Buyer on the Merchant’s behalf, and separately executes Payouts to the Merchant’s designated bank account or wallet, net of the amounts described in Article 11. The Merchant is solely responsible for providing valid and correct bank account details or payout wallet address, as applicable, and for updating them as needed. Prior to withdrawal, funds corresponding to the Merchant’s Suby Balance are held by the Company’s Custody Partner in accordance with Article 16; neither the Company nor the Merchant has access to the private keys controlling those funds. Once a Payout has been executed to the Merchant’s designated bank account or self-custodial wallet address, the Merchant is fully responsible for securing access to it, including any associated private keys where applicable. Where the Merchant elects to receive Payouts by bank transfer, the Company processes such Payouts via its banking or payment partners in accordance with standard bank transfer rails and timelines; the Company is not liable for delays or errors caused by the Merchant’s bank or intermediary financial institutions. The Company cannot reverse, recover, or redirect a Payout once it has been executed to the designated bank account or wallet. In the event of an incorrect bank account or payout wallet address, a compromised Merchant wallet, or loss of wallet or bank account access, the Company cannot assist in recovering the funds beyond what its banking partners may reasonably support for bank-transfer Payouts.3.3 Email & Device Security
- The Merchant must ensure the security of its email account, as it serves as the platform’s authentication method.
- If the Merchant’s email is compromised, it must notify the Company immediately.
- The Merchant must keep its browser and operating system up to date, including the latest security patches and antivirus software.
3.4 Prohibited Security Risks
To prevent unauthorized access, the Merchant must not:- Share Merchant Account credentials, API keys, or payout wallet access with third parties;
- Allow remote access to its devices unless necessary for technical support;
- Use autofill features that store passwords in the browser;
- Attempt to bypass, disable, or interfere with two-factor authentication (2FA).
3.5 Liability Disclaimer
The Merchant is responsible for securing its own systems, including computers, software, and mobile devices used to access the Services. The Company does not guarantee that the Services will be free from bugs, malware, or cyber threats; the Merchant must implement adequate cybersecurity measures on its end.ARTICLE 4 - DESCRIPTION OF THE SERVICE; ROLES OF THE PARTIES
The Service enables the Merchant to sell its own Products to Buyers, in the Merchant’s own name and on the Merchant’s own account, via the Merchant’s own website or other sales channel. Purchases are completed through the checkout solution provided by the Company, whether hosted by the Company or embedded on the Merchant’s website, where the payment transaction is technically processed. In this setup, the Company does not act as merchant of record, does not purchase or resell the Product, and is not a party to the sale contract between the Merchant and the Buyer. The Company’s role is limited to enabling and processing the payment transaction as a payment facilitator, and to providing related administrative and technical services described below. The responsibilities of the Parties towards each other are set out below.4.1 The Company is responsible for:
- providing the technical infrastructure (hosted checkout, API, or embedded integration) enabling the Merchant to accept payment from the Buyer;
- processing the payment transaction as payment facilitator, in accordance with Article 13;
- issuing a payment confirmation to the Buyer evidencing that payment has been made, which does not constitute a sales invoice or receipt for the Product;
- providing related administrative services, such as fraud prevention, technical dispute-management tooling, and merchant fee processing;
- settling the resulting Payout to the Merchant in accordance with Article 11.
4.2 The Merchant remains solely responsible for:
- selling the Product to the Buyer, in its own name and on its own account, as the sole seller of record;
- issuing any invoice, sales receipt, or equivalent document to the Buyer required under applicable law for the sale of the Product;
- calculating, collecting, declaring and remitting any applicable sales tax, VAT or other indirect tax associated with the sale of the Product, based on the Buyer’s location and applicable tax law, as further described in Article 10;
- providing, delivering and ensuring access to the Product to the Buyer;
- ensuring that the Product performs as described and complies with applicable laws and regulations;
- ensuring that the Product does not infringe any third-party rights, including Intellectual Property rights;
- determining refund eligibility for the Product and instructing the Company accordingly under Article 12;
- managing all Buyer-facing customer service and post-sale support relating to the Product;
- fulfilling any consumer rights or remedies enforceable by the Buyer in relation to the Product, including withdrawal rights, legal warranties and product liability;
- publishing and maintaining Merchant Terms of Sale in accordance with Article 4.3;
- ensuring it is properly registered as a business under applicable law and reporting and paying all applicable direct and indirect taxes on its sales and on Payouts received, as further described in Article 10.
4.3 Buyer information
The Merchant shall clearly display its own Merchant Terms of Sale to the Buyer before checkout, including the identity of the Merchant as seller, refund and cancellation policy, and any other information required by applicable consumer protection law. The Merchant shall ensure that Buyers are clearly informed that the Merchant is the seller of the Product and that the Company (Suby) solely processes the payment as payment facilitator. In the event of any conflict between the Merchant Terms of Sale and these T&Cs regarding the payment process, these T&Cs shall prevail on payment-related matters; the Merchant Terms of Sale shall prevail on all matters relating to the sale of the Product itself.ARTICLE 5 - DISCLAIMERS
The Company acts solely as a payment facilitator and technical service provider. The Company is not a party to, and assumes no responsibility for, the sale contract between the Merchant and the Buyer. The Parties agree that, as between the Company and the Merchant:- the Merchant is the sole seller of record and is solely responsible for the content, quality, delivery, legality, and compliance of its Products, including all applicable indirect and direct taxes;
- the Company shall not be deemed to assume any of the Merchant’s obligations towards the Buyer, including delivery of the Product, invoicing, provision of support, compliance with consumer protection laws, or the accuracy and legality of Product information;
- the Company shall not be deemed to create, own, control, review, or endorse any Product offered by the Merchant, and assumes no responsibility for its legality, functionality, accuracy, performance, or compliance with applicable law or Buyer expectations.
ARTICLE 6 - MERCHANT VERIFICATION AND COMPLIANCE
To comply with applicable laws and regulations, the Company requires all Merchants to undergo a verification process before accessing the payment-related functions of the Service. This process may include identity verification, anti-money laundering (AML) screening, and other compliance (KYC/KYB) checks. The Merchant agrees to provide accurate and complete information as requested, including details regarding its legal entity, ownership structure, authorized representatives, business activities, and jurisdiction, and to keep this information up to date. The Company may request additional information or documentation at any time, whether during onboarding or throughout the Merchant’s use of the Service, and may engage third-party providers to carry out verification and compliance tasks. Failure to provide required information or documentation, or providing false or misleading information, may result in suspension or termination of access to the Service, withholding of Payouts, or other action deemed appropriate by the Company. The main payment-related functions of the Service - publishing checkout sessions, processing transactions, or receiving Payouts - will not become active until verification has been successfully completed and approved.ARTICLE 7 - USE OF THE SERVICE; PROHIBITED USE
The Service is intended for Merchants who wish to sell Products to Buyers using the Service’s features as described on the Website. Using the Service for any other purpose is not permitted. The Company may restrict the availability of the Service to Merchants or Buyers located in certain countries or territories. The relevant list is published on the Website and may be updated from time to time; the Service may not be used to offer Products to Buyers located in such countries or territories. The Merchant shall not offer, via the Service, any Product included on the Company’s prohibited or restricted products and merchant category (MCC) list, published and maintained on the Website and referenced in the Card Acceptance Agreement (Article 13.4). This list is incorporated by reference into these T&Cs and may be updated by the Company from time to time to reflect card scheme rules, acquirer requirements, or applicable law. Without limiting any of the Merchant’s other obligations, the Merchant shall not, and shall not allow any Authorized User to:- transfer the Merchant Account to anyone else without the Company’s permission;
- use the Service for any unlawful, obscene, or immoral purpose;
- submit false or misleading information;
- engage in fraudulent, illegal, or abusive behaviour;
- offer Products subject to licensing, authorization or registration requirements (including but not limited to financial services, gambling, or medical services) or included on the prohibited products list referenced above;
- attempt to gain unauthorized access to, or interfere with, the security or infrastructure of the Service;
- upload or transmit malicious code, or use any device or routine that could disrupt the proper functioning of the Service.
ARTICLE 8 - FEES AND PAYMENTS FOR THE SERVICE
As payment facilitator, the Company is entitled to a service fee for each transaction processed through the Service. This fee compensates the Company for payment processing infrastructure, fraud prevention, dispute-management tooling, and related administrative services. The service fee consists of:- a percentage-based commission on the gross transaction amount; and
- a fixed fee per transaction,
Confidentiality of Pricing
The fee structure agreed with a Merchant is confidential commercial information. The Merchant agrees not to disclose such pricing terms to third parties without the Company’s prior written consent. Breach of this obligation may result in suspension or termination of the Merchant Account.ARTICLE 9 - SELF-BILLING OF MERCHANT PAYOUTS
The Company shall issue self-billed invoices on behalf of the Merchant to document the amounts payable by the Company to the Merchant under these T&Cs. The Merchant agrees not to issue separate invoices to the Company for these Payouts. The Company shall make self-billed invoices available to the Merchant via the Merchant Account or another agreed method. The Merchant undertakes to review each invoice and to notify the Company in writing of any objection within three (3) business days; in the absence of such notice, the invoice is deemed accepted. The Merchant shall promptly inform the Company of any change to its tax registration status, invoicing details, or other information affecting the accuracy of self-billed invoices. Where the Merchant is VAT-registered, or otherwise qualifies as a taxable person for VAT purposes, the Merchant confirms that no VAT shall be applied to Payouts received from the Company and acknowledges that such Payouts may be subject to a reverse-charge mechanism where applicable. For the avoidance of doubt, these self-billed invoices document only the Company’s own service fees and the resulting Payout owed to the Merchant; they do not constitute, and shall not be treated as, an invoice for the sale of the Product to the Buyer, which remains the Merchant’s sole responsibility under Article 10.ARTICLE 10 - TAXES AND INVOICING
10.1 Indirect taxes - the Merchant’s sole responsibility
Unlike in a merchant-of-record arrangement, the Company does not calculate, collect, or remit any sales tax, VAT, or other indirect tax on the sale of the Product. The Merchant is solely and fully responsible for determining its own tax obligations, including registering for VAT or sales tax in any jurisdiction where required, calculating the correct amount of tax due on each sale, collecting such tax from the Buyer as part of the sale price, and remitting it to the competent tax authorities. The Company shall issue a payment confirmation to the Buyer evidencing that payment has been made via the Service; this document does not constitute a sales invoice or tax receipt for the Product and does not include, calculate, or represent any indirect tax. The Merchant is solely responsible for issuing to the Buyer any invoice or tax document required under applicable law. The Company will make available to the Merchant, via the Merchant Account, regular transaction records reflecting gross amounts received, fees deducted, and Payout amounts. These records are intended for reconciliation and informational purposes only and do not replace, and shall not be relied upon as, the Merchant’s own tax records or filings.10.2 Direct taxes - the Merchant’s responsibility
The Merchant remains solely responsible for the declaration, payment, and compliance with all direct taxes applicable to its business, including income tax, corporate tax, and any self-employment contributions on Payouts received from the Company, which the Merchant shall treat as taxable business income in accordance with applicable tax law. Payouts made by the Company to the Merchant constitute the net proceeds of the Merchant’s own sale of Products to Buyers, collected by the Company on the Merchant’s behalf as payment facilitator, and shall not be treated as royalties, licence fees, or payments for the use of Intellectual Property.10.3 No tax advice
The Company does not provide tax, legal, or accounting advice, and does not determine or verify the Merchant’s tax obligations on any sale. The Merchant is strongly encouraged to consult a qualified tax advisor regarding its indirect and direct tax obligations in every jurisdiction where it sells Products.10.4 Records and cooperation
The Merchant agrees to retain records relating to Products sold via the Service and to cooperate with the Company in providing reasonable documentation for tax or audit purposes upon request.10.5 Consequences of non-compliance
Failure by the Merchant to register for, collect, or remit applicable indirect taxes, or to comply with its tax obligations generally, may result in suspension or termination of access to the Service, withholding of Payouts, or reporting to competent authorities where legally required. The Company shall not be liable for any penalties, interest, back-taxes, or other consequences arising from the Merchant’s non-compliance with applicable tax law, and the Merchant shall indemnify the Company in accordance with Article 28 for any resulting claim against the Company.ARTICLE 11 - PAYMENTS AND PAYOUTS
Amounts owed to the Merchant are held pending withdrawal in accordance with Article 16. The Company collects payment from Buyers for transactions processed through the Service, on the Merchant’s behalf as payment facilitator, in fiat currency via the Company’s regulated acquiring and payment partners (see Article 13 for card and alternative payment methods), and/or in supported cryptocurrencies processed on-chain. After deducting applicable service fees, taxes, refunds, chargebacks, reserves, and other amounts permitted under these T&Cs, the Company settles the resulting Payout to the Merchant using the payout method designated under Article 3.2: (i) by bank transfer in fiat currency to the Merchant’s designated bank account; or (ii) by converting the relevant amount into supported stablecoins and transferring it on-chain to the Merchant’s designated self-custodial wallet address. The Merchant is solely responsible for ensuring that its designated bank account details or payout wallet address are accurate and up to date. Payouts, once executed to the designated bank account or wallet, are irreversible; the Company cannot recover, reverse, or redirect funds once sent, and is not liable for losses arising from incorrect payout details or from the Merchant’s mismanagement of its bank account or wallet. If the Merchant elects to convert stablecoins received as a Payout into fiat currency, such conversion must be performed via third-party off-ramp providers. Exchange rates, conversion fees, availability, and execution are determined exclusively by such providers, and the Company bears no responsibility for exchange rate volatility, conversion outcomes, or losses resulting from off-ramping. Payouts are executed in accordance with the schedule, thresholds, and process published on the Website or made available via the Merchant Account, and, for card transactions, in accordance with the settlement timing set out in Article 13.3. The Company may modify the Payout schedule, thresholds, and related procedures at any time, with such changes taking effect upon publication. The Company may withhold or delay a Payout to: (i) comply with applicable law or a regulatory obligation; (ii) investigate a suspected fraudulent, illegal, or prohibited transaction; (iii) maintain a reserve for potential chargebacks or refunds as described in Article 12.4 and Article 13.3; or (iv) enforce these T&Cs. The Company may deduct or offset any amount owed by the Merchant to the Company - including fees, refunds, chargebacks, penalties, or indemnification claims under Article 28 - from current or future Payouts, or from any reserve held under Article 12.4 or Article 13.3. The Merchant is responsible for all costs associated with receiving a Payout, including any network or blockchain fees.ARTICLE 12 - REFUNDS AND CHARGEBACKS
All refunds and chargebacks related to transactions processed through the Service are technically handled via the Service. The Merchant shall not process or accept any refund or return independently for such transactions outside the Service, and remains solely responsible for determining refund eligibility for its Products, as it is the seller of record. The Merchant must request any refund via the functionality provided in the Merchant Account. The Company will technically process such requests upon Merchant instruction, in accordance with the Service’s procedures and applicable law. Notwithstanding the above, the Company may, at its sole discretion, issue a refund to a Buyer without prior instruction from the Merchant where:- required by law or applicable consumer protection regulation;
- mandated by a card scheme, acquiring partner, or regulatory authority;
- due to a technical error, duplicate payment, or manifest mistake; or
- there is a suspected fraudulent payment or a payment dispute.
12.4 Rolling reserve (general)
Where a Merchant’s chargeback rate, refund rate, or overall risk profile so warrants, the Company may withhold a rolling reserve from the Merchant’s Payouts to cover potential chargebacks, refunds, or other financial exposure. The applicable reserve percentage and holding period are determined by the Company based on the Merchant’s risk profile (including its business model, MCC, chargeback and refund history, and transaction volume), as communicated to the Merchant via the Merchant Account or the applicable commercial agreement, and may be adjusted by the Company from time to time to reflect changes in the Merchant’s risk profile. As a general threshold applicable across payment methods, if the Merchant’s monthly chargeback rate or refund rate exceeds one percent (1.0%) of transactions, the Company may increase the reserve percentage, extend the reserve holding period, or suspend Payouts until the Merchant’s risk exposure is resolved. Reserved amounts are released on a first-in-first-out basis at the end of the holding period applicable at the time each amount was withheld, unless applied against outstanding chargebacks, refunds, or other amounts owed by the Merchant, or unless a longer period is required under applicable law, card scheme rules, or acquirer requirements.ARTICLE 13 - CARD ACCEPTANCE AGREEMENT (PAYMENT FACILITATOR MODEL)
This Article constitutes the card acceptance agreement between the Company and the Merchant, incorporating the applicable rules of the card schemes (including Visa and Mastercard) and any other supported alternative payment method (“APM”) network. By accepting these T&Cs, the Merchant acknowledges and agrees to all terms set out in this Article, and specifically acknowledges that the Company acts as Payment Facilitator (PF), onboarding the Merchant as a sub-merchant under the Company’s master merchant agreements with its acquiring bank(s) and in accordance with the card schemes’ payment facilitator/aggregator programs. Pricing applicable to card and APM acceptance is defined exclusively in the commercial agreement or pricing schedule signed separately between the Parties, or, in the absence thereof, in the default pricing referenced in Article 8 and Article 13.6. All other conditions of card acceptance - including billable events, reserves, settlement, risk, compliance, dispute management, and termination - are governed exclusively by this Article 13.13.1 Role, structure and accepted payment methods
- The Company acts as payment facilitator, not as merchant of record, by leveraging the payment facilitator / platform programs made available by its acquiring partners. Under this model, the Merchant is onboarded as a sub-merchant directly within the technical and contractual framework of the relevant acquiring partner, under that acquiring partner’s own card scheme registration and regulatory authorization. The Company may use different acquiring partners depending on the Merchant’s region, currency, risk profile, or business model; the specific acquiring partner(s) applicable to the Merchant’s transactions will be communicated via the Merchant Account. The Merchant is disclosed to the relevant acquiring partner(s) and, where required by card scheme rules, to the card schemes themselves, as the true seller of the underlying Product (sub-merchant disclosure).
- The Company charges the Buyer on the Merchant’s behalf, receives funds from its acquiring partners, and remits Net Proceeds to the Merchant as a Payout, subject to the deductions, reserves and suspension rights set out in this Article.
- “Net Proceeds” means the gross amount collected from Buyers, less applicable transaction fees, network fees, reserves, and any other deduction expressly provided for in these T&Cs or required by applicable card scheme rules.
- The Merchant shall not process, refund, or initiate chargebacks directly with acquirers or card schemes. All such actions must be initiated exclusively through the Company, which retains sole discretion to initiate, approve, decline, or process refunds, dispute responses, and chargeback management on the Merchant’s behalf, in accordance with card scheme rules, acquirer requirements, risk controls, or consumer protection standards.
- Card and APM acceptance is limited to methods explicitly approved by the Company, including its hosted checkout, direct API integration, mobile-optimized flows, or approved partner-embedded pages. The Merchant shall not implement unapproved or standalone integrations, and shall not enter into a separate, direct merchant agreement with an acquirer or card scheme for the same activity without the Company’s prior written consent.
- The Company retains sole discretion to approve or decline any merchant category code (MCC), payment flow, transaction currency, or Buyer country of residence for onboarding as a sub-merchant. Only approved categories and jurisdictions will be activated.
- Nothing in this Article grants the Merchant the right to act as a payment facilitator, payment service provider, or agent of the Company. The Merchant remains fully independent and responsible for its own licensing obligations and its relationships with its own Buyers.
13.2 Billable events and transaction controls
The following events are billable under these T&Cs: authorization attempt; capture or settlement; refund; chargeback initiation; account updater or token usage; and dispute-prevention tools and services (including RDR, Ethoca, Verifi or equivalent). The maximum transaction value is defined dynamically by the Company based on business model, MCC, or payment method. The Merchant shall not attempt to submit a transaction exceeding the defined limit without the Company’s prior written consent. The Company does not impose a default daily per-card transaction limit unless required by applicable network rules or specific anti-fraud requirements; volume caps may be introduced dynamically based on risk profile or compliance needs and will be communicated to the Merchant in writing where applicable. Certain billable events may trigger pass-through fees imposed by card schemes, acquiring partners, or related service providers (including account updater services, tokenization services, and similar network fees); such pass-through fees may be deducted from Net Proceeds or applied against the rolling reserve, and will be itemized in reporting where possible.13.3 Reserve and settlement
This section governs the rolling reserve, settlement timing, the Merchant’s financial responsibility, and the escalation protocol applicable to a Merchant Debit Balance.13.3.1 Rolling reserve
A rolling reserve may be withheld on card transactions, at a percentage determined by the Company based on the Merchant’s risk profile in accordance with Article 12.4. The reserve may be used by the Company at any time to fund Buyer refunds or mitigate transaction-related financial exposure, including but not limited to chargebacks, fraud, or insolvency. Net Proceeds are generally settled on a T+3 to T+5 business-day basis.13.3.2 Release of the reserve
The rolling reserve is released on a first-in-first-out basis at the end of the holding period applicable at the time of withholding, as determined under Article 12.4, unless used to cover refund obligations or otherwise offset, withheld, or deferred where required by card scheme rules, acquiring partner requirements, or applicable law, or to cover pending or reasonably anticipated chargebacks, refunds, disputes, cancellations, fraud losses, or network fines. Any utilized portion of the reserve is automatically replenished from future transaction proceeds. Reserve payouts follow the standard settlement cycle and are disbursed within three (3) to five (5) business days of their respective release date.13.3.3 Chargeback and refund rate threshold
For the purposes of this Article, “chargeback rate” and “refund rate” mean the chargeback-to-transaction ratio and the refund-to-transaction ratio, calculated in accordance with the applicable card scheme rules (or, if not otherwise specified, the total number of first chargebacks or refunds received in a calendar month divided by the total number of captured transactions in the same month, expressed as a percentage). If the Merchant’s monthly chargeback rate or refund rate exceeds 1.0% (or any lower threshold required by applicable card scheme rules or acquiring partner requirements), the Company may suspend all payouts and delay settlement until the risk exposure is resolved. The overall compliance, remediation, and termination framework is set out in Article 13.3.4 below. The Company will notify the Merchant promptly after exercising such right, except where immediate action is required to comply with card scheme obligations or to prevent active fraud.13.3.4 Financial responsibility and debit balance protocol
(a) Financial responsibility. The Merchant is solely and fully responsible to the Company for any financial exposure arising from transactions processed through the Company’s infrastructure, including but not limited to chargebacks, refunds, fraud losses, and card scheme fines, regardless of origin or cause. The rolling reserve constitutes only a partial guarantee and does not cap the Merchant’s total liability. (b) Debit balance. Where the rolling reserve is insufficient to cover financial exposure, the unpaid amount constitutes a legally binding debt owed by the Merchant to the Company (the “Debit Balance”). The Company will notify the Merchant in writing of any Debit Balance, including a breakdown of the underlying transactions and the amount owed. (c) Automatic recovery. The Company will recover any Debit Balance automatically by: (i) deducting it from the Merchant’s future settlement proceeds; and/or (ii) drawing on the rolling reserve. If these T&Cs are terminated or the Merchant Account is closed before the Debit Balance is fully recovered, the remaining balance becomes immediately due and legally binding, and the Company reserves the right to pursue recovery through any available legal means. (d) Escalation protocol: Step 1 - Notification: the Company notifies the Merchant in writing of the Debit Balance or risk event, with all necessary details, and makes its payments team available to coordinate remediation. Step 2 - Activation of chargeback protection: if the chargeback rate increases and exposes the Company to risk, the Company will activate chargeback protection programs (RDR, Ethoca alerts, Verifi or equivalent); costs of these programs, as invoiced by the relevant providers, are passed through to the Merchant and deducted from Net Proceeds or applied against the rolling reserve, with full transparency as to costs and covered transactions. Step 3 - Full account suspension: if the Debit Balance remains unresolved, or suspension rights are triggered, the Company may suspend all processing and settlement activity; the Merchant will be informed in writing of the triggering event and the conditions required to restore service. (e) Survival. The Merchant’s financial obligations under this section survive termination of these T&Cs. Any Debit Balance not recovered before or upon termination remains immediately due and legally binding. (f) Account closure with a debit balance. If the Merchant requests account closure or ceases processing activity while a Debit Balance exists or is reasonably anticipated (including pending disputes, chargebacks, or refunds), all such amounts become immediately due. The Company may offset any amount owed by the Merchant against any amount payable to the Merchant, including future settlements, reserves (released or not), and any other funds held or processed by the Company. The Merchant shall reimburse the Company’s reasonable collection costs, including external legal fees where applicable.13.4 Risk, compliance, and network rules
13.4.1 General compliance with network rules
- All activity must comply with Visa, Mastercard, and other applicable network rules, including those relating to chargebacks, MCC classifications, and permitted countries.
- The Company retains full discretion regarding which jurisdictions, currencies, and use cases may be supported. Transactions from unauthorized countries or business models will be blocked or refunded.
- The Merchant shall not contract separately or independently with card schemes for services provided under these T&Cs.
13.4.2 Chargeback threshold and remediation
If the Merchant’s chargeback rate exceeds 1.0% in a calendar month (or a lower threshold required by applicable card scheme rules or acquiring partner requirements), the Company may: suspend settlements; increase reserves; impose additional fraud controls; or suspend card processing and require a formal remediation plan. If the chargeback rate remains above 1.0% for two consecutive months, the Company may terminate card acceptance services with immediate effect. Unless immediate action is required by card scheme rules or to prevent active fraud, the Company will provide written notice and a remediation period of at least seven (7) calendar days before exercising its termination rights under this section.13.4.3 Indemnification
The Merchant shall indemnify and hold the Company harmless from direct losses, card scheme penalties, or damages resulting from intentional fraud, gross negligence, or material violations of card scheme rules committed by the Merchant. This indemnification does not apply to routine operational issues, unintentional errors, or chargebacks arising from valid Buyer disputes. This section is supplementary to, and does not limit, any other indemnification or allocation of liability set out elsewhere in these T&Cs, including Article 28.13.4.4 Dispute prevention services
The Company may, at its discretion or where required by card schemes or acquiring partners, activate dispute prevention or resolution programs (including but not limited to Rapid Dispute Resolution (RDR), Ethoca Alerts, Verifi, or equivalent). Such activation may occur if the Company identifies a significant increase in fraud or chargeback indicators, or where card schemes or acquiring partners require it. The Company will inform the Merchant before or immediately after activation. Costs charged by program providers are passed through to the Merchant and deducted from Net Proceeds or applied against the reserve, with full transparency as to amounts and covered transactions.13.4.5 Chargeback dispute process
Upon receiving a chargeback claim, the Company will promptly notify the Merchant, providing the reason code, transaction reference, chargeback amount, and available dispute information. The Merchant has seven (7) calendar days from notification to submit evidence for representment. If no evidence is submitted within this period, the Company may accept the chargeback without recourse for the Merchant. The Company will assess representment eligibility based on the evidence provided and applicable card scheme rules; the final decision to pursue representment rests with the Company.13.4.6 PCI-DSS and data security
- The Merchant must at all times comply with the Payment Card Industry Data Security Standard (PCI-DSS) requirements applicable to its role and transaction volumes.
- The Merchant shall not store, process, or transmit cardholder data (including full card numbers, CVV/CVC codes, or PINs) unless strictly necessary and fully compliant with PCI-DSS.
- In the event of an actual or suspected data breach involving cardholder data, the Merchant must notify the Company immediately and fully cooperate with any forensic investigation. All costs related to the forensic investigation, card scheme fines, or card reissuance attributable to the Merchant shall be borne solely by the Merchant.
13.4.7 Sub-merchant disclosure
The Merchant acknowledges and agrees that, as required under the payment facilitator / platform program of the relevant acquiring partner, and under applicable Visa and Mastercard payment facilitator/aggregator program rules, the Company is required to disclose to the relevant acquiring partner(s), and, where applicable, to the relevant card scheme(s) via such acquiring partner(s), certain identifying information about the Merchant as sub-merchant - including but not limited to its legal name, trading name, business address, MCC, and transaction volume - as a condition of the Merchant’s onboarding under that acquiring partner’s payment facilitator / platform program and of the Merchant’s continued ability to accept card payments through the Service.13.5 Duration and termination of card acceptance
13.5.1 Standard termination
Card acceptance services may be terminated by either Party upon thirty (30) days’ written notice.13.5.2 Immediate termination
The Company may terminate card acceptance services with immediate effect, without notice or penalty, in the event of: a material breach of these T&Cs by the Merchant; the Merchant’s chargeback or fraud rate reaching the termination conditions set out in Article 13.4.2, subject to the notice and remediation process described therein, unless immediate action is required by card scheme rules, acquiring partners, or applicable law; the Merchant’s insolvency, liquidation, or cessation of business; or a termination requirement imposed by card scheme rules, acquiring partners, or applicable law.13.5.3 Reserve retention after termination
Upon termination, transaction processing ceases immediately. Rolling reserves and any other withheld or pending amounts may be retained by the Company for a minimum period of one hundred and twenty (120) days following the date of the last processed transaction, and longer if required by card scheme rules, acquiring partner requirements, applicable law, or the need to cover pending chargebacks, refunds, disputes, cancellations, fraud losses, or network fines. Chargebacks received after termination will be deducted from retained amounts. If retained amounts are insufficient, the outstanding balance constitutes a debt owed by the Merchant to the Company, recoverable in accordance with Article 13.3.4. Any remaining balance, net of outstanding obligations, will be released following final reconciliation.13.6 Pricing - reference to the commercial agreement
Pricing applicable to card acceptance services (transaction fees, chargeback processing fees, card scheme fees, and any other applicable charge) is defined exclusively in the commercial agreement or pricing schedule signed separately between the Company and the Merchant. All other conditions relating to card acceptance are governed by this Article 13. For reference only, and subject to an individual agreement, standard default pricing is as follows: cards: 4% + 25 per Visa dispute, $50 per Mastercard dispute. These rates may vary depending on payment method, region, and risk profile.ARTICLE 14 - REGULATORY QUALIFICATION
The Parties expressly acknowledge and agree that:- the Company does not act as merchant of record and is not a party to the sale of the Product; the Merchant is at all times the sole seller of record;
- the Company acts as a technical payment facilitator, enabling the Merchant to accept card and alternative payment method transactions as a disclosed sub-merchant under the Company’s agreements with its acquiring partners, in accordance with Article 13;
- the Company enables the Merchant to accept payments by leveraging the payment facilitator / platform programs of its regulated acquiring partners, each of which holds its own authorization as a payment service provider or acquiring institution under applicable law; the Company does not itself hold a separate payment institution license and relies on the scope of activity permitted to it under its commercial and technical relationship with each such acquiring partner;
- the Company does not itself hold or control the private keys to funds corresponding to the Merchant’s Suby Balance, which are held by a regulated third-party Custody Partner in accordance with Article 16, pending withdrawal by the Merchant;
- any conversion between fiat currency and stablecoins is performed by the Company for its own account.
ARTICLE 15 - THIRD-PARTY MATERIALS
Certain features of the Website, Application, or Services may enable the Merchant to access or interact with information, products, services or content provided by third parties (“Third-Party Materials”), including embedded content, hyperlinks, APIs, off-ramp providers, or external integrations. The Company does not control, endorse, or assume responsibility for any Third-Party Materials, including their accuracy, legality, or security, and may block, restrict, or remove access to them at its sole discretion. The Merchant engages with Third-Party Materials at its own risk and subject to the relevant third party’s own terms.ARTICLE 16 - CUSTODY OF FUNDS AND MERCHANT BALANCE
Amounts payable to the Merchant following a sale are reflected as a balance in the Merchant Account (the “Suby Balance”) pending withdrawal by the Merchant. The Suby Balance is a record of the amount owed by the Company to the Merchant; it does not constitute a deposit, e-money, or a custodial digital asset account held by the Company. The Company does not hold, control, or have access to the private keys, seed phrases, or wallet credentials associated with any wallet used in connection with the Services, whether the Merchant’s own withdrawal destination or otherwise. Funds corresponding to the Suby Balance are held, pending withdrawal, by a regulated third-party custodian or payment institution engaged by the Company (the “Custody Partner”). Neither the Company nor the Merchant has direct access to the private keys or credentials controlling the funds held by the Custody Partner; access and release of funds are governed by the Company’s agreement with the Custody Partner and are triggered by a withdrawal instruction validly submitted by the Merchant via the Merchant Account. Upon a withdrawal request, the Company instructs the Custody Partner to release the corresponding funds, which are transferred directly to the bank account or self-custodial wallet address designated by the Merchant under Article 3.2. From the point such funds are received at the Merchant’s designated bank account or wallet, the Merchant assumes full and sole responsibility for their custody and security, in accordance with Article 3.2. The Company shall not be liable for any act, omission, insolvency, security incident, or operational failure of the Custody Partner, except to the extent caused by the Company’s own gross negligence or wilful misconduct in selecting or instructing the Custody Partner. The Company does not guarantee the availability, solvency, or continued operation of any Custody Partner and may change its Custody Partner at any time, with notice to the Merchant where the change materially affects withdrawal timelines or processes. For the avoidance of doubt, this Article governs the holding of funds between collection from the Buyer and withdrawal by the Merchant. The Company’s role in collecting funds from Buyers as payment facilitator is governed by Articles 4, 11 and 13.ARTICLE 17 - NO FIDUCIARY DUTIES
These T&Cs do not create or impose any fiduciary duty on the Company. The Company does not act as a trustee, agent, or financial custodian for the Merchant. To the fullest extent permitted by law, the Merchant acknowledges that the Company’s only obligations towards it are those expressly set out in these T&Cs, and any potential fiduciary obligation is irrevocably disclaimed and waived.ARTICLE 18 - INTELLECTUAL PROPERTY
All rights, title, and interest in and to any software, services, and Intellectual Property developed, provided, or made available by the Company or its affiliates - including the Application, Website, API, developer tools, sample source code, documentation, and the technology and proprietary algorithms used in the Company’s payment infrastructure - remain the exclusive property of the Company and its licensors. All Company materials and Services are protected by Intellectual Property laws and international treaties. Subject to these T&Cs, the Company grants the Merchant a worldwide, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Service for its intended purpose, for internal business use only, for as long as these T&Cs remain in force.ARTICLE 19 - RESTRICTIONS ON USE OF COMPANY MATERIALS
Unless authorized in writing by the Company, the Merchant shall not: use or exploit Company materials for unauthorized commercial purposes; sell, sublicense, lease, rent, assign, or otherwise transfer the Services or Company materials to a third party; remove or alter any trademark or Intellectual Property notice; modify, copy, adapt, or create derivative works of Company software or materials; or reverse-engineer, disassemble, or decompile any Company software. Unauthorized use may result in immediate termination of the Merchant Account and legal action, including for damages and injunctive relief.ARTICLE 20 - COMPANY TRADEMARKS
A non-exhaustive list of Company trademarks includes “SUBY” and any other business or service name, logo, sign, graphic, page header, button icon, or script belonging to the Company or its licensors (“Company Trademarks”). Unless authorized in writing, the Merchant may not copy, imitate, modify, or use the Company Trademarks in a way that misrepresents affiliation, implies endorsement, creates confusion, or disparages the Company. The Merchant may use Company-provided HTML logos solely to direct traffic to the Company’s official Services, without modifying or distorting them. Unauthorized use may result in termination of the Merchant Account and legal action.ARTICLE 21 - OTHER TRADEMARKS
All trademarks, product names, and logos appearing in the Company materials or Services that are not owned by the Company are the property of their respective owners and may not be used without the applicable rights holder’s permission. The Merchant agrees not to misrepresent any affiliation with such third parties.ARTICLE 22 - PROHIBITION OF MISUSE
The Merchant shall not misuse the Services, including by introducing malicious software, attempting unauthorized access to the Company’s systems or infrastructure, engaging in denial-of-service attacks, or bypassing security mechanisms. Such conduct may constitute a criminal offense; the Company will report suspected breaches to law enforcement and cooperate with any investigation, and access to the Services will be immediately revoked. Any violation results in immediate termination of the Merchant Account.ARTICLE 23 - RESPONSIBILITY FOR FORESEEABLE LOSS
The Company shall not be liable for any loss or damage that is not foreseeable. A loss or damage is foreseeable if it is obvious that it will occur, or if both parties knew it might occur at the time these T&Cs were entered into.ARTICLE 24 - LIMITATION OF LIABILITY
The Company does not exclude or limit liability where it would be unlawful to do so, including liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation. Subject to the foregoing, the Company’s total aggregate liability for any claim arising from the use of the Services shall be limited to the total amount of service fees actually received by the Company from the Merchant during the six (6) months preceding the event giving rise to the claim. Under no circumstances shall the Company be liable for indirect, incidental, or consequential damages, loss of revenue, business or profits, or losses resulting from third-party failures, including financial partners or blockchain networks. This limitation does not apply where the Company has acted with gross negligence or intentional non-performance, or where such limitation is not permitted under applicable law.ARTICLE 25 - LIMITATION OF LIABILITY FOR COMMERCIAL USE
To the fullest extent permitted by law, where the Merchant uses the Services for a commercial or business purpose, the Company shall not be liable for loss of profit, loss of business or revenue, business interruption, loss of business opportunity, or any indirect, incidental, or consequential damages.ARTICLE 26 - LIABILITY FOR TECHNOLOGICAL ATTACKS
The Company shall not be liable for loss or damage caused by viruses, malware, ransomware, phishing, or other technological attacks, or by security vulnerabilities affecting blockchain transactions, stablecoin payments, or third-party integrations. The Merchant is solely responsible for implementing adequate cybersecurity measures, including protecting the private keys and credentials associated with its payout wallet.ARTICLE 27 - LIABILITY FOR EVENTS OUTSIDE THE COMPANY’S CONTROL
The Company shall not be liable for any failure to perform or delay in providing the Services due to events beyond its reasonable control, including force majeure events, government or regulatory action, cybersecurity incidents affecting third-party providers, blockchain network failures, stablecoin depegging events, market disruptions, or failures of banking or payment infrastructure.ARTICLE 28 - INDEMNIFICATION; LIABILITY FOR BREACH OF T&CS
If the Merchant breaches these T&Cs, any applicable law, or misuses the Services, the Merchant agrees to compensate, defend, and hold the Company harmless against any losses, claims, damages, costs, or expenses (including legal fees) incurred by the Company as a result. Without limiting the foregoing, the Merchant agrees to fully indemnify the Company for any claim, damage, liability, loss, cost, or expense arising out of or in connection with:- the Merchant’s Products, including their content, marketing, delivery, quality, performance, or non-compliance with applicable law or the Merchant’s own representations, the Merchant being at all times the sole seller of record;
- the Merchant’s Merchant Terms of Sale, including their accuracy, legality, and compliance with applicable consumer protection law;
- the Merchant’s failure to calculate, collect, declare or remit any applicable indirect or direct tax on the sale of its Products;
- any actual or alleged infringement of third-party rights, including Intellectual Property rights, by the Merchant or its Products;
- any false, misleading, or incomplete information or representation made by the Merchant to Buyers or to the Company, including in connection with its sub-merchant disclosure under Article 13.4.7;
- any claim, investigation, fine, or enforcement action initiated by a Buyer, consumer protection authority, tax authority, card scheme, acquiring partner, or other regulator, to the extent resulting from the Merchant’s non-compliance with applicable law, tax obligations, or these T&Cs;
- disputes between the Merchant and a Buyer concerning the sale, delivery, performance, or refund of a Product;
- any breach of the Merchant’s obligations under the Card Acceptance Agreement (Article 13), to the extent not already covered by Article 13.4.3.
ARTICLE 29 - RELEASE
In the event of a dispute between the Merchant and any third party - including another Merchant, a wallet provider, a blockchain network operator, an off-ramp provider, or other infrastructure partner - arising from causes outside the Company’s control, the Merchant agrees to release and hold the Company harmless from any related claims, damages, or losses, except to the extent such dispute arises directly from the Company’s gross negligence, fraud, or wilful misconduct. This Article does not limit the Company’s own obligations as payment facilitator towards Buyers, nor the Merchant’s rights or the Company’s obligations under Articles 4, 11, 12, and 13 in relation to transactions processed through the Service.ARTICLE 30 - DISCLAIMER OF WARRANTY
The Company provides the Services on an “as is,” “where is,” and “where available” basis, without any express, implied, or statutory warranty, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted availability. To the fullest extent permitted by law, the Merchant assumes all risk related to use of the Services. Any templates, sample documents, guidance, or other materials provided by the Company via the Service are for general informational purposes only and do not constitute legal, tax, or compliance advice (see also Article 5).ARTICLE 31 - SERVICE AVAILABILITY
The Company will use commercially reasonable efforts to keep the Services available and operational, but does not guarantee uninterrupted or error-free availability, and may suspend, modify, restrict or discontinue all or part of the Services, including for scheduled maintenance or to address security incidents.ARTICLE 32 - MERCHANT RESPONSIBILITY
The Merchant is solely responsible for making the necessary arrangements to access the Services and for managing access permissions of any Authorized User. If the Company suspects unauthorized or fraudulent account access, it may refuse access to a third party and will notify the Merchant before or immediately after such access is blocked, unless doing so would violate security protocols or regulatory requirements.ARTICLE 33 - TERMINATION
33.1 Immediate Termination by the Company
The Company may immediately terminate the Merchant’s access to the Service without prior notice where:- the Merchant breaches these T&Cs or applicable law, including misuse of the Services or non-compliance with tax or confidentiality obligations;
- the Company is required to do so by law, regulation, or a competent authority;
- there is reasonable suspicion of fraud, money laundering, or other unauthorized or illegal activity;
- the Merchant fails to pay fees, penalties, or other amounts due within the applicable period;
- continued use of the Service poses a risk to the security, stability, or integrity of the Service, the Company, or third parties;
- the conditions for immediate termination of card acceptance under Article 13.5.2 are met.
33.2 Termination with Notice
The Company may terminate a Merchant Account without cause, subject to at least thirty (30) days’ prior notice. During that period, the Merchant must settle all outstanding payments and fulfil any pending transaction, refund, or tax obligation.33.3 Consequences of Termination
Upon termination: the Merchant’s right to access the Services ceases immediately; the Merchant Account may be deactivated; and the Merchant must cease all use of the Service and remove Company materials from its systems. Any remaining Payout will be processed in accordance with these T&Cs; however, any rolling reserve or other withheld amount relating to card transactions will be retained for the period, and released in the manner, set out in Article 13.5.3 (minimum 120 days from the last processed transaction, longer where required), and any amount owed under Article 28 or Article 13.3.4 may be deducted before release. Provisions which by their nature should survive termination (including Articles 10, 12, 13.3.4, 13.5.3, 16, 23–29 and 33.4) remain in effect.33.4 Post-Termination Actions
The Company retains the right to pursue legal remedies for a Merchant’s breach of these T&Cs, including damages and injunctive relief.33.5 Termination by the Merchant
The Merchant may request voluntary termination of its Merchant Account at any time by contacting Customer Support, subject to the fulfilment of outstanding obligations. The Merchant may not request termination to avoid legal action, a regulatory investigation, or outstanding liabilities. If the Merchant attempts to close its account during an active investigation, the Company may temporarily withhold Payouts until the investigation concludes and may continue pursuing outstanding fees, disputes, or compliance matters after account closure. The Merchant remains responsible for unpaid fees, chargebacks, or legal obligations incurred before termination.ARTICLE 34 - TRANSFER AND ASSIGNMENT
The Merchant may not transfer, assign, mortgage, subcontract, or otherwise deal with its rights or obligations under these T&Cs without the Company’s prior written consent. The Company may transfer, assign, or novate these T&Cs or any right or obligation under them at any time without the Merchant’s consent. This does not affect the Merchant’s right to close its Merchant Account under Article 33.ARTICLE 35 - PARTIES TO THE AGREEMENT
This agreement is solely between the Company and the Merchant. No third party has the right to enforce any provision of this agreement, except as explicitly stated herein. Neither party needs a third party’s consent to modify, update, terminate, enforce, or waive any provision of these T&Cs.ARTICLE 36 - PERSONAL DATA & PRIVACY POLICY
The Company’s Privacy Policy governs the processing of personal data provided by the Merchant and is accessible at: Privacy Policy. The Privacy Policy, including the Company’s Cookie Policy, is an integral part of these T&Cs. By using the Services, the Merchant consents to the processing of its personal data and confirms that the data provided is accurate.ARTICLE 37 - CHANGES TO THE AGREEMENT
The Company may amend these T&Cs by providing at least thirty (30) days’ prior written notice via email or through the Application or Website. If the Merchant disagrees with the changes, it may terminate the agreement by written notice during the notice period, as described in Article 33. If the Merchant does not object, the updated T&Cs apply from the effective date specified in the notice. The Company may amend these T&Cs without the 30-day notice where: the change is required by law; the change benefits the Merchant; the change introduces new services or functionalities without altering the existing contractual relationship; or the change does not reduce the Merchant’s rights or increase its obligations. Changes to exchange rates take effect immediately without prior notice, and the Merchant may not dispute such adjustments.ARTICLE 38 - ENTIRE AGREEMENT
These T&Cs, together with the Merchant’s own Merchant Terms of Sale (to the extent relevant to the payment process), any signed commercial or pricing agreement, and the Privacy Policy, constitute the entire agreement between the Company and the Merchant and supersede all prior agreements, written or oral, on the same subject matter. In the event of a conflict between a signed commercial agreement and these T&Cs, these T&Cs shall prevail on all matters other than pricing. In the event of a conflict between the Merchant Terms of Sale and these T&Cs, these T&Cs shall prevail on all payment-related matters, and the Merchant Terms of Sale shall prevail on all matters relating to the sale of the Product itself.ARTICLE 39 - SEVERABILITY
Each provision of these T&Cs operates independently. If any provision is found invalid, unlawful, or unenforceable, the remaining provisions shall continue in full force and effect.ARTICLE 40 - ENFORCEMENT
The Company’s failure to enforce any right under these T&Cs does not waive its right to enforce it later. Any delay in requiring the Merchant to fulfil an obligation does not prevent the Company from taking enforcement action later.ARTICLE 41 - CLAIMS & CUSTOMER RELATIONS SERVICE
The Merchant may contact the Company’s Customer Relations Service to report difficulties or submit complaints related to the Application, Website, or Services. Contact: contact@suby.fiARTICLE 42 - MEDIATION
The Merchant has the right to seek mediation in the event of a dispute with the Company. Mediation is a voluntary, confidential process facilitated by an impartial third-party mediator. The Merchant should contact the Customer Relations Service at contact@suby.fi with a brief description of the dispute and the desired resolution. Both parties agree to participate in good faith; mediation costs are shared equally unless otherwise agreed. If mediation fails, the Merchant retains the right to pursue legal remedies. As the Merchant is not a consumer under the French Consumer Code, the Company is not legally required to appoint a designated mediator.ARTICLE 43 - APPLICABLE LAW
These T&Cs are governed by and interpreted in accordance with French law.ARTICLE 44 - JURISDICTION
In the event of a dispute relating to the interpretation or execution of these T&Cs, the parties will first attempt to resolve the matter amicably. If no resolution is reached within three (3) months, the dispute shall be referred to the Commercial Court of Paris, or any competent jurisdiction within the Paris Court of Appeal. This jurisdiction clause applies to summary proceedings, incidental claims, multiple defendants, and third-party notices, and to all disputes regardless of the payment method used. Any conflicting jurisdiction clause in the Merchant’s own documents shall not apply.ARTICLE 45 - EFFECTIVE DATE
These T&Cs (Platform version, first release) are effective as of [DATE].OPEN POINTS FOR YOUR LAWYER - PRIORITY ORDER
- Article 14 (PSD2 qualification) — narrower now that the Company relies on each acquiring partner’s own PSP/EMI license rather than seeking its own. The remaining question for counsel: does Suby’s specific role (technical orchestration, sub-merchant aggregation, holding the Suby Balance pre-withdrawal) stay within a technical-service-provider / commercial-agent boundary under each acquiring partner’s program, or does some part of it (e.g. the Suby Balance mechanic) risk being read as the Company itself executing payment transactions? Should be checked against each acquiring partner’s actual contractual terms, since these may differ.
- Acquiring partner PF/platform program enrollment — confirm Suby is (or will be) properly enrolled as a sub-merchant aggregator/platform user under each relevant acquiring partner’s own payment facilitator program (rather than under a standalone MoR-style merchant account), and that the disclosure obligations in Article 13.4.7 match what each acquiring partner actually requires.
- Merchant Terms of Sale governance — consider a lightweight review/approval step in Article 2 or 6 (verification) requiring the Company to check that a Merchant’s Terms of Sale exist and meet a minimum bar before activation, since the Company’s own liability exposure (Article 28) depends on the Merchant actually having adequate terms.
- Buyer-facing disclosure requirements — Article 4.3 puts the burden on the Merchant, but each acquiring partner’s payment facilitator program may separately require Suby itself to display “payment processed by Suby on behalf of [Merchant]” language at checkout. Worth cross-checking against your checkout UI and each acquiring partner’s own program rules.