Terms relating to Merchants. These Terms govern the use by a Merchant of the Services.

1. General

1.1 - Definitions

2. Acceptance and Modification of the Platform Documents

2.1 - Acceptance of the Platform Documents

1) By creating or accessing an Account, you accept and agree to become bound by the Platform Documents.
2) If there is any inconsistency between these Terms and any other Platform Document, these Terms will prevail unless such other Platform Document expressly provides that such other Platform Document shall prevail over these Terms.
3) If you do not agree to all the Platform Documents, then you may not create or access an Account or any part of the Platform or the Services, and you should immediately discontinue your activities on the Platform should you, at any time in the future, not accept such Platform Documents.
4) Our acceptance of your registration and your use of the Platform is expressly conditioned upon your assent to all these Terms and the Platform Documents.

2.2 - Modifications of the Platform Documents

1) By opening and registering a valid Account with TMU, the Merchant shall be bound by these Terms and all TMU Rules & Policies as may be applicable from time to time.
2) Where TMU intends to vary any Platform Document, it shall notify to the Merchant the proposed changes.
3) TMU shall give a minimum of 15 days prior notice to the Merchant, such that the proposed changes shall not become effective in respect of the Merchant prior to the expiry of the said notice period. TMU shall grant a longer notice period (set at the sole discretion of TMU) when TMU, acting reasonably and in good faith, deems that the proposed changes require the Merchant to make significant technical adjustments.
4) The requirement for TMU to give notice in terms of paragraph (3) above shall not apply where TMU: (a) is subject to a legal or regulatory obligation which requires it to change its Terms and/or any TMU Rules & Policies in a manner which does not allow it to respect the notice period referred to in paragraph (3) above; or (b) has exceptionally to change its Terms and/or any TMU Rules & Policies to address an unforeseen and imminent danger related to defending the Platform and/or its users from fraud, malware, spam, data breaches, or other cybersecurity risks.
5) Where the Merchant disagrees with the proposed changes, the Merchant shall be entitled to cease its activities on the Platform and terminate the provision of the Services by TMU to the Merchant, at any time prior to the expiry of any notice period referred to in paragraph (3) above, if applicable. Such termination shall take effect within 15 days from the receipt of the notice referred to in paragraph (3) above.
6) The Merchant may, either by means of a written statement or a clear affirmative action, waive any notice period referred to in paragraph (3) above at any moment from the receipt of the notice pursuant to the said paragraph (3).
7) Any changes to these Terms and/or any TMU Rules & Policies will become effective immediately upon the lapse of any notice period referred to in paragraph (3) above. Where TMU is not required to give notice in the circumstances referred to in paragraph (4) above, the changes shall become immediately effective on the same date on which notice of such changes is given by TMU to the Merchant.
8) Upon any changes becoming effective in terms of paragraph (7) above, the relevant changes shall be deemed to be incorporated into the Terms and/or the relevant TMU Rules & Policies (as the case may be), such that the previous version of the Terms and/or the relevant TMU Rules & Policies (as the case may be) shall be superseded and replaced accordingly.

3. Services

3.1 - Description of Services

1) As part of its Services, TMU allows the Merchant to upload, display and promote on the Platform, Content relating to the Merchant and its business, including goods or services offered by the Merchant, and any Online Store or Premises maintained or operated by the Merchant. As such, TMU provides technological infrastructure to facilitate the creation, management and promotion of a Shop Window by the Merchant which may be accessed and viewed by Buyers, and through which Buyers may connect with the Merchant (by visiting either its Online Store or its Premises) for the purpose of acquiring any goods or services offered by the Merchant.
2) Any Online Store operated by the Merchant, and any Content relating thereto, may also be displayed, promoted and advertised in any other media or means of communication as may be provided or made available by TMU from time to time. 
3) In the provision of the Services, TMU does not: (a) provide any payment services in terms of Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC (or PSD2); (b) act as a commercial agent in terms of Council Directive 86/653/EEC of 18 December 1986 on the coordination of the laws of the Member States relating to self-employed commercial agents; (c) receive, hold, control, manage, sell, provide, deliver or otherwise administer any goods or services or any payments therefor on behalf of and for the benefit of the Merchant or any Buyer.

3.2 Platform Fees 

1) The Merchant shall not pay any fee to open an Account. Following the opening of its Account and for as long as the Account remains open, the Merchant shall pay to TMU an annual fee of one hundred Euro (€100) for using the Platform and the Services provided by TMU. The said annual fee shall not be due and payable by the Merchant to TMU in respect of the first two (2) years during which the Account shall remain open, such that the first annual fee shall be due and payable by the Merchant to TMU, in advance, on the second anniversary of the date of the opening of the Merchant’s Account. Each subsequent annual fee shall be due and paid by the Merchant to TMU, in advance, on each anniversary of the date of the opening of the Account. This annual fee shall not be refundable by TMU to the Merchant for any reason whatsoever, even if the Account is suspended or otherwise closed for any reason whatsoever.
2) In addition to the fees referred to in the immediately preceding paragraph (1), a proportion of the price paid and transferred by a Buyer to the Merchant as consideration for each Sale shall also be remitted and paid by the Merchant to TMU as consideration for using the Platform and the Services provided by TMU. The proportion of the price of each Sale due and payable by the Merchant to TMU as aforesaid, and the terms of payment thereof, shall be agreed from time to time between the Merchant and TMU.
3) The Platform Fees referred to in this clause 3.2 shall be exclusive of any value added tax or other similar indirect tax or charge as may from time to time be chargeable by TMU to the Merchant.
4) The Platform Fees do not include any Payment Processor Fee and/or any other taxes or charges as may be imposed by the Payment Processor, and which shall be separately due and payable by the Merchant to the relevant Payment Processor.

4. Merchants & Shop Windows

4.1 Merchants
1) The Merchant represents, warrants and covenants in favour of TMU and each Buyer that:
a) it has the full right, power, legal capacity and authority to accept these Terms and all Platform Documents and to perform its obligations under these Terms;
b) its acceptance of these Terms and the use of the Platform and the Services will not conflict with, or breach the terms, conditions or provisions of, or constitute a default or breach under, any other agreement to which it is a party or any other licence, permission or other authorisation to which it is subject;
c) the Merchant is a trader, being a person who or which acts for purposes relating to his/its trade, business, craft or profession;
d) it possesses the necessary licences, permissions or other authorisations to conduct its business and activities, to sell its goods and provide its services, and to display and promote its goods or services on the Platform through its Shop Window in terms of any applicable law;
e) the Merchant is the true owner of any goods that it offers for Sale, and the Merchant is able to transfer good title to such goods free from any third party claims, liens or encumbrances;
f) the Merchant complies with the laws of the country in which each Buyer resides, including without limitation prohibitions on sale, distribution or offering for sale of specific products, customs procedures, taxation, intellectual property rights, parallel importation, copyright levies, export controls, CE marking and any other relevant European Union marks and labels, environment, health and safety legislation and product compliance legislation;
g) it shall be solely responsible to ensure that it complies with any laws, regulations, policies or other rules relating to the offering and sale of any of its goods or services and, generally, the conduct of the Merchant’s business and activities on the Platform and on its Online Store or from its Premises, as may be applicable in any jurisdiction in which a prospective Buyer may be situated;
h) it has an active and valid Account registered with us in its own name;
i) its Account is and shall be, at all times and in respect of all activities, operated by a duly authorised Representative of the Merchant and, accordingly, the Merchant shall procure that such Representative shall comply with these Terms and all TMU Rules & Policies;
j) it will, in a timely manner and without undue delay, provide TMU or any of its related entities accurate and complete information and/or documentation about the Merchant and its business and activities;
k) all information that the Merchant provides in connection with itself, its business, its Online Store and/or its Premises is accurate, complete, and unlikely to deceive Buyers;
l) the Merchant will provide full, accurate, correct, and up-to-date information and documentation in a timely manner and without undue delay, to TMU or any of its related entities, which the Merchant authorises TMU or any of its related entities to share along with transaction information relating to the Merchant’s use of the Services in accordance with the Privacy Policy;
m) the Merchant will neither knowingly use nor accept any funds arising directly or indirectly from criminal or unlawful activities in its use of the Platform and any Services;
n) the Merchant is not conducting criminal activities and does not intend to use the Platform in connection with any criminal activities;
o) the Merchant will not infringe the rights of others;
p) the Merchant will, at all times, remain compliant with these Terms and the TMU Rules & Policies; and
q) the Merchant will comply with all relevant and applicable law and financial reporting obligations, including but not limited to laws and regulations relating to licensing, e-commerce, consumer transactions, registration, tax reporting, and asset disclosures relating to or connected with the Merchant’s activities.
2) The Account shall not be registered and activated unless you comply with all our instructions, requirements, and requests as shall be made available by us to you for such purposes.
3) It is your responsibility to check and ensure whether your use of the Platform is legal in your country of establishment. You are entirely responsible for complying with your own local, national, federal, state, or other legislation that may relate to or affect your use of the Platform at all times when opening an Account and making use of our Platform.
4) TMU reserves the right to decline the registration, opening and/or activation of an Account at our sole discretion.
5) We reserve the right to engage any third party to assist us in verifying any information or data that you provide. To this regard, the Merchant agrees and consents to have data related to it processed and provided to such party accordingly in accordance with the Privacy Policy.

4.2 Shop Windows
1) A Merchant desiring to create a Shop Window must do so in adherence with these Terms, the TMU Rules & Policies, and according to the specifications and forms as set out by TMU on its Platform.
2) The Merchant must abide by any and all laws that may apply to it and its activities, including without limitation but in particular:
a) Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights, amending Council Directive 93/13/EEC and Directive 1999/44/EC of the European Parliament and of the Council and repealing Council Directive 85/577/EEC and Directive 97/7/EC of the European Parliament and of the Council (otherwise ordinarily referred to as the ‘Consumer Rights Directive’), as the same may be transposed in its jurisdiction by virtue of applicable domestic law. The text of the Consumer Rights Directive can be found at https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:02011L0083-20220528&from=EN. The Merchant should make itself aware of all consumer rights to which Buyers may be entitled in terms of the Consumer Rights Directive and any other applicable law;
b) Directive 2005/29/EC of the European Parliament and of the Council of 11 May 2005 concerning unfair business-to-consumer commercial practices in the internal market and amending Council Directive 84/450/EEC, Directives 97/7/EC, 98/27/EC and 2002/65/EC of the European Parliament and of the Council and Regulation (EC) No 2006/2004 of the European Parliament and of the Council (otherwise referred to as the ‘Unfair Commercial Practices Directive’), as the same may be transposed in its jurisdiction by virtue of applicable domestic law;
c) Directive 2000/31/EC of the European Parliament and of the Council of 8 June 2000 on certain legal aspects of information society services, in particular electronic commerce, in the Internal Market (otherwise referred to as the 'Directive on electronic commerce'), as the same may be transposed in its jurisdiction by virtue of applicable domestic law;
d) Directive 2013/11/EU of the European Parliament and of the Council of 21 May 2013 on alternative dispute resolution for consumer disputes and amending Regulation (EC) No 2006/2004 and  Directive 2009/22/EC (otherwise referred to as the ‘Directive on Consumer ADR’), as well as Regulation (EU) No 524/2013 of the European Parliament and of the Council of 21 May 2013 on online dispute resolution for consumer disputes and amending Regulation (EC) No 2006/2004 and Directive 2009/22/EC (otherwise referred to as the ‘Regulation on Consumer ODR’);
e) Any and all direct and indirect (or similar) tax laws, rules and regulations as may be applicable to the Merchant;
f) Any and all other laws, rules and regulations as may be applicable to and regulate the Merchant’s activities and the conduct of its business.
The Merchant should make itself aware of any and all legal and regulatory requirements which may from time to time apply to and regulate the conduct of its activities and business.
3) TMU provides technological infrastructure to facilitate the creation, management and promotion of a Shop Window by the Merchant. The Merchant may upload, display and promote on its Shop Window, Content relating to the Merchant and its business, including goods or services offered by the Merchant,  and any Online Store and/or Premises maintained or operated by the Merchant. The Shop Window may be accessed and viewed by Buyers, who may in turn connect with the Merchant by visiting either its Online Store (by clicking on the appropriate link and being redirected to the Merchant’s Online Store) or its Premises for the purpose of acquiring any goods or services from the Merchant. The Merchant acknowledges and understands that Buyers will not be able to purchase any goods or services directly from the Shop Window, the Platform or TMU. Buyers may only purchase goods or services directly from the Merchant either on the Online Store or by visiting the Premises (as the case may be), without any intermediation or involvement whatsoever by TMU or the Platform.
4) By creating a Shop Window and posting Content in the Shop Window, the Merchant warrants to prospective Buyers and TMU that the Merchant and all aspects of the Shop Window, any Online Store, any Premises, and any goods or services offered for Sale comply with these Terms, the TMU Rules & Policies and any applicable law. The Merchant also warrants to prospective Buyers and TMU that the Merchant is legally authorised to sell all goods and/or provide all services that may be described in the Shop Window to any prospective Buyer.
5) When creating a Shop Window, the Merchant shall be responsible to provide full and accurate details relating to its business and the types of goods and/or services offered by the Merchant, a valid link to the website on which the Merchant operates its Online Store and/or a valid address of the location of its Premises, and contact details of the Merchant through which a Buyer may contact the Merchant.
6) The Merchant must ensure that it clearly and accurately describes each good and/or service offered by the Merchant, and all applicable terms and conditions of Sale. The Merchant must provide reliable and clear text descriptions, graphics, pictures, and other contents relevant to the Sale of each good or service offered by the Merchant in its Online Store or its Premises. All items and/or services must be listed with appropriate and truthful tags. The Merchant must accurately and completely describe each item and/or service being offered by the Merchant for Sale. Without prejudice to the generality of the aforesaid, the Merchant must provide the following minimum information prior to the conclusion of a Sale/Purchase:
a) The full and legal name, geographical address, business address (if different from the geographical address), telephone number, email address and other contact details (if any) where or through which a Buyer may contact the Merchant and address any complaints;
b) An accurate, faithful and comprehensive description of the main characteristics, type, nature and condition of each item and/or service that is offered by the Merchant;
c) The price of each item and/or service in the Merchant’s local currency;
d) The delivery price of each item and/or service. Delivery prices defined by the Merchant shall not exceed what is required to cover the actual cost of shipping by the Merchant to a Buyer;
e) Any Value Added Tax or other taxes, fees, levies or other charges which the Merchant may be required to charge in terms of any applicable law;
f) Any customs or import charges, duties or other levies that may be imposed upon a prospective Buyer, to the extent that the Merchant is aware of such information, or, where those charges cannot reasonably be calculated in advance, the fact that such additional charges may be payable;
g) The arrangements for payment, delivery, performance, the time by which the Merchant undertakes to deliver the items and/or services, and any restrictions in this respect;
h) The Merchant’s complaint handling policy;
i) Where a right of withdrawal exists, the conditions, time limit and procedures for exercising that right in accordance with any applicable law, as well as any model withdrawal form adopted by the Merchant for such purposes;
j) Where applicable, that the Buyer will have to bear the cost of returning any items in case of withdrawal and, if the items, by their nature, cannot normally be returned by post, the cost of returning the goods;
k) Where the Buyer exercises the right of withdrawal after having made a request to this effect in accordance with any applicable law, the Buyer shall be liable to pay the Merchant reasonable costs in accordance with applicable law;
l) Where a right of withdrawal is not provided for in accordance with applicable law, information that the Buyer will not benefit from a right of withdrawal or, where applicable, the circumstances under which the Buyer loses his right of withdrawal;
m) A reminder of the existence of a legal guarantee of conformity for goods;
n) Where applicable, the existence and the conditions of after sale customer assistance, after-sales services and commercial guarantees;
o) The existence of relevant codes of conduct, and how copies of them can be obtained, where applicable. A ‘code of conduct’ means an agreement or set of rules not imposed by law, regulation or administrative provision of any country which defines the behaviour of traders who undertake to be bound by such code in relation to one or more particular commercial practices or business sectors;
p) The duration of any contract between the Merchant and a Buyer, where applicable, or, if the contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the contract;
q) Where applicable, the minimum duration of a Buyer’s obligations under his contract with the Merchant;
r) Where applicable, the functionality, including applicable technical protection measures, of goods or services with digital elements, digital content and digital services;
s) Where applicable, any relevant compatibility and interoperability of goods or services with digital elements, digital content and digital services that the Merchant is aware of or can reasonably be expected to have been aware of;
t) Where applicable, the possibility of having recourse to an out-of-court complaint and redress mechanism, to which the Merchant is subject, and the methods for having access to it. A Merchant who or which is established within the European Union, Iceland, Liechtenstein or Norway shall provide his/its customers with an easily accessible link in his/its Shop Window to the European Online Dispute Resolution (ODR) platform (ec.europa.eu/consumers/odr) – which is an online dispute resolution tool provided by the European Commission – and an e-mail address for the ODR platform to contact the Merchant.
The foregoing information shall form an integral part of the contract between the Merchant and the Buyer, and shall not be altered unless the contracting parties expressly agree otherwise.
Moreover, the foregoing information shall be without prejudice to any other or additional information requirements that may be imposed from time to time upon the Merchant in its jurisdiction.
The Merchant agrees and understands that it shall be solely responsible to operate, maintain and manage its Online Store and/or Premises and to ensure that the Merchant and its Online Store and/or Premises comply with all applicable laws and regulations. The Merchant further agrees and understands that TMU shall not be responsible or otherwise expected to monitor, check, verify or otherwise ensure that the Merchant is compliant with any legal obligations and requirements that may be applicable to the Merchant and its activities.
7) The Merchant shall conduct proper research to ensure that each item and/or service that it offers in its Online Store and/or Premises complies with any and all laws that may be applicable in each country in which the Merchant wishes to offer its goods and/or services for Sale.
8) The entirety of a Sale shall be conducted in accordance with the information, descriptions, terms and conditions uploaded by the Merchant in its Online Store and/or presented or displayed in its Premises at the time that the Buyer accepts to purchase an item and/or service from the Merchant.
9) TMU has no control over the conduct and activities of, or any information regarding any item and/or service provided or displayed by, the Merchant in its Shop Window, Online Store and/or Premises, and hereby disclaims all liability in this regard to the fullest extent permitted by applicable law. We do not guarantee, or otherwise provide any commitment or undertaking relating to, the success of your Shop Window, Sales and, generally, your use of the Platform and the Services. We do not endorse any Merchant or Shop Window, and we make no guarantee, whether express or implied, that any information or Content provided by the Merchant on the Platform, whether in its Shop Window or otherwise, is accurate. TMU does not vet, check, verify and monitor any Content or other information provided and uploaded by the Merchant on the Platform or otherwise displayed or communicated by the Merchant in or from its Premises. TMU expressly disclaims any liability or responsibility for, or in relation to, the outcome of any Sale and/or any action or transaction as may be related to or connected with any such Sale. Each Buyer must make the final decision and determination in relation to the Purchase of an item and/or service from the Merchant.
10) TMU merely provides technology to allow Merchants to connect with Buyers. TMU does not, itself, promote, process, collect, transfer, transmit, remit, deliver or offer any guarantee or other commitment in respect of any goods, services or funds in relation to any Sale, whether in its own name or on behalf of the Merchant, any Buyer or any other individual, entity, or organisation.
11) By using the Platform and the Services, you understand and agree that TMU shall not be responsible for the fulfilment of any and all obligations relating to the Sale of any goods or services by the Merchant, which shall, in turn, be solely and exclusively responsible to: (i) complete the relevant Sale; (ii) deliver the relevant item or service; (iii) provide and comply with any guarantees as may be applicable to the item or service; and (iv) generally comply with and satisfy all terms, conditions and obligations attaching to the relevant product or service offering as well as any obligations arising under any applicable law as may be incumbent on the Merchant. Furthermore, TMU shall not be responsible for the fulfilment of any and all obligations relating to the Purchase of any item or service by a Buyer, which shall, in turn, be solely and exclusively responsible to: (i) complete the relevant Purchase; (ii) accept delivery of the relevant item or service; (iii) and generally comply with and satisfy all terms, conditions and obligations attaching to the relevant product or service offering as well as any obligations arising under any applicable law as may be incumbent on the Buyer.
12) Where a Buyer requires further information in relation to any goods or services offered by the Merchant, the Buyer shall directly contact the Merchant using the contact details provided by the Merchant in its Shop Window.

4.3 Ranking
1) For information relating to the main parameters which TMU applies for the purposes of ranking and giving prominence to Merchants and their Shop Windows on the Platform, please refer to our Ranking Policy which may be accessed here.

4.4 Promotions
1) The Merchant may not offer, organise or undertake any Promotion on or via the Platform without the prior written consent of TMU and subject to such additional and specific terms and conditions as may be agreed for such purposes. The Merchant may seek such consent by contacting us at support@trustmeup.com. Should TMU consent, the Merchant shall be entirely responsible for the Promotion, and the Merchant agrees, warrants, and represents that:
a) such Promotion shall be compliant with all applicable laws;
b) the Merchant is and shall be fully responsible for all aspects of the Promotion, including, without limitation, any prizes tendered;
c) the Merchant shall make no use of TMU’s intellectual property in the rules or other materials of the Promotion without the prior written consent of TMU;
d) the Merchant is responsible for the marketing of the Promotion, which shall not be marketed to any minor in terms of any applicable law;
e) such Promotion shall not endorse, sponsor, or promote anything related to any goods or services prohibited by these Terms along with gambling, alcohol, illegal drugs or drug paraphernalia, medical products or equipment, weapons, pornography or sexual paraphernalia, or items relating to tobacco usage; and
f) the Merchant will include, in a prominent position within its rules for any Promotion, the following provisions:
- TMU does not sponsor or endorse the Promotion;
- TMU does not guarantee the delivery of any reward, incentive, or other prize offered by the Merchant;
- each participant in the Promotion releases TMU from any and all liability;
- all questions related to the Promotion must be directed to the Merchant and not to TMU; and
- any other rules as may be required by TMU for inclusion in the rules of the Promotion.

5. Payments

5.1 Appointment of Payment Processors 
1) TMU is not a payment processor and does not receive, hold or otherwise process funds and their payment or remission in any manner whatsoever.
2) The Merchant must at all times appoint a Payment Processor to handle the receipt, custody, transfer, and processing of funds related to Sales and associated transactions on behalf of the Merchant, as well as the processing of the payment of the Platform Fee by the Merchant in favour of TMU or any of its related entities.
3) The processing of any funds relating to any Sale, the payment of the Platform Fee and/or any other payment as may be required to be made or remitted by or on behalf or for the benefit of a Merchant, shall be carried out solely and exclusively by a Payment Processor which is appointed by the Merchant in terms of paragraph (2) above.
4) TMU shall not be considered or deemed to endorse any Payment Processor as may be selected by the Merchant to process the Merchant’s payments. The Merchant shall at all times remain solely and exclusively responsible to consider, choose and appoint a suitable Payment Processor to process the Merchant’s payments.
5) TMU does not process payments made by any users of its Platform and thus has no control over the process. TMU does not endorse nor guarantee and is not responsible for the processing of any payments by any Payment Processor.

5.2 Disputes, Chargebacks, and Refunds
1) On occasion, a Buyer may dispute a Sale. TMU does not, at any point, have control or custody over the processing of any payments, the operation of any Online Store and/or Premises, the shipping or delivery process, any goods or services, nor any other part or aspect of the Sale. The Merchant is responsible for handling such matters with the Buyer and relevant Payment Processor or shipping/delivery service provider (as the case may be) and, where relevant and appropriate, the Merchant shall carry out and oversee any refunds, returns, and other disputes or issues relating to any Sale. TMU does not have any control over refunds or chargebacks and is not liable to the Merchant, any Buyer or any third-party for any claims, damages, costs, losses, or other consequences caused by any issued refunds, including, but not limited to, transaction or overdraft fees.
5.3 Transaction Records
1) If the Merchant has an Online Store, the Merchant agrees, acknowledges and understands that the Platform will receive from the Online Store a record of each Sale made by the Merchant through its Online Store, and the price paid by the Buyer to the Merchant for each Sale. The Merchant may access such records through its Account on the Platform at any time.
2) If the Merchant carries out business from its Premises and accepts payments for its goods or services via the TMU Card, the Merchant agrees, acknowledges and understands that the Platform will also receive a record of each purchase of goods or services made by a Buyer using his TMU Card at the Merchant’s Premises. The Merchant may access such records through its Account on the Platform at any time.
3) The Platform Fee shall be calculated by TMU on the basis of monthly transaction reports generated by the Platform, and showing all records referred to in the immediately preceding paragraphs (1) and (2). TMU shall also be entitled to request the Merchant to provide management accounts relating to sales of goods and/or services made by the Merchant, to allow TMU to verify the records received and maintained by the Platform.
4) Should the Merchant consider that the Sales records maintained by the Platform are not consistent with the records maintained by the Merchant, TMU shall have the right, directly or through its appointed representatives, to inspect, examine and make abstracts of the Merchant’s books and records insofar as may be necessary to verify the accuracy of the same and of the statements provided for herein, but such inspection and examination shall be made during normal business hours upon reasonable notice and not more often than twice per calendar year. TMU agrees to treat any confidential information obtained from Merchant’s books and records as a result of such inspection as confidential information. If such inspection and examination shows that the Merchant has underpaid TMU by more than five per cent (5%) of the amounts due to TMU as Platform Fees during the period inspected, the Merchant shall, in addition to paying such unpaid amounts, reimburse TMU for the cost of such inspection and examination together with interest due on such additional amounts from the date such payment was due until the date of such remittance.  This right may be exercised by TMU by not later than twelve (12) months from the closure of the Merchant’s Account and, accordingly, the Merchant irrevocably and unconditionally undertakes to maintain such records for the aforementioned period.
 
5.4 Payment of the Platform Fee by the Merchant
5.4.1 The Merchant shall, promptly and by not later than ten (10) days following the receipt by the Merchant from TMU of a request for payment of the Platform Fees, pay to TMU the amount indicated within the said request and subject to such further details and instructions set out in the said request.
5.4.2 Where the Merchant believes that a request for payment of any Platform Fee referred to in the immediately preceding paragraph contains any inaccuracies, including in relation to the amount owed by the Merchant to TMU by way of Platform Fee, the Merchant should immediately contact TMU.

6. Sale

6.1 General
1) In order to enjoy the benefits of participating in the TMU network when making a Purchase from the Merchant, a Buyer must have an active and valid account registered with us in its own name and have submitted all necessary information including, but not limited to, its name and information regarding its Payment Instrument that is linked to the Buyer’s account with the Platform.
2) A Sale constitutes the formation of a contractual relationship entered into directly between the Buyer and the Merchant, in which TMU is not involved as a party thereto in any capacity whatsoever.
3) The Merchant shall dispatch and deliver any good or service to its Buyer promptly and in line with the terms and conditions set out by the Merchant as accepted by the relevant Buyer.
4) TMU is not responsible for any offers, promises, rewards, or promotions made or offered by a Merchant. We do not and cannot verify the information that Merchants supply on the Platform, any Online Store and/or in the Premises, nor do we represent or guarantee that any aspect of any item, service, delivery, or other parts or aspects of any Sale will be in accordance with the terms set out and agreed by the Buyer with the Merchant or in accordance with applicable laws. Notwithstanding the foregoing, we take possible fraudulent activity and the misuse of funds very seriously. If the Merchant has reason to suspect fraudulent or suspicious activity, they must report the relevant Buyer to TMU’s team in order for the potential problem to be highlighted for further investigation by TMU.
5) The Merchant shall contact the Buyer directly and request certain information and/or documentation in order to fulfil its legal obligations, including, but not limited to, for the purposes of anti-money laundering and counter-financing of terrorism. Funds may not be accepted by a Merchant unless the information specifically requested by the Merchant and/or any corresponding documentation are provided. Neither TMU nor any of its related entities have been appointed by the Merchant or are otherwise responsible to ensure compliance by the Merchant with any obligations that may be imposed upon the Merchant and prescribed by any applicable law, including any obligations that may be incumbent upon the Merchant for the purposes of anti-money laundering and counter-financing of terrorism.
 
6.2 Use of PACs in Purchases from Online Stores
1) PACs are virtual tokens that are created by TMU, and which may be used by users of the Platform to obtain discounts on the price of goods or services offered for sale by Merchants in their Online Stores, as further set out in the Platform Documents.
2) When completing a Purchase from your Online Store, a Buyer may use PACs to obtain a discount on the price of the relevant item or service offered on your Online Store, and you will be bound to sell any such item or service to such Buyer at a discount corresponding to the value of the PACs used by the Buyer as aforesaid. The extent (percentage) of the price of each item or service that shall be discounted by you through the use of PACs as aforesaid shall be agreed by and between you and TMU, and shall be specified by you in the relevant pricing and payment details of each item or service appearing on your Online Store. Once a Buyer uses any of its PACs as aforesaid, such PACs shall be cancelled by TMU from the Buyer’s account on the Platform, and no corresponding number of PACs shall be credited by TMU to your Account.
3) You agree that you shall not be entitled to receive any compensation, benefit, reimbursement or payment whatsoever from TMU as consideration for you agreeing to accept the use of PACs by Buyers on your Online Store as aforesaid.
4) The use of PACs is further regulated in the PACs Rules.

6.3 Discounts on Purchases from Premises
1) The Merchant shall be solely and exclusively responsible to issue any receipts, invoices and/or other declarations, statements or confirmations in favour of a Buyer upon and/or following the completion of each Sale, as may be required in terms of any applicable law. Without prejudice to the generality of the aforesaid and subject to any applicable law and requirements, the Merchant shall provide the Buyer with the confirmation of the Sale/Purchase concluded, on a durable medium within a reasonable time after the conclusion of the contract, and at the latest at the time of the delivery of the relevant product or service.
2) The Merchant shall be solely and exclusively responsible for the payment of its taxes and/or other dues as may be triggered by or connected with the conduct of its activities and the use of the Platform, as well as for compliance with any applicable tax reporting requirements as may be applicable to the Merchant. 
3) TMU does not provide any services or other advice or assistance to the Merchant in relation to the Merchant’s compliance with the Merchant’s obligations referred to in the preceding paragraphs of this clause 6.4. As such, TMU does not assume any responsibility in relation to any such matters.

6.4  Refunds
1) If the Merchant make in favour of a Buyer a refund of the price of the Sale of any product or service, the Merchant shall immediately give notice to TMU of the amount of such refund and the reasons for such refund. Upon receiving such notice, TMU shall be entitled to request more information from the Merchant in relation to any such refund with a view to establishing and confirming all relevant facts relating to such refund. Upon being satisfied with its understanding of the circumstances surrounding the refund, TMU may at its discretion credit in favour of the relevant Buyer the same number of PACs which the Buyer had applied for the purpose of obtaining a discount on the relevant product or service.

7. Account Management

7.1 Account Safety
1) You are solely responsible to ensure that you do not disclose the password chosen by you and assigned for access to your Account to anyone, and if you suspect that your password has been compromised you should contact us immediately to provide you with a new one.
2) TMU will assume that anyone logging into the Platform by entering the correct username and password is the person entitled to do so and, as a result, any actions or activities undertaken on the Platform will be considered as valid.  We shall not be held responsible or liable for any loss that you incur as a result of misuse of your login details.
  
7.2 Account Restrictions
1) You may only have one Account, and the details associated with or otherwise displayed on your Account must at all times match the details, information and documentation provided to us. 
2) You shall not be permitted to sell, transfer and/or acquire Accounts. Any Accounts sold, transferred or acquired in this way shall be closed and the person or entity involved will not be allowed to create another Account.

7.3 Closing an Account
1) Without prejudice to any other provisions set out in these Terms and in any other Platform Documents, TMU reserves the right to take any action, which action may include the termination, closure or suspension of your Account and/or your access to any functionality of the Platform:
a) if you operate multiple Accounts;
b) if you are acting on behalf of a party for whom the Account is not registered;
c) if your actions are illegal or unlawful;
d) if we have reasonable grounds to suspect and believe that your behaviour is intended to defraud TMU, its associates, any user of the Platform or any other person, or that your behaviour contravenes any of the Platform Documents;
e) if you do not provide any information or documentation when asked to do so;
f) if we are asked and requested to do so by any regulatory authority, the police or the court;
g) if you use the Account contrary to the Fair Use Rules;
h) if you breach any Platform Document.

7.4 Fair Use Rules
1) You acknowledge and confirm that you have read and shall continually abide by the Fair Use Rules, which TMU may update from time to time.

8. Restriction, Suspension & Termination

1) The engagement of TMU to provide the Services to the Merchant shall be valid and applicable for a period of one (1) year from the date on which the Merchant engages TMU for the provision of the Services, and shall be automatically renewed for additional periods of one (1) year each thereafter, unless terminated in accordance with these Terms or any other Platform Document.
2) Save as otherwise provided in these Terms or any other Platform Document, the Merchant may terminate the engagement of TMU for the provision of the Services at any time and without providing any reason for such termination, by giving at least thirty (30) days' written notice to TMU. Any termination pursuant to this paragraph (2) shall take effect on the date of expiry of the said notice period.
3) TMU shall be entitled to suspend or terminate or impose any other kind of restriction upon, in whole or in part, the provision and availability of the Platform and its Services to the Merchant on any of the grounds that are set out in these Terms.
4) Where TMU decides to restrict or suspend the provision of its Services to the Merchant in relation to individual goods or services offered by the Merchant, TMU shall provide the Merchant, prior to or at the time of the restriction or suspension taking effect, with a statement of reasons for that decision.
5) Where TMU decides to terminate the provision of the whole of its Services to the Merchant, TMU shall provide the Merchant, at least 30 days prior to the termination taking effect, with a statement of reasons for that decision.
6) In the case of restriction, suspension or termination, TMU shall give the Merchant the opportunity to clarify the facts and circumstances. Where the restriction, suspension or termination is revoked by TMU, TMU shall reinstate the Merchant without undue delay, including providing the Merchant with any access to personal or other data, or both, that resulted from its use of the Services prior to the restriction, suspension or termination having taken effect.
7) The notice period referred to in paragraph (5) above shall not apply where TMU: (a) is subject to a legal or regulatory obligation which requires it to terminate the provision of the whole of its Services to a Merchant in a manner which does not allow it to respect that notice period; or (b) exercises a right of termination under an imperative reason pursuant to any applicable law; (c) can demonstrate that the Merchant has repeatedly infringed these Terms, resulting in the termination of the provision of the whole of the Services. In cases where the notice period referred to in paragraph (5) above does not apply, TMU shall provide the Merchant, without undue delay, with a statement of reasons for the termination of the Services.
8) TMU does not have to provide a statement of reasons as referred to in the preceding provisions of this clause 8, where it is subject to a legal or regulatory obligation not to provide the specific facts or circumstances or the reference to the applicable ground or grounds, or where TMU can demonstrate that the Merchant has repeatedly infringed these Terms or any other Platform Documents, resulting in termination of the provision of the whole of the Services.

9 Feedback & Complaints

1) It is important to us to ensure that your feedback is heard.
2) You may send any message containing complaints, suggestions, or queries that you might have regarding the use of our Platform or our Services by contacting us on support@trustmeup.com, as listed on our website.
3) All messages are handled with due care by us and shall be confidential.
4) Upon receiving your message, we will endeavour and do our utmost to reply as soon as is practicable

10 Intellectual Property Rights

10.1 Content belonging to TMU

1) The Platform and all Content as may from time to time be uploaded to or displayed on the Platform by TMU (hereinafter “Our Content”), are protected by trademark, copyright and other laws protecting intellectual property and confidential information. All rights are reserved. Reproduction, transfer, distribution or storage of part or all of Our Content in any form (which for the avoidance of doubt include software, images, photographs, videos, audio, and text) without our prior written permission is prohibited except in accordance with the following permission. We consent to you storing on your computer or printing copies of extracts from these pages for your personal use only. Individual documents on the Platform may be subject to additional terms indicated in those documents.
2) You acknowledge that the software and all material which may be visually and/or audibly presented to you in your use of the Platform is either our intellectual property (including, but not limited to, copyright, domain name rights and trademarks) or of our licensor and in this regard you acknowledge that you have no rights whatsoever to use or lay claim to any intellectual property belonging to us and/or our licensors.
3) trustmeup.com is our uniform resource locator ("URL") and no unauthorised use may be made of this URL (or any other URL owned by us) on another website or digital platform without our prior written consent.
4) You agree not to monitor, use or copy our Platform or Our Content except where this is allowed explicitly. Any unauthorised use or reproduction may be prosecuted.
5) Any data and any information licensed to us from third parties is provided for use on the Platform only and may not be used for any commercial purposes without the consent of such third parties.

10.2 Content uploaded by Merchants

1) TMU does not claim ownership rights in any Content as may from time to time be uploaded to or displayed on the Platform by you or by TMU on your behalf (hereinafter “Your Content”). You grant TMU a licence solely to enable TMU to use any information or Your Content you supply TMU with, whether by means of the Platform or otherwise, so that TMU is not violating any rights you might have in Your Content. You grant TMU a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right (with the right to authorise further sublicensing) to exercise the copyright, publicity, and database rights you have in Your Content, in any media now known or not currently known, with respect to Your Content. You agree to allow TMU to store or re-format Your Content on the Platform and display Your Content on the Platform or in any other media or means of communication in any way as TMU chooses (including modifications which do not modify the meaning of the content, such as for example, translations).
2) TMU will only process your personal information in accordance with TMU’s Privacy Policy. 
3) To the fullest extent permitted by law, you waive your moral rights in relation to Your Content and irrevocably undertake not to assert any such rights against us or any of our authorized users or assignors.
4) You hereby indemnify, defend, and hold TMU harmless against all loss, liability or expense (including reasonable attorney and witness fees and expenses) arising out of any claim brought by a third party that Your Content infringes upon, misappropriates, or otherwise violates any rights (including intellectual property rights) owned or controlled by a third party.
5) By posting Your Content on the Platform or in any other media or means of communication, it is possible for an outside website or a third party to re-post Your Content. You agree to hold TMU harmless from any dispute concerning this use.

11.3 Other

1) If you believe that any Content breaches your or any third party rights, please get in touch with us without any delay by sending an email to support@trustmeup.com.

11 Tax & Other Charges

1) TMU makes no representation as to the tax or other fiscal implications or treatment relating to your Sales and generally the conduct of your business and activities on the Platform, your Online Store and/or Premises.
2) The Merchant is solely responsible for charging Buyers the correct Value Added Tax and/or other applicable taxes and to report and remit any such tax to the appropriate tax authority. 
3) TMU makes no representation as to whether all or any portion of the funds from a Sale, including, if any, Payment Processor Fees, are tax deductible or eligible for tax credits. TMU will have no liability for any claim by any tax authority with respect to the characterisation on any applicable tax return of any funds received from a Sale by the Merchant. 
4) The Merchant will be solely responsible for taxes based on applicable international, national, federal, state, local, or any other taxes, fees, or levies, or for any applicable taxes based on their income. It is the responsibility of the Merchant to make determinations as to what, if any, taxes apply to any funds from a Sale received by the Merchant through its use of the Services. It is also the sole responsibility of the Merchant to evaluate, collect, report, or remit the correct tax, if any, to the appropriate tax authority.
5) TMU accepts no liability for any customs or import charges or similar levies arising from the return of any product by a Buyer to the Merchant, which shall be solely responsible for any such charges or levies.
6) The Merchant is reminded that tax law and practice and their interpretation, as well as the levels of tax to which the Merchant may be subject and exposed, may change from time to time. Any information or other reference to tax in these Terms are being given solely for your general information. The precise tax implications will depend on your particular circumstances, and professional advice in this respect should be sought accordingly.

12 Access to Data & Data Retention

1) These Terms set out the instances when, and the conditions under which, the Merchant is provided access to the Platform’s Content and to such other data generated through the use thereof. Without prejudice to the generality of the aforesaid, the Merchant shall only have access relative to its own activity, and shall not be entitled to access any data of other merchants registered on the Platform (other than that made available to all users of the Platform) or relative to the activity of a Buyer of another merchant, whether in aggregated form or otherwise. The type and category of data processed by us and the parties with which we share such data is outlined in the Privacy Policy. This information is being made available for the purposes of Regulation (EU) 2019/1150 of the European Parliament and of the Council of 20 June 2019 on promoting fairness and transparency for business users of online intermediation services.
2) You acknowledge that TMU is under no obligation to retain or preserve or update any data in relation to any Account or Shop Window, and that TMU reserves the right to delete data or to terminate Accounts or Shop Windows at any time and for any reason specified in these Terms, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom.  The above shall apply save as otherwise disclosed in the Privacy Policy or as otherwise required by applicable law

13 Disclaimers

1) All information and Content provided by TMU relating to the Services is for informational purposes only and TMU does not guarantee the accuracy, completeness, timeliness, or reliability of any such information or Content. No Content is intended to provide financial, legal, tax, or other professional advice. Before making any decision regarding the use of the Platform and the Services, a Merchant should consult its financial, legal, tax or other professional advisor as appropriate.
2) You acknowledge that all information and Content accessed by you using the Services is at your own risk. You also acknowledge that TMU does not vet, check, verify and monitor any Shop Window, Online Store, Premises, Content or other information provided and uploaded by you on the Platform, and that all information and Content uploaded by you on the Platform is at your own risk.
3) The Platform contains links to other websites. TMU is not responsible for the content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked website on our Platform does not imply approval or endorsement of the linked website by us. If you decide to leave TMU’s website and Platform and access these third party websites, you do so at your own risk.

14 Warranties

1) Your use of the Platform and the Services is at your sole risk. The Platform and Services are provided on an "as is" and "as available" basis and without any expressed, implying or statutory warranty or condition. TMU and its affiliates expressly disclaim and exclude, to the fullest extent permitted by applicable law, all warranties, conditions and representations of any kind, whether express, implied or statutory, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
2) TMU and its affiliates make no warranty or condition that (i) the Platform and Services will meet your requirements, (ii) the Platform and Services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Platform and the Services will be accurate or reliable, or (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Platform and the Services will meet your expectations.

15 Limitation of Liability

1) Although we shall take all reasonable measures to ensure that our Platform is free from all malfunctions, errors, and viruses, we cannot and do not guarantee that these shall be free of such problems.
2) You agree to release, indemnify on demand and hold TMU and its affiliates and their officers, employees, directors, advisors and agents harmless from any and all losses, damages, expenses, including reasonable attorneys' fees, costs, awards, fines, damages, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Services, any Sale, any Shop Window, any Content, your connection to the Services, your violation of these Terms or the TMU Rules & Policies or your violation of any rights of another entity or of any applicable law.
3) You expressly understand and agree that, to the fullest extent permitted by applicable law, neither TMU nor its affiliates will be liable for any (a) indirect, incidental, special, consequential, punitive or exemplary damages, (b) damages for loss of profits, (c) damages for loss of goodwill, (d) damages for loss of use, (e) loss or corruption of data, or (f) other intangible losses (even if TMU has been advised of the possibility of such damages), whether based on contract, tort, negligence, or otherwise, resulting from (i) the use or the inability to use the Services; (ii) the cost of procurement of substitute goods and services resulting from any goods, services, data, information or services purchased or obtained or messages received or transactions entered into through or from the Services; (iii) any Promotions and related prizes or rewards made available through the Services; (iv) unauthorised access to or alteration of your transmissions or data; (v) statements or conduct of any third party on the Services; or (vi) any other matter relating to the Services. To the fullest extent permitted by applicable law, in no event will TMU’s total liability to you for all damages, losses (including contract, negligence, statutory liability or otherwise) or causes of action exceed the amount of one hundred euro (€100).
4) Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations set forth above may not apply to you. If you are dissatisfied with any portion of the Services or with these Terms or the TMU Rules & Policies, your sole and exclusive remedy is to discontinue use of the Services.

16 Choice of Law and Jurisdiction

1) These Terms, all Platform Documents and your use of the Platform and the Services shall be governed and construed in accordance with the Laws of the Republic of Ireland.
2) You irrevocably agree to submit yourself to the non-exclusive jurisdiction of the Courts of the Republic of Ireland for settlement of any matter or dispute whatsoever arising out of the Platform Documents or your use of the Services.
3) In any case, this choice of applicable law and jurisdiction shall not have the result of depriving you of the protection afforded to you by provisions that cannot be derogated from by agreement by virtue of the law which, in the absence of choice, would have been applicable.
4) If any provision of the Platform Documents shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of the Platform Documents and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.

17 Assignment

1) You acknowledge that we are entitled to transfer or otherwise assign these Terms, directly or indirectly, in whole or in part, to any person without seeking your consent, but subject to the requirements of clause 2.2 of these Terms, on the condition that such assignment shall be on the same terms or terms which are more advantageous to you.

18 No Partnership

1) Use of the Platform and the Services does not create, and shall not be construed to create a joint venture, partnership, or other formal business relationship between you and TMU. At all times, each shall remain an independent contractor with respect to one another.

19 Notice

1) Unless otherwise specifically provided in these Terms or any other Platform Documents, any notice or other communication which you may want or need to send to us shall be sent by email to the following address: support@trusmeup.com. 
2) Any notice or other communication that we may want or need to send to you shall be sent by email to such email address as you shall communicate to us from time to time.
3) Any notice or communication shall be deemed to have been received at the time of transmission of the relevant email or, if this time falls outside business hours, upon the first resumption of such business hours. Reference to “business hours” shall mean any time between 09.00 hours and 17.00 hours Central European Time, from Monday to Friday, being a day which is not a public holiday in the Republic of Ireland.

20 Entire Agreement

1) These Terms and the Platform Documents shall constitute the whole agreement between us and you regarding the subject matter hereof and supersede any prior agreement between us.
2) Where these Terms and any other Platform Documents are prepared in various languages other than the English language, any non-English language version of these Platform Documents shall be for reference only. In the event of there being any differences between the English language version of these Platform Documents and any other language version, the version in the English language shall prevail.
3) There shall only ever be one active version of these Terms and all other Platform Documents at any point in time. Should any doubt or conflict arise, the most recently approved version of the Platform Documents shall prevail.