VenueSumo Payments Terms and Conditions

Version 1.0 | Effective Date: 22 April 2026
Powered by Adyen N.V.

1. Introduction and Scope

1.1 These Payments Terms and Conditions (the “Payments T&Cs”) govern the use of VenueSumo Payments, the embedded payment processing service offered by the VenueSumo group of companies (together, “VenueSumo”, “we”, “us”, or “our”) through the VenueSumo platform.

1.2 The VenueSumo group comprises:

VenueSumo Pty Ltd (ABN 98 667 285 145), a proprietary company limited by shares incorporated in Australia (the “AU Entity”); and
VenueSumo US LLC, a limited liability company formed in the State of Delaware, United States, with its principal place of business at 26 S. Rio Grande Street, Salt Lake City, Utah 84101 (the “US Entity”).

1.3 The Contracting Entity with which a Merchant contracts for VenueSumo Payments is determined by the Merchant’s country of registration and principal place of business:

Merchants registered and principally operating in Australia contract with the AU Entity (such Merchants being “AU Merchants”);
Merchants registered and principally operating in the United States contract with the US Entity (such Merchants being “US Merchants”); and
Merchants registered and principally operating in the United Kingdom contract with the AU Entity (such Merchants being “UK Merchants”). VenueSumo does not currently have a United Kingdom contracting entity; accordingly, UK Merchants contract directly with VenueSumo Pty Ltd in Australia.

For Merchants registered or principally operating in other jurisdictions, the Contracting Entity will be specified in the applicable Merchant Payments Agreement.

1.4 These Payments T&Cs apply to all merchants, venue operators, and business entities (“Merchant” or “you”) who access VenueSumo Payments, whether via a signed Merchant Payments Agreement or by activating payment processing features within the VenueSumo platform.

1.5 These Payments T&Cs should be read together with the Merchant Payments Agreement (where applicable) and the VenueSumo Software Subscription Agreement. In the event of any conflict, the Merchant Payments Agreement prevails with respect to specific commercial terms; these Payments T&Cs govern all other matters.

1.6 By activating VenueSumo Payments or signing a Merchant Payments Agreement, the Merchant agrees to be bound by these Payments T&Cs as updated from time to time.

1.7 Certain provisions of these Payments T&Cs apply only to AU Merchants, US Merchants, or UK Merchants, as expressly indicated. Where a provision is not so limited, it applies to all Merchants regardless of jurisdiction. References to “VenueSumo” in a provision that operates between a Merchant and a particular Contracting Entity are to be read as references to that Contracting Entity.

2. Definitions

In these Payments T&Cs:

“Adyen” means Adyen N.V., a public company incorporated in the Netherlands (registration number 34259528), licensed as a payment service provider and acquirer in multiple jurisdictions, and its affiliates as applicable.
“AU Entity” means VenueSumo Pty Ltd (ABN 98 667 285 145).
“AU Merchant” has the meaning given in clause 1.3.
“Card Schemes” means Visa, Mastercard, American Express, Discover, UnionPay, and other payment networks whose cards are accepted via VenueSumo Payments.
“Chargeback” means a reversal of a transaction initiated by a cardholder’s issuing bank.
“Contracting Entity” means the VenueSumo group entity that contracts with a Merchant, as determined under clause 1.3.
“GMV” means Gross Merchandise Value — the total value of transactions processed by the Merchant through VenueSumo Payments in a given period.
“Merchant Account” means the account established for settlement of transaction proceeds to the Merchant.
“PayFac” means payment facilitator — a model under which VenueSumo aggregates merchants under its Adyen acquiring licence, enabling streamlined merchant onboarding.
“Minimum Account Balance” means an amount the Merchant agrees in writing to maintain in the Merchant Account as a buffer against Chargebacks, refunds, fines, fees, and other amounts owed to VenueSumo, as specified in the Merchant Payments Agreement or in a separate written agreement between the parties.
“Settlement” means the transfer of net transaction proceeds to the Merchant’s nominated bank account after deduction of applicable fees.
“Settlement Currency” means (a) Australian dollars (AUD) for AU Merchants, (b) United States dollars (USD) for US Merchants, and (c) pounds sterling (GBP) for UK Merchants, unless otherwise specified in the Merchant Payments Agreement.
“Terminal” means any Adyen-certified payment hardware device supplied or approved by VenueSumo.
“Transaction” means any payment, refund, or adjustment processed through VenueSumo Payments.
“US Entity” means VenueSumo US LLC, a Delaware limited liability company.
“US Merchant” has the meaning given in clause 1.3.
“UK Merchant” has the meaning given in clause 1.3.

3. Payment Infrastructure and Adyen Relationship

3.1 PayFac Model

VenueSumo operates as a payment facilitator under a master acquiring agreement with Adyen N.V. All card acquiring, transaction processing, and settlement is performed by Adyen as the licensed payment service provider, acting through its applicable regional entities (including Adyen N.V. in the European Economic Area and, in respect of the United Kingdom, through its Financial Conduct Authority‑authorised affiliate). VenueSumo does not hold its own independent acquiring licence. The AU Entity and the US Entity are onboarded under the same Adyen master PayFac arrangement, and Merchants (including UK Merchants contracting with the AU Entity) are onboarded as sub‑merchants under that arrangement.

3.2 Adyen Terms

By accepting these Payments T&Cs, the Merchant acknowledges that Adyen’s terms and conditions apply to all payment processing activities and are incorporated herein by reference. Adyen’s terms are available at adyen.com. In the event of any conflict between these Payments T&Cs and Adyen’s terms with respect to card-scheme-mandated requirements, Adyen’s terms shall prevail.

3.3 Supported Payment Methods

VenueSumo Payments supports the following methods, subject to availability in the Merchant’s jurisdiction and at Adyen’s and the relevant provider’s discretion. VenueSumo may add, remove, or restrict payment methods from time to time without liability to the Merchant.

(a) Available to AU Merchants:

Visa, Mastercard, and American Express credit and debit cards.
EFTPOS and domestic Australian debit networks.
Digital wallets: Apple Pay, Google Pay, and Samsung Pay.
Buy Now Pay Later (BNPL): Afterpay, Klarna, and Zip (online channel only, where enabled).
Manual card entry for card-not-present transactions.
Online payment links and hosted payment pages.

(b) Available to US Merchants:

Visa, Mastercard, American Express, and Discover credit and debit cards.
US domestic debit networks (including Interlink, Maestro, STAR, NYCE, and PULSE, where supported).
Digital wallets: Apple Pay, Google Pay, Samsung Pay, and PayPal (where enabled).
Buy Now Pay Later (BNPL): Affirm, Afterpay, Klarna, and Zip (online channel only, where enabled).
ACH direct debit (where enabled).
Manual card entry for card-not-present transactions.
Online payment links and hosted payment pages.

(c) Available to UK Merchants:

Visa, Mastercard, and American Express credit and debit cards.
UK debit networks and contactless card acceptance.
Digital wallets: Apple Pay, Google Pay, Samsung Pay, and PayPal (where enabled).
Buy Now Pay Later (BNPL): Klarna, Clearpay, and Zip (online channel only, where enabled).
Open Banking / Pay by Bank (account-to-account payments, where enabled).
Bacs Direct Debit (where enabled).
Manual card entry for card-not-present transactions.
Online payment links and hosted payment pages.

4. Merchant Onboarding and Know Your Customer (KYC)

4.1 Onboarding Requirements

To access VenueSumo Payments, Merchants must complete VenueSumo’s onboarding process. The specific information and documentation required varies by jurisdiction as follows.

(a) For AU Merchants:

Submission of business registration details (ABN, ACN, or equivalent);
Identity verification of directors and beneficial owners in accordance with the Anti‑Money Laundering and Counter‑Terrorism Financing Act 2006 (Cth) and related rules;
Provision of a valid Australian bank account for settlement;
Acceptance of these Payments T&Cs and any applicable Adyen sub‑merchant terms;
Completion of fraud risk screening as required by Adyen or VenueSumo.

(b) For US Merchants:

Submission of business registration details (Employer Identification Number (EIN), state of formation, and a current state business registration or certificate of good standing);
Identity verification of owners, principals, and beneficial owners in accordance with the Bank Secrecy Act, the USA PATRIOT Act (including applicable Customer Identification Program requirements imposed on Adyen as the regulated financial institution), and beneficial ownership reporting obligations under the Corporate Transparency Act and FinCEN rules;
Completion of an IRS Form W‑9 (or, for foreign‑controlled entities, the applicable Form W‑8 series) for US tax information reporting purposes;
Provision of a valid US bank account held in the Merchant’s legal name for settlement;
Acceptance of these Payments T&Cs and any applicable Adyen sub‑merchant terms;
Completion of fraud risk screening as required by Adyen or VenueSumo.

(c) For UK Merchants:

Submission of business registration details (Companies House registration number, or for unincorporated entities, such equivalent evidence of legal status as VenueSumo may require, together with VAT registration details where applicable);
Identity verification of directors, partners, and beneficial owners in accordance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and related UK AML obligations imposed on Adyen as the regulated financial institution;
Provision of a valid UK bank account held in the Merchant’s legal name for settlement;
Acceptance of these Payments T&Cs and any applicable Adyen sub‑merchant terms;
Completion of fraud risk screening as required by Adyen or VenueSumo.

4.2 Ongoing Compliance

Merchants must notify VenueSumo in writing within 5 business days of any material change to their business structure, beneficial ownership, industry category, or risk profile. VenueSumo and Adyen may conduct periodic re‑verification and may suspend payment processing pending satisfactory completion of additional due diligence.

4.3 Prohibited Merchants

VenueSumo Payments must not be used by businesses in the following categories (as updated by Adyen or applicable Card Schemes from time to time):

Adult content, gambling, or online gaming without applicable licences in the Merchant’s jurisdiction;
Firearms, weapons, or controlled substances, except as permitted under applicable law and where expressly approved in writing by VenueSumo and Adyen;
Cannabis and cannabis‑related products and services (acceptability in the United States is determined on a state‑by‑state basis and, even where permitted under state law, may be precluded by US federal law; acceptance requires express written approval by VenueSumo and Adyen);
Cryptocurrency exchanges, unregistered money services businesses, and other unlicensed money transmission activities (including entities that have failed to register with FinCEN or obtain required state money transmitter licences, where applicable);
Businesses or individuals subject to financial sanctions administered by the Australian Government, the US Department of the Treasury’s Office of Foreign Assets Control (OFAC), the United Kingdom’s Office of Financial Sanctions Implementation (OFSI), the United Nations, the European Union, or other applicable sanctions authorities;
Any business category designated as high‑risk by Adyen at its sole discretion.

The acceptability of specific business activities in the United States is subject to state‑by‑state variation and remains at VenueSumo’s and Adyen’s sole discretion.

5. Fees and Billing

5.1 Fee Schedule

Fees applicable to the Merchant’s account are set out in the Merchant Payments Agreement. The Merchant Payments Agreement contains the current fee schedule applicable to the Merchant’s specific plan, channel mix, and any negotiated rates. Fees are charged and settlements are made in the Settlement Currency unless otherwise agreed in writing.

5.2 Blended Pricing

Unless the Merchant has entered into a separate Interchange++ (IC++) pricing agreement, fees are charged on a blended‑rate basis. Blended rates include interchange fees charged by the card‑issuing bank, scheme fees charged by the Card Schemes, and VenueSumo’s processing margin. VenueSumo does not separately itemise interchange and scheme fees under blended pricing.

5.3 Interchange++ (IC++) Pricing

Merchants eligible for IC++ pricing (minimum GMV as specified in the IC++ Pricing Agreement) receive transparent pass‑through of interchange and scheme fees at cost, with a fixed VenueSumo markup and per‑transaction fee applied separately. IC++ pricing requires a separate signed IC++ Pricing Agreement.

5.4 Fee Deduction

VenueSumo deducts all applicable fees from gross transaction proceeds prior to Settlement. An itemised statement of all deductions is available in the Merchant Dashboard for each settlement period.

5.5 Fee Changes

VenueSumo may modify the standard published fee schedule with 30 days’ written notice to the Merchant. Where a Merchant Payments Agreement specifies fixed rates for the agreement term, those rates will not increase without the Merchant’s affirmative written consent during that term. Changes to interchange and scheme fees imposed by Card Schemes or Adyen may be passed through on shorter notice if VenueSumo does not receive adequate advance notice from the relevant network.

5.6 Taxes

All fees are stated exclusive of any goods and services tax, sales tax, use tax, value‑added tax, or other similar transactional taxes (“Taxes”). The Merchant is responsible for all Taxes applicable to Transactions processed through the Merchant’s account and to fees payable to VenueSumo, other than taxes imposed on VenueSumo’s net income. Where VenueSumo is required by applicable law to collect or remit Taxes, VenueSumo may add such Taxes to the applicable invoice, deduction, or Settlement.

6. Settlement and Payouts

6.1 Standard Settlement

VenueSumo settles net transaction proceeds to the Merchant’s nominated bank account on:

for AU Merchants, a T+2 Australian business day basis (two Australian business days following the transaction date);
for US Merchants, a T+2 US business day basis (two US business days following the transaction date); and
for UK Merchants, a T+2 UK business day basis (two UK business days following the transaction date).

Settlement is conditional on the Merchant’s account being in good standing with no compliance hold in effect. Settlements are made in the applicable Settlement Currency to a bank account held in the Merchant’s legal name in the same jurisdiction.

6.2 Minimum Account Balance

Where VenueSumo and the Merchant agree in writing (whether in the Merchant Payments Agreement or in a separate written notice signed by both parties), the Merchant will maintain a Minimum Account Balance in the Merchant Account as a buffer against Chargebacks, refunds, fines, fees, and other amounts owed to VenueSumo. The amount, applicable period, permitted use, and conditions for release of any Minimum Account Balance will be set out in the written agreement between the parties. VenueSumo will not impose a Minimum Account Balance without the Merchant’s prior written agreement. The Merchant will be provided with a balance statement on request.

6.3 Settlement Conditions

VenueSumo reserves the right to delay or withhold settlement where:

a compliance investigation or identity verification is outstanding;
the Merchant’s chargeback rate exceeds applicable Card Scheme monitoring thresholds;
VenueSumo reasonably suspects fraud or financial crime associated with the Merchant’s account; or
the Merchant is in material breach of these Payments T&Cs or the Merchant Payments Agreement.

6.4 Currency and FX

VenueSumo Payments processes transactions in the Settlement Currency by default. Multi‑currency acceptance (Dynamic Currency Conversion) is available for enabled Merchants. FX conversion is performed by Adyen at the wholesale rate plus a disclosed margin. International settlements incur a flat fee as specified in the Merchant Payments Agreement.

7. Chargebacks and Disputes

7.1 Merchant Liability

The Merchant is financially liable for all Chargebacks on transactions processed through their account, except where VenueSumo’s fraud tools have guaranteed a transaction under an applicable guarantee scheme. Chargeback amounts plus the applicable handling fee will be deducted from the Merchant’s next settlement or, where applicable, from any Minimum Account Balance.

7.2 Dispute Process

VenueSumo will notify the Merchant of each Chargeback within 2 business days of receipt. The Merchant has 7 calendar days to submit rebuttal evidence via the Merchant Dashboard. VenueSumo will compile and submit evidence to Adyen and the relevant Card Scheme on the Merchant’s behalf. If the Merchant wins the dispute, the Chargeback handling fee will be refunded.

7.3 Fraud Monitoring Thresholds

Merchants exceeding the following thresholds may be placed on a Card Scheme monitoring programme, which may result in additional scheme fees and card acceptance restrictions:

Visa VDMP: Chargeback rate exceeding 0.65% of monthly transactions, or more than 75 Chargebacks in a calendar month.
Mastercard MATCH: Chargeback rate exceeding 1.00% of monthly transactions.

VenueSumo will notify affected Merchants and work cooperatively to develop a remediation plan. Persistent exceedance may result in suspension of card acceptance.

8. Hardware and Terminals

8.1 Approved Devices

Only Adyen‑certified terminals supplied or approved by VenueSumo may be used to process card‑present transactions. Use of unapproved hardware may result in transaction failures, processing suspension, and Card Scheme penalties.

8.2 Ownership

Purchased terminals become the property of the Merchant upon full payment. Rented terminals remain VenueSumo’s property at all times and must be returned in good condition upon termination. Damage beyond fair wear and tear is charged at replacement cost.

8.3 Compliance and Security

All terminals supplied by VenueSumo are PCI PTS certified. Merchants must not tamper with, jailbreak, modify, or attempt to access the firmware of any Terminal. Any such action voids the warranty and may constitute a breach of Card Scheme rules. Physical security of terminal hardware at Merchant premises is the Merchant’s responsibility.

8.4 Connectivity

In‑store Terminals require a stable internet connection (Wi‑Fi or 4G/5G). VenueSumo is not responsible for transaction failures arising from network outages at Merchant premises. Offline queuing is available on select models subject to a configurable floor limit.

9. Data Protection and Security

9.1 PCI DSS Compliance

VenueSumo Payments is PCI DSS Level 1 compliant through Adyen’s certified infrastructure. Card data is never stored on VenueSumo’s servers. Merchants using integrated terminals and hosted payment pages are covered under VenueSumo’s PCI compliance umbrella and are not required to independently complete a full PCI SAQ, provided they maintain the approved integration mode without modification.

9.2 Data Processing

VenueSumo processes transaction and Merchant data in accordance with its Privacy Policy and all data protection, privacy, and information security laws applicable to the Merchant’s jurisdiction and to VenueSumo’s processing activities. Adyen processes cardholder payment data as a data processor under Adyen’s global privacy programme. By accepting these Payments T&Cs, the Merchant authorises VenueSumo and Adyen to share data necessary for transaction processing, fraud prevention, and regulatory compliance. Jurisdiction‑specific privacy disclosures and rights are addressed in the applicable VenueSumo Privacy Policy.

9.3 Merchant Security Obligations

Merchants must:

not store CVV2/CVC2 codes, full unmasked PANs, or magnetic stripe data at any time;
report any suspected data breach or terminal tampering to VenueSumo within 24 hours of discovery;
cooperate fully with any forensic investigation required by a Card Scheme or regulatory authority; and
ensure terminal devices are physically secured and inaccessible to unauthorised persons.

10. Prohibited Uses

The Merchant must not use VenueSumo Payments for:

processing transactions for goods or services not disclosed in the onboarding application;
split transactions (structuring) designed to circumvent transaction limits or monitoring thresholds;
transactions involving fictitious sales, credit washing, or money laundering;
processing on behalf of undisclosed third parties (acting as an unregistered payment facilitator); or
any transaction that violates applicable laws, Card Scheme rules, or these Payments T&Cs.

Breach of this section may result in immediate account suspension, withholding of settlement funds, and reporting to relevant regulators or law enforcement authorities.

11. Suspension and Termination

11.1 Termination for Convenience

Either party may terminate payment processing services under these Payments T&Cs with 30 days’ written notice, subject to any minimum term specified in the Merchant Payments Agreement.

11.2 Immediate Suspension or Termination

VenueSumo may immediately suspend or terminate the Merchant’s access to VenueSumo Payments without notice if:

the Merchant is in material breach of these Payments T&Cs or the Merchant Payments Agreement;
the Merchant is insolvent, subject to administration, receivership, bankruptcy, or similar proceedings, or ceases to carry on business;
Adyen terminates or suspends its agreement with VenueSumo in relation to the Merchant’s account;
VenueSumo reasonably suspects fraudulent activity, money laundering, or financial crime;
continued provision of services would cause VenueSumo to breach applicable law or Card Scheme rules; or
the Merchant exceeds Card Scheme fraud or chargeback monitoring thresholds and fails to remediate.

11.3 Post‑Termination Settlement

Following termination, VenueSumo will settle outstanding net funds to the Merchant after deducting all amounts owed. Any Minimum Account Balance in place at termination will be released in accordance with the release terms set out in the written agreement between the parties or, if no release terms are specified, within 180 days of the final transaction once all outstanding Merchant obligations (including any Chargebacks) have been resolved. Obligations relating to data protection, indemnification, and liability survive termination.

12. Liability and Indemnification

12.1 Limitation of Liability

To the maximum extent permitted by applicable law, the Contracting Entity’s aggregate liability to the Merchant arising out of or in connection with these Payments T&Cs or VenueSumo Payments is limited to the total fees paid by the Merchant to the Contracting Entity in the three months immediately preceding the event giving rise to the claim. VenueSumo is not liable for indirect, consequential, special, incidental, or punitive damages, including loss of profit, revenue, data, business opportunity, or goodwill, even if advised of the possibility of such damages.

12.2 Merchant Indemnification

The Merchant agrees to indemnify, defend, and hold harmless VenueSumo (including the Contracting Entity and each other VenueSumo group entity), Adyen, and their respective officers, directors, employees, and agents from and against any claims, losses, penalties, fines, and expenses (including reasonable legal fees) arising from or in connection with:

the Merchant’s breach of these Payments T&Cs, the Merchant Payments Agreement, or Card Scheme rules;
fraudulent, illegal, or unauthorised transactions processed through the Merchant’s account;
Chargebacks or customer disputes attributable to the Merchant’s goods, services, or conduct; or
the Merchant’s failure to comply with applicable laws, including AML/CTF, the Bank Secrecy Act, the USA PATRIOT Act, the UK Money Laundering Regulations 2017, sanctions, and data protection obligations.

12.3 No Warranties

VenueSumo Payments is provided on an “AS IS” and “AS AVAILABLE” basis. To the maximum extent permitted by applicable law, VenueSumo disclaims all express and implied representations, conditions, and warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, and non‑infringement. VenueSumo does not warrant uninterrupted, error‑free, or timely access to payment processing services, or that all payment methods will be available in all jurisdictions at all times. Planned maintenance windows will be communicated with at least 48 hours’ advance notice where reasonably practicable. Some US states, UK consumer protection laws, and Australian consumer laws do not permit the exclusion of certain warranties, implied terms, or statutory guarantees; the foregoing exclusions apply only to the extent permitted by applicable law.

13. General Provisions

13.1 Governing Law

(a) For AU Merchants and UK Merchants, these Payments T&Cs and any Merchant Payments Agreement with the AU Entity are governed by the laws of the State of Victoria, Australia. Subject to clause 13.2(a), the parties submit to the non‑exclusive jurisdiction of the courts of Victoria for resolution of any dispute arising under these Payments T&Cs. This clause does not override any mandatory consumer protection rights or statutory rights available to a Merchant under the laws of its home jurisdiction that cannot be excluded by contract.

(b) For US Merchants, these Payments T&Cs and any Merchant Payments Agreement with the US Entity are governed by the laws of the State of Utah, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Dispute Resolution

(a) AU Merchants and UK Merchants.

Disputes between the AU Entity and an AU Merchant or a UK Merchant will first be referred to senior management of each party for good‑faith negotiation for a period of 30 days. If unresolved, disputes will be referred to mediation under the Australian Disputes Centre Rules before either party may commence court proceedings (other than for urgent injunctive relief).

(b) US Merchants — Binding Arbitration; Class Action Waiver; Jury Trial Waiver. PLEASE READ CAREFULLY.

(i) Informal Resolution. The US Entity and the US Merchant agree to first attempt to resolve any dispute, claim, or controversy (each, a “Dispute”) arising out of or relating to these Payments T&Cs, the Merchant Payments Agreement, or VenueSumo Payments through good‑faith negotiation between senior representatives for a period of 30 days.

(ii) Mandatory Binding Arbitration. If a Dispute is not resolved within the 30‑day informal resolution period, the Dispute will be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator, seated in Salt Lake City, Utah, and held in the English language. The arbitrator’s award is final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) governs the interpretation and enforcement of this arbitration agreement.

(iii) Class Action Waiver. To the maximum extent permitted by applicable law, the US Entity and the US Merchant each waive the right to participate as a named plaintiff, class member, or representative in any class, consolidated, collective, or representative action against the other. Disputes will be arbitrated only on an individual basis. The arbitrator may not consolidate more than one person’s claims, and may not preside over any form of class or representative proceeding.

(iv) Jury Trial Waiver. To the maximum extent permitted by applicable law, each party irrevocably waives any right to a trial by jury in any proceeding arising out of or relating to these Payments T&Cs or VenueSumo Payments.

(v) Exceptions. Notwithstanding the foregoing, either party may (A) bring an individual action in a court of competent jurisdiction for small claims if the Dispute qualifies; and (B) seek urgent injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidentiality obligations, or data security obligations.

(vi) Severability. If the class action waiver in sub‑clause (iii) is held unenforceable with respect to a particular claim, that claim (and only that claim) will be severed from the arbitration and heard in a court of competent jurisdiction located in Salt Lake City, Utah, consistent with clause 13.1(b); the remaining provisions of this clause 13.2(b) will continue to apply.

13.3 Amendments

VenueSumo may amend these Payments T&Cs at any time by publishing the updated version at the VenueSumo publication URL applicable to the Merchant’s jurisdiction and providing 30 days’ written notice to the Merchant. Continued use of VenueSumo Payments after the effective date of any amendment constitutes acceptance of the updated Payments T&Cs. Material changes to fees or core processing terms will be flagged distinctly in any amendment notice.

13.4 Assignment

The Merchant may not assign its rights or obligations under these Payments T&Cs without the Contracting Entity’s prior written consent. VenueSumo may assign these Payments T&Cs to a related body corporate or affiliate, or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the Merchant is notified.

13.5 Entire Agreement

These Payments T&Cs, together with the Merchant Payments Agreement (where executed), constitute the entire agreement between the parties with respect to VenueSumo Payments and supersede all prior negotiations, representations, and understandings relating to the subject matter herein.

13.6 Severability

If any provision of these Payments T&Cs is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

13.7 Waiver

A failure or delay by VenueSumo to exercise any right under these Payments T&Cs does not constitute a waiver of that right. Any waiver must be in writing and signed by an authorised representative of VenueSumo.

13.8 Force Majeure

VenueSumo is not liable for any delay or failure in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, government action, telecommunications failures, or acts of third‑party service providers (including Adyen or Card Scheme network outages). VenueSumo will notify the Merchant as soon as practicable and take reasonable steps to minimise the impact.

13.9 Notices and Contact

For queries, notices, or other communications relating to these Payments T&Cs or VenueSumo Payments, please contact the applicable Contracting Entity:

AU Entity (for AU Merchants and UK Merchants)

VenueSumo Pty Ltd

ABN 98 667 285 145

Website: venuesumo.com

Email: support@venuesumo.com

US Entity (for US Merchants)

VenueSumo US LLC

A Delaware limited liability company

Registered Office: 1209 Orange Street, Wilmington, Delaware 19801

Principal Place of Business: 26 S. Rio Grande Street, Salt Lake City, Utah 84101