Shuup Fees and Payments Policy


Date Updated: [November 13, 2020]

1. Fees.

Customer shall pay all Fees on or prior to the due date set forth in EXHIBIT A: SIGNATURE PAGE AND SOFTWARE AS A SERVICE FEES and this Fees and Payments Policy. Customer shall make payments as specified in Section 1(b), below.

(a) Authorized Payment Method. Customer must keep a valid payment method on file with Shuup to pay for all incurred and recurring Fees. Shuup will charge applicable Fees to any valid payment method that Customer authorizes (“Authorized Payment Method”), and Shuup will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

(b) Facilitation of Payments. All Fees are paid and facilitated through a third-party payment processor (e.g., First Data, Stripe, Inc., or Braintree, a division of PayPal, Inc.)(“Payment Processor”). Shuup may replace its third-party Payment Processor without notice to Customer. Payments for Fees shall only be made through the designated Shuup Payment Processor. Customer may be required to set up an account with the Payment Processor, which may require any or all of the following: registration with the Payment Processor, agreement with the terms of service of the Payment Processor (the “Payment Processor Services Agreement”), and completion of a vetting process and/or account validation at the request of the Payment Processor. By agreeing to this Agreement, Customer agrees that it has downloaded or printed, and reviewed and agreed to, the Payment Processor Services Agreement. Please note that Shuup is not a party to the Payment Processor Services Agreement and that Customer, the Payment Processor and any other parties listed in the Payment Processor Services Agreement are the parties to the Payment Processor Services Agreement and that Shuup has no obligations, responsibility or liability to Customer or any other party under the Payment Processor Services Agreement.

(c) Credit Card Processing Fees. Customer may also be charged credit card processing fees equal to 3% of the aggregate Fees. Customer is responsible for all such credit card processing fees.

(d) No Refunds. All Fees are non-refundable. This no-refund policy shall apply at all times regardless of Customer’s decision to terminate usage of the Services, any disruption to the Services, or any other reason whatsoever.

2. Late Payment.

If Customer fails to make any payment when due then, in addition to all other remedies that may be available:

(a)  Shuup may charge interest on the past due amount at the rate of 10% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law;

(b)  Customer shall reimburse Shuup for all costs incurred by Shuup in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and

(c)  if such failure continues for thirty (30) days following written notice thereof, Shuup may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension.

3. No Deductions or Setoffs.

All amounts payable to Shuup under this Agreement shall be paid by Customer to Shuup in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than Service Credits issued pursuant to Section 5.2 or any deduction or withholding of tax as may be required by applicable Law).

4. Fee Increases.

Shuup may increase Fees, at any time and in its sole discretion, after the first contract year of the Term, including any contract year of any Renewal Term, by providing written notice to Customer at least sixty (60) calendar days prior to the commencement of such Renewal Term, and Shuup’s Fees and Payments Policy will be deemed amended accordingly.‌