US (QR Code/Handheld) Terms and Conditions

Last updated: May 13th, 2025

The following terms and conditions (“Terms“) constitute a legal agreement between your business entity identified in the Purchase Orde (“you” or “the Merchant”) and our business entity identified in the Purchase Order (“Sunday,” or “we“) and govern your access to and use of our technology services. By signing the Purchase Order and/or accessing and/or using the Sunday Services as defined below, you agree to all of the terms and conditions contained or expressly referenced in these Terms.

Sunday provides a complete payment and ordering platform designed specifically for hospitality businesses. Our solution enables restaurants to streamline their operations and offers tools to manage digital menus, payments, customer engagement, and performance analytics. Any such service or services offered to you by Sunday are referred to in these Terms as the “Sunday Service(s)”. Any new features or tools which are added to the current Sunday Services will also be subject to the Terms.

Section 1 – Definitions*

“Affiliates”: with respect to either party, an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such party.
“Agreement” : legal document that binds both parties and includes these Terms, the Purchase Order, the data processing addendum accessible at https://sundayapp.com/dpa/, the Walkout Policy accessible at https://sundayapp.com/us-walkout-policy/and any special conditions provided by us.
“Anomaly” : any non-compliance of the Sunday Services with the documentation.
“Authorization”: the process whereby a User requests permission for a payment method to be used for a particular purchase of the Merchant services. The Merchant acknowledges and agrees that an authorized transaction indicates a likelihood of successful payment but does not guarantee settlement.
“Back-office Platform” : The Sunday interface (consisting of a website and a supporting mobile application) in Software as a Service (“SaaS”) mode, which we make available to you, and which, associated with the Sunday Applications, allows you to access the Sunday Services.
“Capture”: the process of finalizing an authorized transaction, resulting in the transfer of funds from the User’s payment method to the Merchant’s account for settlement.
“Card”: any form of credit card, debit card or prepaid card issued under a Card Scheme.
“Card Scheme”: Visa Inc., MasterCard Worldwide, Cartes Bancaires, JCB, American Express, Union Pay International, Diners Club International/Discover Network or comparable bodies which provide Cards and regulate Card acceptance, as supported by the Payment Service Provider and notified by us to you from time to time.
“Confidential Information”: proprietary and third party information that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be considered to be confidential. The following in particular shall be considered confidential: information relating to the Sunday Services, your services, know-how, commercial, industrial or organizational strategy, prospects and financial data. It does not include information that: (i) the recipient already knew; (ii) becomes public through no fault of the recipient; (iii) was independently developed by the recipient; or (iv) was lawfully given to the recipient by a third party.
“Effective Date”: the effective date of the Agreement as stated in the Purchase Order.
“Establishment(s)” : any type of venue open to the public in which you provide to the Users food and/or beverage services (e.g. bar, festival, restaurant, food court, stadium, and similar).
“Fees”: means all amounts owed by Merchant to Sunday for the provision of the Sunday Services.
“Handheld Application”: Sunday payment application accessible on a payment terminal.
“Intellectual Property Rights”: any and all rights under patent law, copyright law, database rights laws, trade secret law, trademark law, moral rights, goodwill, and any and all other intellectual property rights that are in existence now and in the future.
“Managed Payment Facilitator”: a software provider company who facilitates payment transactions, including, without limitation, through managing onboarding of Merchants on behalf of the Payment Service Provider. For the purposes of this Agreement, with respect to transactions processed through the Handheld Application, Sunday acts as “Referrer” and/or “Managed Payment Facilitator” of the Payment Service Provider.
“Merchant Account” : an account allowing you to control the use of the Sunday Services for one or more of your Establishments that includes the possibility of giving different access levels to different people involved in your Establishment(s), according to your needs and the rights you wish to give them.
“Merchant Data”: any files, graphics, images, text, data or other information submitted or made available by Merchant in the course of receiving the Sunday Services and/or collected by Sunday, including, without limitation, Merchant’s name, address, contact information, employee information, products, loyalty program information, logos, promotional information, advertisements, transaction details and other information or material submitted by Merchant to Sunday through the Sunday Services, excluding User Data. Merchant Data may include personal information, whether from Merchant’s employees or otherwise.
“Merchant Marks”: Merchant’s business name, logo, trademarks, service marks, images, domain names and all other content provided to Sunday for use with the Sunday Services.
“Order” : an order placed by a User in one of your Establishment(s). Sunday will inform you of each Order placed via QR Code Application. The payment of the Orders can be done, in whole or in part, via Sunday Applications, at the choice of the Users, by bank Card or restaurant check.
“Payment Facilitator”: a company registered with the relevant Payment Scheme, such as Visa and Mastercard, to facilitate payment transactions on behalf of sub-merchants. For the purposes of this Agreement, and the applicable Payment Scheme Rules, with respect to transactions processed through the QR Code Application, Sunday is the registered “Payment Facilitator”, and you are the “sub-merchant” or “sponsored merchant” in accordance with the terminology used by the relevant Payment Scheme (e.g. for Visa rules a “sponsored merchant”, for Mastercard rules a “sub-merchant”). In this case, Sunday will not be regulated to provide payment services and will rely on the PSD2 commercial agent exclusion to provide Sunday Services to you.
“Payment Link”: a Sunday service that allows Merchants to send a payment link to their customers by electronic means of communication to be used to purchase catering and hospitality services.
“Payment Scheme”: an entity regulating and/or offering the relevant payment method (including the Card Schemes and alternative payment method providers).
“Payment Scheme Rules”: the collective set of by-laws, rules, regulations, operating regulations, procedures and/or waivers issued by the Payment Scheme, as amended and/or supplemented from time to time, and with which you must comply when accepting the relevant payment method.National Automated Clearing House Association (“NACHA”) Operating Rules and Operating Guidelines (“NACHA Rules”) . Those rules that are not publicly available, shall be communicated to you in accordance with the guidance and instruction of the relevant Payment Scheme when we receive them from the relevant Payment Service Provider.The Payment Scheme Rules specifically include Visa Core Rules and Visa Product and Service Rules, Operating Regulations, at http://usa.visa.com/merchants/operations/op_regulations.html; MasterCard Operating Regulations at http://www.mastercard.com/us/merchant/support/rules.html; Discover Rules at https://www.discoverglobalnetwork.com/solutions/enable-payments/accept-discover-network/;
“Payment Service Provider”: for transactions processed through the QR Code Application it means, a regulated payment service provider that processes the payment transactions between us, acting as the Payment Facilitator and your agent, and the Users. For transactions processed through Handheld Application, it means a regulated payment service provider that processes the payment transactions between you and the Users ;
“PCI DSS” or “Payment Card Industry Data Security Standards”: the security standards for transmitting, processing or storing cardholder data and sensitive authentication data, as updated from time to time and published by the Payment Card Industry Security Standards Council (“PCI SSC”) at https://www.pcisecuritystandards.org.
“Platform Fee”: the fee paid by the Users for the use of the User Services.
“Platform Merchant Terms”: as explained on page 2 herein, the agreement among the Merchant, Sunday and the Payment Service Provider(s) available here: https://www.checkout.com/legal/cross-river-bank-acquirer-terms (which URL may change from time to time).
“Pre-Requirements” : technical prerequisites necessary for the installation of the Sunday Services.
“Purchase Order”: a signed document describing the commercial details of the services purchased by the Merchant.
“QR Code Application” : Sunday payment solution accessible through scanning a Quick Response Code (QR Code).
“Referrer”: a company who promotes the services of the Payment Service Provider and/or refer prospective merchants to the relevant Payment Service Provider. For the purposes of this Agreement, with respect to transactions processed through the Handheld Application, Sunday acts as “Referrer” and/or “Managed Payment Facilitator” of the Payment Service Provider.
“Refund”: the partial or full reversal of a previously settled transaction, returning funds to the User’s original payment method.
“Sunday Applications”: the QR Code Application and the Handheld Application. You are informed of each payment made via Sunday Applications.
“Text-to-Pay”: a service that allows Users to accelerate their checkout, including by sending them a text message with a payment link.
“Transaction Fee”: a fee that Sunday may charge for each Authorisation, Capture, Void, and Refund. This fee may apply to any transaction activity conducted through the QR Code Application, regardless of whether the transaction is completed, voided, or refunded.
“User”: a customer in Merchant’s Establishments to whom the Merchant provides catering services via Sunday Services. We do not act as User’s commercial agent in any circumstances when providing Sunday Services.
“User Data”: data and information, which may include personal information, collected by Sunday via the Sunday Services and the User Services (as defined in the User Terms of Service available at https://sundayapp.com/user-terms-of-service/), such as when a User enters payment information, place an order, enrolls in a loyalty program or requests a digital receipt, and may include without limitation: contact information (such as name, phone number, email address, etc.); information about the transaction; Card information; User purchase history; and location information.
“Void”: the cancellation of a transaction that has been authorized but not yet captured or settled.

* For the sake of clarity, additional definitions appear in the body of the Terms and Conditions, when they concern a particular Section. Terms used but not defined herein shall have the meanings assigned to them in the Purchase Order.

Section 2 – What we offer

2.1. Sunday will provide the Sunday Services to your entity as set out in the Purchase Order or to your Affiliate in accordance with the applicable Purchase Order and of these Terms. Sunday Services are offered on a non-exclusive basis.

2.2. With the exception of maintenance periods and Force Majeure cases, the Sunday Services are accessible 24 hours a day, 7 days a week. In case of malfunction or interruption of the Sunday Services or of Anomalies and upon notification sent by email to support-us@sundayapp.com, we will make our best efforts to restore the Sunday Services as soon as possible. For more details, please refer to our documentation.

Section 3 – How to Subscribe

3.1. By signing the relevant Purchase Order to use Sunday Services, you agree to our Terms. Certain additional Sunday Services may be subject to special terms and conditions, which shall form an inseparable whole with these Terms. In particular, you agree to accept the relevant Payment Service Provider’s specific terms to receive Sunday Services. If as part of Sunday Services, you use the Handheld Application you will have to rent or purchase handheld devices and accept special terms and conditions relating to this hardware.

3.2. This clause 3.2 shall apply to all transactions through the QR Code Application: (i) you understand that payment services are provided by the relevant Payment Service Providers; (ii) by using the Sunday Services, you accept the Platform Merchant Terms of Checkout LLC and agree to the Payment Service Provider’s Declined Lines of Business Policy available at https://www.checkout.com/legal/terms-and-policies; additionally, where required by the Payment Service Provider or under the Payment Scheme Rules, you agree to enter into additional terms with the Payment Service Provider to continue receiving Sunday Services.

3.3. The Merchant understands that part of the Sunday Services, including, but not limited to the Payment Link product, may not be subject to a Purchase Order and will be purchased directly on the Back-office platform. Relevant terms and conditions for such products will be available on the Back-office platform to the Merchant before any purchase is made.

3.4. If you wish to enable Text-to-Pay to allow Users to accelerate their checkout, you must provide Sunday with the API key to your existing third party booking provider. You understand and agree that Sunday may send communications to the Users who have made an online reservation at your Establishment, for example to provide them with a payment link to improve their payment experience.

Section 4 – How to use Sunday Services

4.1. To access the Sunday Services:

You must create a Merchant Account and submit all the updated information about your activity (Establishment(s), menus and prices, Affiliates, etc.). When you subscribe, we will send you a login. A temporary password is also sent to you. It is up to you to change it, if you wish, according to a minimum level of complexity required to ensure an optimal security. In order to ensure an appropriate level of security and to preserve the integrity of the Sunday Services, the identifier and the password are personal to you and must not be communicated to anyone. In case of loss of a login, you should contact us as soon as possible so that we can provide you with new identifiers.
You are in charge of determining which users within your organization will have access to all or part of the Merchant Account. Specific access to the Merchant Account will be created for them. You must ensure that these users comply with our Terms.
You understand that we will not be liable for any damages that may result from your failure to comply with this section.

4.2. To use of Sunday Services you must:

accept and comply with the Agreement (including the documentation);
comply with all applicable laws and the Payment Scheme Rules as amended from time to time;
acknowledge that the Payment Schemes has the right to enforce any provision of the Payment Scheme Rules and to prohibit you from engaging in any conduct that the Payment Schemes deem could injure or could create a risk of injury to Payment Schemes;
acknowledge that as a Payment Facilitator, Sunday is required by the Payment Service Provider to monitor your activity to ensure compliance with the Payment Scheme Rules; you consequently agree to duly and timely cooperate with our requests for information resulting from this monitoring or otherwise;
provide all necessary documents required by us, which may include (but not limited to) business license, personal identification, tax identification, information regarding VAT status, alcohol and food license(s) (where relevant), banking documentation, all information required by the relevant Payment Service Provider for the purposes of AML/KYC checks, and all information required for the accurate calculation and preparation of invoices by us. You are solely responsible for providing us with, and maintaining, accurate bank account information;
where necessary, provide us on an ongoing basis with the current address of each of your Establishments and offices, all “doing business as” (DBA) names used by you and a complete description of goods sold and services provided to the Users;
comply with the Pre-Requirements to ensure the technical compatibility of your equipment with the Sunday Services. In the event of a change in your Point of Sale (“POS”) device, you must inform us at least one (1) month in advance so that we can make the necessary technical adjustments, if possible. However, we reserve the right to terminate the Agreement in the event of a change of POS service or a change that is incompatible with the Pre-Requirements in accordance with Section 5;
not submit for payment any transaction you know or ought to have known is illegal or brand damaging for the relevant Payment Scheme;
agree that as part of providing the Sunday Services, Sunday shall disclose Merchant Data and/or User Data to our applicable Payment Service Providers;
only submit for payment transactions that are in respect of goods and/or services provided by you to the User;
not impose any minimum or maximum transaction value, unless the applicable laws or regulations and/or the relevant Payment Schemes expressly require this;
not add any amount over the advertised or normal price to a transaction, unless applicable laws or regulations expressly require that a merchant be permitted to impose a surcharge. Any surcharged amount if allowed must be included in the transaction and not collected separately;
not discriminate against the use of Cards or other payment methods in any way;
not accept a transaction relating to goods and/or services which fall outside the description of your business without our prior written consent;
not accept a transaction which was not undertaken directly between you and the User;
not accept or process transaction in order to give the User cash unless the Payment Service Provider has specifically given its consent to do so;
not refund transactions to a Card which was not originally used to make such transaction, and you must not under any circumstances, accept money from a User in connection with processing a refund to the User’s account;
not, access or use the Sunday Services (and transactions may not be submitted for processing) for prepaying the products/services for which the delivery date is in part, or in whole, more than 6 months after the date the transaction;
follow the Payment Scheme Rules for authenticating payments and comply with any applicable law requirements;
keep a copy of all electronic records relating to the order and delivery of your products and/or services for a period of 18 months. This must include any shipping details, delivery invoices and all contact you had with your customers/buyers;
cooperate with us and the Payment Service Provider in respect of any issues arising out of a breach or potential breach of security in relation to the holding of Confidential Information;
provide the customer service to the Users;
not transfer or attempt to transfer your financial liability by asking or requesting Users to waive their dispute rights;
agree to make changes to your website, if applicable, or otherwise, that we or the Payment Service Provider deem necessary or appropriate to ensure that you remain in compliance with the Payment Scheme Rules;
publish your privacy policy on your website;
keep up to date the information relating to your business and your Establishment(s). You must also provide and update prices, menus, available products and allergens in your products available to Users through the Sunday Applications.
fulfil the Orders in accordance with the rules, including sanitary rules, that apply in your jurisdiction;
comply with the PCI DSS and the Payment Application Data Security Standard (PA-DSS);
Save for the Platform Fee mentioned in section 6.4.below, the Merchant may not impose any surcharges or other fees to Users for the use of the Sunday Applications.

4.3. You represent and warrant that (i) you have all the rights and authorizations required to provide your services and/or to subscribe to Sunday Services; (ii) that you have not had a contract which was terminated by an acquirer and/ or at the direction of the Payment Scheme or a government body or agency and that you have never been asked to terminate an agreement with an acquirer; (iii) that you have never experienced excessive chargebacks; (iv) that you have never been subject to any Payment Scheme’s monitoring programme(s); (v) that you have never committed fraud and (viiii) that you will not submit for payment transactions outside of the prescribed jurisdictions agreed with us in writing.

Section 5 – Duration and Termination

5.1. The term of the Agreement will begin on the Effective Date and shall continue until all Purchase Orders have expired or been terminated.

5.2. The Agreement may be terminated by either party if the other party breaches any material term of the Agreement and such breach remains uncured for five (5) days following written notice from the non-breaching party. In such an event, without prejudice to the non-breaching party’s other rights and remedies, the latter may terminate the Agreement effective immediately without further liability or obligation to the breaching party. A material breach of the Agreement shall include, but shall not be limited to, the Merchant changing its POS service to one that is not compatible with the Sunday Services, in violation of the Pre Requirements.

5.3. The Agreement may be terminated by us immediately and without any notice period, in the following cases:

if the Payment Scheme or the Payment Service Provider request us to terminate this Agreement with you;
if the Payment Service Provider terminates its agreement with us for any reason;
If the Payment Service Provider terminates its agreement with you for any reason;
if the Payment Scheme deregister us as a Payment Facilitator, as and when applicable;
if the Payment Service Provider cease to be a member of either Payment Scheme for any reason, or if the Payment Service Provider fails to have a valid license with either Payment Scheme to use the relevant payment method accepted by you;
if your activity is deemed, at our discretion or at the direction of the Payment Schemes or the Payment Service Provider, to be fraudulent or otherwise wrongful or in violation of the Payment Scheme Rules;
if the Payment Service Provider considers the percentage, number or amount of fraudulent transactions submitted by you or the number of chargebacks in relation to your business to be excessive;
you submit for processing transactions on behalf of third-party entity other than that agreed in writing with us and the Payment Service Provider;
if you begin selling items which have not been approved by us or if there is a direct or indirect change of control in your entity or any of your parent company(ies); and/or
for six (6) consecutive months you fail to submit transactions for payment.

5.3. Termination shall be notified in accordance with the terms of the Purchase Order.

5.4. In the event of termination of the Agreement, for any reason whatsoever, it is agreed that:

You will no longer be able to use the Sunday Services and will cease to use all associated communication media;
Sunday will collect all accrued charges and fees in accordance with the Purchase Order, including on any payment made within your Establishment(s), via the Sunday Applications, between the notification of the termination of Sunday Services and their effective suspension; and
Any funds due to you for your services through the appointed Payment Service Provider will be settled under the normal settlement terms, subject to (i) any deductions agreed with us and, where applicable, (ii) any conditions for settlement set out in your direct agreement with the Payment Service Provider.
Those sections that by their nature should logically survive shall remain in force after any termination of this Agreement (including, but not limited to, the Confidentiality and Property sections).

Section 6 – Fees

6.1. The applicable Fees and payment terms are defined in the Purchase Order. These financial conditions may be updated from time to time, subject to a thirty (30) days’ prior notice to you.

6.2. Invoices issued by Sunday are due and payable within thirty (30) days from the date of issuance.

6.3. Additional services may be provided upon your request. These services will be performed based on a prior quote and will be subject to separate invoicing.

6.4. If you have any questions or disagreements concerning an invoice, you may contact us at any time by email at support-us@sundayapp.com. Complaints regarding invoicing must be submitted within thirty (30) days of receipt of the invoice. If no complaint is raised within this period, the invoice shall be deemed accepted in full.

6.5. Sunday reserves the right to charge users a Platform Fee for the use of the User Services. The Merchant shall not present any Platform Fee as a convenience fee, surcharge or other fee related to payment processing such as a merchant assessed fee.

6.6. You are responsible for the payment of all Fees, taxes, and other amounts owed under this Agreement by the due date or ensuring that Sunday can collect such amounts from your designated bank account. If you fail to pay invoiced amounts on time, or if Sunday is unable to collect amounts due (e.g., due to insufficient funds or a negative balance in your bank account), Sunday may, to the extent permitted by applicable law, deduct or set off such amounts from any funds payable by Sunday to you.

Section 7 – Ownership: Merchant Data, User Data & Intellectual Property

7.1. Intellectual Property Rights of Sunday

We hold all rights, in particular all Intellectual Property Rights and authorizations relating to our website, brands, logos, domain names and other distinctive signs, to Sunday Services (including the software and hardware infrastructure implemented or developed by our teams and the Sunday Applications) and to its documentation, and more generally to the content that we may provide to you in the course of the Agreement. We grant you only a personal, non-assignable and non-transferable right to access and use the Sunday Services, for the entire duration of the Agreement. This license is reserved solely for your use of the Sunday Services, to the exclusion of all others. You are also authorized to reproduce our trademarks, solely in connection with the use of the Sunday Applications with the Users. Your subscription to the Sunday Services does not imply any transfer or assignment of these rights, of any kind, for any reason whatsoever. Any removal or modification of the proprietary notices within the Sunday Services is prohibited. Any unauthorized use of any of the elements listed in this section shall be considered as constituting an infringement and shall be prosecuted in accordance with the legal provisions in this regard.
We guarantee to you that in the event of an action brought against you on the grounds that our trademarks, Sunday Services and programs made available to you constitute an infringement of the Intellectual Property Rights of third parties we will indemnify you in the event of a final judgment resulting in an infringement.
We make no other warranties. In particular, we do not warrant (i) that Sunday Services will be error-free and/or available on an uninterrupted basis or that Sunday will be able to correct all errors in Sunday Services, (i) that Sunday Services will work in combination with your content or applications or with any other hardware, software, systems, services or data not provided by Sunday. This section defines Sunday’s sole liability and the sole and exclusive remedy available to you in the event of an action for infringement of Intellectual Property Rights.

7.2. Ownership: Merchant Data, Customer Data & your Intellectual Property Rights

Merchant owns all Merchant Data. Merchant hereby grants to Sunday a non-exclusive, royalty-free, fully paid up, perpetual and worldwide license to use, copy, modify (including the right to create derivative works of), display and transmit Merchant Data solely in connection with the Sunday Services including the development of potential offerings or other future services under consideration by Sunday (whether developed independently by Sunday or through a third party). Merchant is solely responsible for the accuracy, quality, content and legality (including compliance with all applicable laws) of Merchant Data, the means by which Merchant Data is acquired, and any transfer and use of Merchant Data outside of the Sunday Services by Merchant or any third party authorized by Merchant. Merchant represents, warrants and covenants that it has all rights necessary to upload the Merchant Data to the Sunday Services and to otherwise have such Merchant Data used or shared, as applicable, by Sunday in relation to the Sunday Services. Merchant will not upload or store any data or materials containing any such information in violation of this clause. To the extent Merchant Data constitutes Personal Information, the parties’ respective obligations are set out in the data processing addendum accessible at https://sundayapp.com/dpa/.
Merchant acknowledges and agrees that, in the course of providing the Sunday Services to Merchant, both Sunday and Merchant will collect, store and use User Data. Merchant shall be solely responsible for compliance with its own legal obligations in relation to such collection, storage and use of User Data pursuant to applicable laws and rules, including putting in place any additional controls (e.g., notice, consent) and governance in relation to such use. Each party’s use of User Data shall be in compliance with the applicable law and rules. To the extent User Data constitutes personal information, the parties’ respective obligations are set out in clause 9 below and in the data processing addendum accessible at https://sundayapp.com/dpa/.
In order (i) to allow the functioning of the Sunday Services, (ii) to allow you to follow in real time the payment of Orders by the Users in your Establishment(s), (iii) to provide you with data and business reporting and (iv) to improve the Sunday Services and the User Services, you expressly allow us to access your POS and your aggregators/middlewares and to collect and process information relating to all the transactions carried out in your Establishment(s) for the purposes described in this clause.
Notwithstanding anything to the contrary in the Agreement, Sunday may create anonymized or aggregated data from Merchant Data, User Data and personal information that does not identify Merchant, your employees, any of Users or any other identifiable individual. Such aggregated or de-identified data may include data analysis across Sunday, our merchant customers and partners and may be used for any lawful purposes, including, to use, disclose, compile, distribute and publish anonymous statistical or analytical data regarding the performance, provision, and operation of the Sunday Services and User Services, the development of new services or otherwise. Upon creation, as between Merchant and Sunday, Sunday shall own and retain all Intellectual Property Rights in and to such anonymized or aggregated data entirely without obligation to Merchant or restriction of any kind.
Merchant hereby grants Sunday a nonexclusive, royalty free right and license to use and display Merchant’s Marks on its website, marketing collateral and other public disclosures, or to otherwise identify Merchant as a customer of Sunday. Sunday obtains no rights in the Merchant Marks except for the limited right described in this sub-section, and Merchant retains all right, title and interest in and to the Merchant Marks.
Merchant agrees to indemnify Sunday, in particular, against any action, request or claim that would be made by any third-party to whom the Merchant Marks and more generally, all content that you can communicate or upload to the Sunday Services, would infringe. Merchant also guarantees us against all damages resulting from the content that you may upload to the Sunday Services. You agree to indemnify Sunday and to bear all defense and conviction costs, if any.

Section 8 – Liability

8.1. Each of the parties is liable to the other for the performance of its obligations under these Terms and consequently undertakes to compensate the other party for any foreseeable damage suffered as a direct result of any non-performance, partial performance or improper performance of its obligations.

8.2. In particular, in the event of either party’s failure to fulfil its obligations, each party will have the possibility to claim compensation for the direct and proven damage that such party has suffered, excluding any indirect damage and in particular commercial damage, damage to the party’s image, loss of opportunity, profits and earnings, etc. We shall not be liable, in any manner whatsoever or for any reason whatsoever, in the event of a breach by you, one of your Affiliates or one of your Establishments of these Terms and, in particular, in the event of non-compliant use of the Sunday Services and/or the materials and content that may be made available to you. We, and the Payment Service Provider used for Sunday Services, shall also not be liable for any delays in receipts of funds or errors in debit and credit entries caused by Third Parties, including but not limited to Payment Schemes. For transactions processed through the QR Code Application, in the event where we act the Payment Facilitator, as between us and the Payment Service Provider, we will be liable (i) for all acts, omissions, cardholder disputes and other cardholder customer-related issues caused by you, and (ii) for each payment transaction processed by you. We will therefore hold you liable each time, whether we act as a Payment Facilitator or as the Managed Payment Facilitator, where our liability is invoked by the Payment Service Provider due to your breach of this Agreement and/or the Payment Scheme Rules, and you will indemnify us for all our losses thus incurred. We will not transfer or attempt to transfer our financial liability by asking or requesting the User to waive their dispute rights.

In any event, if Sunday’s liability were to be established and incurred, it would be expressly limited to the total of the amounts, excluding taxes, paid by Merchant in the twelve (12) months preceding the date on which the claim was made, In the Establishment(s) concerned.

8.3. You are solely responsible:

for complying with these Terms, as well as with any special conditions, additional terms and the Documentation;
for updating the Merchant Data that you communicate to us, whether they relate to your activity, to that of your Establishment(s) or to your Affiliates;
for obtaining all the appropriate authorizations to carry out your activity and allow your Affiliates or your Establishment(s) to benefit from the Sunday Services;
in the event of identity theft, fraud, unauthorized use of your Merchant Account, or in the event of misappropriation by a third party of the data in said account to use the Sunday Services, as a consequence of any breach by you of the Terms;
for fulfilling Orders placed by the Users via the QR Code Application. We only provide a tool to facilitate order taking, order tracking, and the processing of transactions. You are solely responsible for the conditions under which the catering services are provided to the Users (including, in particular, the updating of your menus, the availability of products, the quality of the products and services that you offer, the progress of the Order placement, the display of the allergens for your products);
for all content that you may include in the Sunday Services, including links to third-party websites to which you may wish to refer for the presentation of your business. You are responsible in this respect, both to Sunday and to any third party,
for complying with all applicable regulations, in particular, in terms of product safety, health rules and consumer law. In this respect, you are, in particular, solely responsible for communicating exhaustive information, and keeping it up to date, relating to the list of ingredients, allergens or calories that may be present in the products that you provide to the Users, in accordance with the regulations applicable at the time the Order is placed by them;
for complying with all Payment Scheme Rules and applicable laws, both as amended from time to time, in connection with your use of the Sunday Services;
where applicable, for complying with the requirements imposed by the Payment Service Provider; and/or
for all tax and social security consequences resulting from the use of the Sunday Services, and the provision of your services with respect to any third-party and any administrative or public authority. In addition, you warrant to Sunday that you operate your business in accordance with applicable laws and regulations, and Payment Schemes Rules, and in particular that you assume and are solely responsible for any consequences in the event of failure to comply with good hygiene practices and Hazard analysis and critical control points (“HACCP”) principles.

As such, you agree to hold Sunday harmless from any dispute, challenge, damage or injury that may arise from your failure to comply with this section.

8.4. Except as expressly stated in this Agreement, all terms, conditions, representations, and warranties (whether implied by statute, course of conduct, or otherwise) are hereby excluded to the fullest extent permitted by law with respect to Sunday Services.

8.5. Finally, the Sunday Services implies an Internet connection within your Establishment(s). You are informed and aware of the hazards of the Internet. We shall not be held responsible for the consequences of any Internet connection problem.

As such, you agree to hold Sunday harmless from any dispute, challenge, damage or injury that may arise from your inability to maintain a connection to the Internet during the term of this Agreement.

Section 9 – Personal data and cardholder data

9.1. Sunday is firmly committed to protecting the privacy of your personal information and the personal information of the Users. By using Sunday Services, you acknowledge and agree that the collection, use, and disclosure of such personal information by Sunday are governed by (i) our user privacy policy accessible at https://sundayapp.com/privacy-policy/ and (ii) our merchant privacy policy accessible at https://sundayapp.com/privacy-policy-waiters-personnel/.

9.2. To the extent that Sunday processes Users personal data as a “data processor” or “service provider” under certain data privacy or protection laws, including the Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on data protection (“GDPR”), the UK Data Protection Act 2018 as amended, the California Consumer Privacy Act, and the California Privacy Rights Act, Sunday’s collection and use of personal information is also subject to our data processing addendum accessible at https://sundayapp.com/dpa/.

9.3. Cardholder data security

Sunday shall comply with all applicable PCI DSS requirements for the duration of the Agreement, to the extent that it possesses, stores, processes, or transmits cardholder data on behalf of the Merchant.
The Merchant acknowledges that Sunday uses trusted third-party payment partners for the storage of cardholder data. Sunday shall ensure that these partners are committed to being fully compliant with all applicable PCI DSS requirements.
Sunday is responsible for the security of the cardholder data in its possession or otherwise stored, processed, or transmitted on behalf of the Merchant, or to the extent that it could impact the security of the cardholder data environment.

Section 10 – Confidentiality

To the extent that Confidential Information of either party and its Affiliates is disclosed and/or received by the other party or its Affiliates, each party agrees, for the duration of the Agreement and for a period of five (5) years after its expiration, not to use the other party’s Confidential Information except in the performance of, or as authorized by this Agreement, and not to disclose, sell, license, distribute or otherwise make available such information to third parties.

Section 11 – Insurance

Each of the parties to the Agreement shall be able to justify, at any time and upon request of the other party, the subscription of a civil liability insurance policy, with a solvent and reputable insurance company, covering the risks resulting from all damages, whatever they may be, which could be caused to the other party by itself or its employees within the framework of the execution of the Terms. You shall ensure that your Establishment(s) and/or your Affiliates comply with this obligation.

Section 12 – Force majeure

Neither party will be liable for any loss, damage or delay resulting from any event beyond such party’s reasonable control (a “Force Majeure”). Each party will promptly notify the other upon becoming aware that any Force Majeure has occurred or is likely to occur and will use its best efforts to minimize any resulting delay in or interference with the performance of its obligations under this Agreement. However, if the suspension due to Force Majeure is longer than fifteen (15) days, the Agreement may be terminated immediately and without notice by either party without compensation on either side.

Section 13 – Compliance with Laws and Anti-Bribery

13.1. Compliance with Laws

The parties shall: (i) comply with all applicable laws, rules, statutes and regulations, including all payment network rules; (ii) not undertake, nor cause nor permit to be undertaken, any activity which either: (a) is illegal under any applicable laws, decrees, promulgations, rules, or regulations in effect in any country; or (b) would have the effect of causing the other party to be in violation of any applicable laws, rules, statutes, and regulations in any other country where the Sunday Services will be provided.

13.2. Anti-Bribery

The parties undertake to, and shall ensure that all persons with whom they have any relationship for the performance of the Agreement (” Associated Person”), including, but not limited to, any employee, director, officer, agent, co-contractor, partner or subcontractor, shall comply, at all times, with all applicable anti-corruption laws, decrees, regulations, codes or regulatory guidelines, including the United States Foreign Corrupt Practices Act (FCPA) (the “Applicable Provisions”) and shall not perform any act that may place the other Party in violation of the Applicable Provisions. The parties declare and warrant that neither it nor any Associated Person has violated or breached the Applicable Provisions or acted in such a manner as to place the other party in breach of the Applicable Provisions.

Section 14 – Miscellaneous

14.1. The Agreement shall be governed by the laws of the state of Delaware. In the event of a dispute or claim arising from the Agreement, including, without limitation, its creation, validity, interpretation, performance and/or resolution, the parties undertake to seek an amicable solution in good faith.

14.2. This Agreement contains the complete agreement between the parties relating to the subject matter hereof and supersedes all prior negotiations, representations and understandings. In the event of any conflict between this Agreement and any Purchase Order, unless otherwise agreed, the Purchase Order shall prevail. In case any one or more of the provisions contained in this Agreement should be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby.

14.3. We reserve the right to modify the Agreement at any time, in particular the description of the Sunday Services. If these changes are significant, we will inform you using reasonable means, for example, by publishing a notice relating to these modifications on our Website or by sending you an informative email with the relevant notice.

14.4. Neither party may assign any of its rights or obligations under this Agreement or any Purchase Order without the prior written consent of the other party. Such consent shall not be unreasonably withheld. Nevertheless, each of the parties shall be free to assign or transfer the Agreement, whether by sale of its business, partial contribution of assets, merger, absorption or transfer of shares, to any of its subsidiaries or affiliates, after written notification to the other party, except that when such assignment or transfer is done by you, your new entity who becomes our client will be subject to the AML/KYC checks and approval of the Payment Service Provider used for Sunday Services.

14.5. Sunday may subcontract any or all of its rights and obligations under this Agreement to third parties. However, Sunday shall remain fully responsible for the performance of any subcontractor engaged in connection with the Sunday Services.

14.6. The personnel of each of the parties assigned to the performance of the Agreement shall remain, under all circumstances, under the exclusive authority, direction and supervision of their employer. Consequently, such personnel shall continue to be subject to the statutes, collective agreements and management methods of their employer. They shall in no way be considered as employees of the other party.

14.7. The parties are, and shall remain throughout the term of the Agreement, independent business partners and professionals, each assuming the risks of its own business and always acting as such. The parties declare, as necessary, that the Agreement expressly excludes any desire on their part to create a company, association or any other structure whose purpose is to pool skills or share any profits in any form whatsoever or to enter into an agreement whose characteristic is to constitute a hierarchy between them or to establish any subordination of one to the other.

14.8. Sunday represents and acknowledges that its activity for Merchant does not represent the entirety of its income.

14.9. It is expressly agreed between the parties that in case of invalidity of any of the provisions of the Agreement, the other provisions of the Agreement will remain in full force and effect. The parties shall then negotiate a clause replacing the nullified clause and having the same economic effect.

14.10. The failure of a party to rely on any provision of the Agreement shall in no way constitute a precedent or a general waiver to rely on such provision or any other provision.

14.11. Pursuant to the provisions of applicable law, the parties expressly assume the risks associated with a change in circumstances unforeseeable at the time the Agreement was entered into, each party being responsible for the related contingencies.