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Documentation Index

Fetch the complete documentation index at: https://documentation.suby.fi/llms.txt

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PREAMBLE

The Terms and Conditions (hereinafter the « T&Cs ») apply :
  1. to the conditions of access and use of the website “www.suby.fi” (hereinafter referred to as the « Site » or the « Website » ) the « Application », and any API developed and owned by the « Company » (as defined below) ;
  2. to the conditions of access and use of the « Services » (as defined below) ; and, more generally,
  3. to any interaction a « User » (as defined below) may have with the Company (as defined below), its affiliates, or any third-party when using the Site, the Application, an API or the Services.
The Site is operated by the Company and the Services are, unless otherwise stated herein, provided by the Company. A User must accept and fully comply with the T&Cs and the Privacy Policy (as defined in the annex hereto) before using the Services, an API or consulting the Site and the Application. The preamble serves as a fundamental and binding component of the T&Cs. Unless explicitly stated otherwise, the lists contained within the T&Cs shall not be construed as restrictive or limiting in any way. Users are advised to read and understand the applicable T&Cs when considering a Service. Capitalized terms have specific definitions that may be found in the glossary hereinafter. GLOSSARY API: Means any application programming interface provided by the Company. Application: Means the mobile application software where the Company offers its Services, the data supplied with the software and the associated media. Authorized User: Means a User operating or accessing a Merchant Account on behalf of a business owner using the Services. Company: Means Suby is a simplified joint-stock company with a capital of 1000 euros, having its registered office at BUREAU 326, 59 RUE DE PONTHIEU, 75008 PARIS (FRANCE), registered under SIREN 990739302 (hereinafter the “Company”). Intellectual Property: Means : (i) rights in, and in relation to, any trademarks, logos, patents, registered designs, design rights, copyright and related rights, moral rights, databases, domain names, utility models, and including registrations and applications for, and renewals or extensions of, such rights, and similar or equivalent rights or forms of protection in any part of the world ; (ii) rights in the nature of unfair competition rights and to sue for passing off and for past infringement ; and (iii) trade secrets, confidentiality and other proprietary rights, including rights to know how and other technical information. Merchant Account: Means an account created by an Authorized User on the Site in order to use and access the Services. Privacy Policy: Means the privacy policy of the company which sets out the terms on which it processes any personal data it collects about the User. By using the Services, the User consents to such processing, and promise that all data provided by them is accurate. The privacy company is reproduced at : Privacy Policy Services: Means all products, services, content, features, technologies or functions offered by the Company on its Website, Application or when using its API. Site: Has the meaning provided in the Preamble. T&Cs: Means the present terms and conditions. User: Means any person using or accessing the Website, the Application or the API. Website: Has the meaning provided in the Preamble.

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ARTICLE 1 - USER ELIGIBILITY

The use of the Company’s Services is exclusively reserved for commercial entities. Personal use for individual purposes is expressly prohibited. Access to the Company’s Services is limited to Authorized Users who have been duly authorized by their respective businesses to act on their behalf. Authorized Users must provide the Company with valid credentials to confirm their binding authority when required. Failure to provide satisfactory proof of such authority may result in the denial of access to the Services. All Authorized Users must be at least 18 years of age. By using the Services, a User affirms that they are 18 years or older and possess the legal capacity to enter into a binding contract.

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ARTICLE 2 - MERCHANT ACCOUNT

To access and use the Services, a User must create a Merchant Account with the Company and provide all requested business and identity details. The Merchant Account type and associated obligations depend on whether the User operates as a:
  • Merchant selling digital products or services (SaaS, subscriptions, online content)
  • Merchant selling physical products or non-digital services (E-commerce, freelance work, logistics-based businesses)
  1. Account Information & Verification
  • All information provided to the Company must be complete, accurate, and truthful at all times.
  • Users are responsible for updating their information whenever changes occur.
  • The Company may request at any time additional supporting documents to verify compliance.
  • Failure to provide accurate information may result in suspension or termination of the access to the Merchant Account.
  1. Security & Responsibility
  • The User is solely responsible for safeguarding their Merchant Account credentials, including any login details, API keys, or authentication methods.
  • If the Merchant Account is linked to a self-custodial stablecoin wallet, the User assumes full responsibility for securing access to their wallet.
  • The Company is not liable for losses resulting from unauthorized access, incorrect wallet addresses, or mishandling of funds.
  • Any suspected unauthorized use must be reported immediately to the Company.
  1. Specific Responsibilities for Each Merchant Type
  • Merchants selling physical products (E-commerce, logistics-based) must:
    • Maintain accurate inventory levels to prevent overselling.
    • Handle logistics, shipping, and returns at their own cost.
    • Provide any relevant information to enable the Company to ensure compliance with regional tax and consumer protection laws.
  • Merchants selling digital products (SaaS, online content, software) must:
    • Provide their Terms of Use (T&Cs) to align refund policies with Suby’s requirements.
    • Clearly define refund eligibility periods, particularly where chargeback risks exist.
  1. Account Access & Updates
  • Access to the Merchant Account is provided via email notifications; Users must ensure the security of their email credentials.
  • The Company retains the sole discretion to modify or terminate Merchant Account requirements or any aspect of the Services, in accordance with these T&Cs.
  • Continued use of the Services after any such modifications constitutes the User’s acceptance of the updated requirements.
By maintaining an active Merchant Account, the User acknowledges and agrees to these terms and any future amendments deemed necessary by the Company to ensure compliance, integrity, and security.

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ARTICLE 3 - MERCHANT ACCOUNT SECURITY

  1. General Security Obligations
The User is responsible for securing their Merchant Account, including any linked wallets, API keys, and authentication credentials. To enhance security, the User must:
  • Use one-time passwords (OTP) sent via email for authentication purposes.
  • Immediately report any unauthorized access attempts to the Company.
  • Ensure the security of their email account, as it is used for OTP verification and accessing their Merchant Account.
  1. Merchant-Managed Payout Wallets
Merchants are required to provide and manage their own payout wallet address for receiving settlements in stablecoins. The Company’s platform acts solely as a technical interface to facilitate automated payouts to the wallet address designated by the Merchant. As such:
  • The Merchant is solely responsible for providing a valid and correct payout wallet address.
  • All payouts are automatically sent to the wallet address specified by the Merchant.
  • The Merchant is fully responsible for securing their account, wallet access, and any private keys associated with the payout address.
  • The Merchant is responsible for managing and updating their payout wallet address, including any changes made within their account.
  • The Company does not store, control, or have access to private keys and cannot reverse, recover, or redirect payouts once they have been executed.
  • In the event of an incorrect payout address, compromised account, or loss of wallet access, the Company cannot assist in recovering the funds.
  1. Email & Device Security
  • The User must ensure the security of their email account, as it serves as the platform authentication method.
  • If the User’s email is compromised, they must immediately notify the Company.
  • The User must update their browser and operating system regularly, ensuring: o Installation of the latest security patches. o Use of updated antivirus software.
  1. Prohibited Security Risks
To prevent unauthorized access, the User must not:
  • Share their Merchant Account credentials, API keys, or wallet access with third parties.
  • Allow remote access to their device unless necessary for technical support.
  • Use autofill features that store passwords in their browser.
  • Attempt to bypass, disable, or interfere with two-factor authentication (2FA).
  1. Liability Disclaimer
  • The User is responsible for securing their own systems, including computers, software, and mobile devices used to access the Services.
  • The Company does not guarantee that the Services will be free from bugs, malware, or cyber threats. The User must implement adequate cybersecurity measures on their end.

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ARTICLE 4 - COMPANY SERVICE

  1. Payment Processing & Settlements (Fiat & Crypto)
The Company provides a payment infrastructure that enables Merchants to accept payments from end users in both fiat currencies and supported cryptocurrencies.
  • Fiat Payments
Fiat payments are processed through the Company’s regulated third-party acquiring and payment service partners. Once a fiat payment is successfully completed:
  • The corresponding settlement amount is converted and settled in stablecoins, and
  • Transferred directly on-chain to the Merchant’s self-custodial wallet address designated by the Merchant.
  • Crypto Payments
Crypto payments are processed directly on-chain.
  • Funds are settled natively in cryptocurrency or stablecoins,
  • And sent directly to the Merchant’s self-custodial wallet without intermediary custody by the Company.
  • General Settlement Terms
The Merchant acknowledges and agrees that:
  • All payouts are executed automatically to the wallet address provided by the Merchant.
  • The Company does not provide custodial services and does not hold Merchant funds on behalf of Merchants. Settlement timing may be subject to batching, processing delays, or operational constraints.
  • The Merchant is solely responsible for securing their wallet, private keys, and account access.
  • On-chain transactions are irreversible, and the Company cannot recover, reverse, or redirect funds once sent.
  • If the Merchant elects to convert crypto or stablecoins into fiat, such conversion must be performed via third-party off-ramp providers.
  • Exchange rates, conversion fees, availability, and execution are determined exclusively by such third-party providers.
  • The Company bears no responsibility for exchange rate volatility, conversion outcomes, or losses resulting from fiat off-ramping.
  1. Direct Consumer Interaction & Checkout Process
The checkout experience is operated by an independent third-party payment provider acting as Merchant of Record. Under this structure:
  • The end consumer enters into a contractual relationship with the applicable Merchant of Record at checkout.
  • Payment processing, disputes, chargebacks, refunds, and consumer payment obligations are handled by the Merchant of Record.
  • The applicable Terms & Conditions and consumer rights are presented to the consumer at checkout by the Merchant of Record.
Suby facilitates and coordinates interactions between the Merchant and the Merchant of Record, including operational support related to disputes, chargebacks, and refunds. Such intermediation is limited to coordination and communication purposes only. Suby does not act as the contractual counterparty to the end consumer and does not assume Merchant of Record responsibilities.
  1. Merchant Obligations & Compliance
  • The Merchant agrees to provide all necessary product information to ensure legitimate and transparent sales.
  • The Merchant must comply with all regulatory and tax requirements applicable to their sales.

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ARTICLE 5 - PAYMENT FOR SERVICES

  1. Pricing, Transaction Fees & Subscription Plans
The Company operates under a subscription-based pricing model combined with transaction-based fees. Merchants may select from multiple plans (monthly or annual), each associated with a specific fee structure depending on the payment method used (fiat or crypto). Transaction fees may include:
  • A percentage-based fee applied per transaction, and
  • A fixed processing fee, where applicable.
Applicable fees are:
  • Clearly disclosed prior to subscription,
  • Defined at the time of Merchant Account activation, and
  • Determined based on the selected plan and supported payment methods.
  1. Payment Method Differentiation
Transaction fees may vary depending on the payment method:
  • Fiat payments (e.g. card payments) may include a percentage-based fee and a fixed processing fee.
  • Crypto payments may be subject to a distinct percentage-based fee or, depending on the plan, no transaction fee.
The Company reserves the right to apply different fee structures across plans to reflect infrastructure costs, third-party processing fees, and product usage.
  1. Plan Changes & Fee Adjustments
  • Merchants may upgrade or downgrade their subscription plan in accordance with the applicable terms.
  • Transaction fees and subscription pricing may be updated by the Company from time to time.
  • Any pricing changes will be communicated in advance and shall apply only to future billing periods or transactions.
Pricing adjustments may take into account:
  • Transaction volumes,
  • Payment method usage,
  • Operational and infrastructure costs,
  • Market conditions.
  1. Intermediation & Service Scope
Fees charged by the Company compensate for:
  • Access to the software platform,
  • Payment orchestration, automation, and workflow management,
  • Integration and coordination with third-party payment and Merchant of Record providers on behalf of the Merchant,
  • Analytics, reporting, and merchant-facing operational tools.
Where applicable, the Company may act as an operational intermediary solely for integration and coordination purposes between the Merchant and third-party payment or Merchant of Record providers, including submitting requests or facilitating communications on the Merchant’s behalf. The Company does not act as Merchant of Record, payment processor, or custodian of funds, and does not assume responsibility for chargebacks, tax collection, refunds, or consumer contractual obligations, which remain the responsibility of the applicable third-party providers.
  1. Confidentiality of Pricing
  • Subscription plans and fee structures are considered confidential commercial information.
  • Merchants agree not to disclose pricing terms to third parties without prior written consent.
  • Breach of this obligation may result in suspension or termination of the Merchant Account.

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ARTICLE 6 - TAX OBLIGATIONS

  1. User’s Tax Responsibilities
The User is solely responsible for the declaration, payment, and compliance with all applicable taxes, duties, and governmental levies imposed by the laws governing their business operations. This includes, but is not limited to:
  • Income tax, corporate tax, and self-employment tax.
  • Any other local, national, or international tax obligations related to their business activities.
For physical product merchants (E-commerce, Freelance), the User must provide any relevant information to ensure compliance with:
  • Cross-border VAT rules (where applicable).
  • Local tax obligations in the regions where they sell.
For digital product merchants (SaaS, subscriptions, online services), the User must:
  • Align with digital service tax laws applicable to their customer base.
  • Clearly define their tax treatment of refunds and chargebacks.
  1. VAT & Tax Handling
VAT and other transaction-level taxes, where applicable, are handled by the applicable third-party Merchant of Record in accordance with their regulatory obligations and the consumer’s tax jurisdiction. Under this structure:
  • The Merchant of Record is responsible for determining, collecting, and remitting VAT or similar consumption taxes, where required.
  • The end consumer’s applicable taxes are presented at checkout by the Merchant of Record.
Suby does not act as Merchant of Record and does not collect, calculate, or remit VAT or other transaction-level taxes on behalf of Merchants or end consumers.
  1. Merchant Tax Responsibilities
The Merchant remains solely responsible for:
  • Their own corporate income taxes,
  • Any merchant-specific VAT, sales tax, or similar obligations arising from their business activities,
  • Ensuring the accuracy of the business information provided to Suby and to any applicable third-party providers.
Suby may facilitate the transmission of information or requests between the Merchant and third-party payment or Merchant of Record providers but does not assume responsibility for tax compliance on the Merchant’s behalf.
  1. No Tax Advisory Services
Suby does not provide tax, legal, or accounting advice. Merchants are encouraged to consult qualified tax advisors regarding their specific tax obligations and compliance requirements.
  1. Consequences of Tax Non-Compliance
Failure by the Merchant to comply with applicable tax obligations or to provide accurate and complete information may result in:
  • Suspension or termination of access to the platform,
  • Restrictions on payment-related services,
  • Actions required by Suby to mitigate operational, regulatory, or partner-related risks.
Suby shall not be held liable for any penalties, interest, or consequences arising from the Merchant’s failure to comply with applicable tax laws or from misrepresentation of tax-related information.

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ARTICLE 7 - TRANSACTIONS RECORDS, FEES & PAYMENT OBLIGATIONS

  1. Transaction Records & Activity Tracking
Suby does not issue invoices for individual transactions. Instead, Suby provides Merchants with access to detailed transaction records and payment activity logs through the platform, including:
  • Transaction amounts,
  • Payment method used (fiat or crypto),
  • Transaction timestamps,
  • Applicable fees.
These records are made available for transparency, reconciliation, and reporting purposes and may be exported or accessed via summaries provided by Suby.
  1. Consumer Receipts & Third-Party Invoicing
Where applicable, receipts, invoices, or payment confirmations issued to end consumers are provided by the applicable third-party payment provider or Merchant of Record. Suby does not issue invoices or receipts to end consumers and does not act as the seller of record.
  1. Fees, Subscription Charges & Payment Obligations
Merchants are responsible for the payment of:
  • Applicable subscription fees (monthly or annual), and
  • Transaction-based fees associated with the selected plan
Subscription fees are billed in advance in accordance with the selected billing cycle. Transaction fees are deducted or settled in accordance with the agreed pricing terms. Failure to settle applicable fees may result in suspension of access to the Services until payment is resolved.
  1. Consequences of Non-Payment
In the event of non-payment or failed subscription renewal, Suby reserves the right to:
  • Suspend or restrict access to the platform and Services,
  • Disable payment-related features,
  • Terminate the Merchant Account in accordance with these Terms.
Suby does not assume responsibility for losses resulting from service interruption due to non-payment.
  1. Records & Compliance
The Merchant acknowledges that transaction records provided by Suby are intended for informational and operational purposes only and do not replace accounting, tax, or legal records required under applicable laws. Merchants remain responsible for maintaining their own accounting records and ensuring compliance with applicable reporting obligations.

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ARTICLE 8 - TERMINATION

  1. Immediate Termination by the Company
The Company reserves the right to immediately terminate the User’s Merchant Account and access to the Services without prior notice under any of the following circumstances:
  1. Breach of T&Cs:
    1. Violation of any provision of these Terms & Conditions (T&Cs), including but not limited to:
      1. Misuse of Services (e.g., unauthorized transactions, policy violations).
      2. Non-compliance with tax obligations, including failure to provide accurate tax details.
      3. Failure to maintain confidentiality, particularly regarding fees, security protocols, or proprietary information.
    2. Legal or Regulatory Requirements:
      1. If the Company is required by law, regulation, or governmental authority to terminate the Merchant Account.
    3. Fraudulent or Unauthorized Activity:
      1. If the User is found to be engaged in fraudulent, illegal, or unauthorized transactions, including but not limited to:
        1. Money laundering, tax evasion, or financing of illegal activities.
        2. Violation of sanctions, AML, or compliance regulations.
    4. Non-Payment of Fees:
      1. If the User fails to pay any fees, penalties, or outstanding charges due to the Company within the stipulated payment period.
  2. Security & Stability Concerns:
    1. If the User’s activities pose a risk to the security, stability, or integrity of:
      1. The Company’s systems.
      2. Other Users or financial partners of the Company.
  3. Termination with Notice
  • The Company may also terminate the User’s Merchant Account without cause, provided that the User receives at least thirty (30) days’ advance notice.
  • During this period, the User must ensure that:
    • All outstanding payouts are settled.
    • Any pending transactions, refunds, or VAT obligations are fulfilled.
  1. Consequences of Termination Upon termination of the Merchant Account:
  • The User’s right to access and use the Services will cease immediately.
  • The Company bears no liability for damages, business interruptions, or losses resulting from termination.
  • The User must:
    • Discontinue use of the Services.
    • Remove any content, materials, or data provided by the Company from their systems.
    • Reconcile any outstanding fees, tax obligations, or chargeback liabilities.
  1. Legal & Compliance Actions Post-Termination
The Company retains the exclusive right to pursue legal remedies in the event of a User’s breach of the T&Cs, including but not limited to:
  • Seeking damages for financial, operational, or reputational harm.
  • Injunctive relief to prevent continued misuse of proprietary technology or confidential information.
  1. Termination by the User
  • The User may request voluntary termination of their Merchant Account at any time by contacting Customer Support.
  • However, the User may not request termination:
    • To avoid legal action, regulatory investigations, or outstanding liabilities.
    • If they are under investigation for fraud, chargeback abuse, or tax evasion.
If the User attempts to terminate their Merchant Account during an active investigation, the Company may:
  • Temporarily withhold funds until the investigation is complete, to protect itself or third parties.
  • Continue pursuing outstanding fees, disputes, or compliance issues even after account closure.
The User remains responsible for any unpaid fees, chargebacks, or legal obligations incurred before termination.

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ARTICLE 9 - THIRD-PARTY MATERIALS

  1. Access to Third-Party Materials
Certain features of the Company’s Website, Application, or Services may enable Users to:
  • Access information, products, services, and other content provided by third parties (“Third-Party Materials”).
  • Route, transmit, or interact with Third-Party Materials, including through embedded content, hyperlinks, APIs, or external integrations.
  1. No Control, Endorsement, or Responsibility
  • The Company does not control, endorse, or assume responsibility for any Third-Party Materials, including but not limited to:
    • Accuracy, validity, timeliness, completeness, or reliability.
    • Legality, intellectual property rights, and compliance with applicable laws.
    • Safety, security, or usefulness of Third-Party content, services, or integrations.
  • Third-Party Materials may be inaccurate, misleading, or deceptive, and the Company makes no representations or warranties regarding them.
  1. Discretionary Access & Restrictions
  • The Company reserves the right to block, restrict, or remove access to any Third-Party Materials at its sole discretion.
  • The availability of Third-Party Materials does not imply:
    • The Company’s endorsement or affiliation with any third-party provider.
    • The creation of any legal relationship between the User and the third party.
  1. User Assumption of Risk
  • Users engage with Third-Party Materials at their own risk.
  • Interactions with Third-Party Materials are subject to:
    • The third party’s terms of service, privacy policies, and additional conditions.
    • Compliance with any applicable laws or regulations governing such services.
  • The Company assumes no liability for any losses, damages, or disputes arising from:
    • The User’s engagement with Third-Party services.
    • Security breaches, financial losses, or privacy violations caused by third-party interactions.
  1. Third-Party Links & External Websites
  • The Company’s Website or Application may contain links to third-party websites.
  • The Company is not responsible for:
    • The content, security, or reliability of external websites.
    • Any loss or damage resulting from the User’s access to or use of linked websites.

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ARTICLE 10 - NON-CUSTODIAL APPLICATION

  1. Non-Custodial Service Model The Company operates under a non-custodial service model.
Under this model:
  • The Company does not act as a custodian of digital assets and does not store or manage Users’ private keys, seed phrases, or wallet credentials.
  • Digital assets are held and controlled by Users through their self-custodial wallets or by applicable third-party providers.
  • Users retain full responsibility for the security and management of their wallets and associated credentials.
  1. User Security Responsibilities
Users are solely responsible for safeguarding their wallets, private keys, and authentication credentials. In particular:
  • Users must not share wallet credentials, seed phrases, or private keys with any third party.
  • The Company does not guarantee the compatibility, security, availability, or reliability of any external wallet, wallet provider, or blockchain network used in connection with the Services.
  1. Liability Disclaimer
The Company shall not be responsible or liable for any losses, damages, or unauthorized access resulting from:
  • User negligence or mismanagement of wallet security,
  • Compromised wallets, phishing attacks, malware, or third-party fraud,
  • Failures, vulnerabilities, or technical issues affecting external wallets, blockchain networks, or third-party providers.
Users acknowledge and accept the risks associated with the use of self-custodial wallets and blockchain-based transactions.

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ARTICLE 11 - NO FIDUCIARY DUTIES

  1. No Fiduciary Relationship
  • These T&Cs do not create or impose any fiduciary duties upon the Company.
  • The Company does not act as a trustee, agent, or financial custodian for the User.
  1. Waiver of Fiduciary Duties
  • To the fullest extent permitted by law, the User acknowledges and agrees that:
    • The Company owes no fiduciary duties or liabilities to the User or any other party.
    • Any potential fiduciary obligations under law or equity are irrevocably disclaimed, waived, and eliminated.
  • The Company’s only obligations to the User are those expressly stated in these T&Cs.

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ARTICLE 12 - INTELLECTUAL PROPERTY

Ownership of Company Materials All rights, title, and interest in and to any software, services, and intellectual property developed, provided, or made available by the Company or its affiliates remain the exclusive property of the Company and its licensors. This includes, but is not limited to:
  • The Application, Website, API, developer tools, sample source code, and code libraries.
  • Any data, materials, documentation, and integration guides.
  • Content available on the Website or generated through the Services.
  • Technology and proprietary algorithms used within the Company’s payment infrastructure.
All Company Materials and Services are protected by intellectual property laws and international treaties, and all rights are reserved.

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ARTICLE 13 - RESTRICTIONS ON USE OF COMPANY MATERIALS

Unless the User has received prior written authorization from the Company, the User is strictly prohibited from engaging in any of the following actions, either directly or indirectly:
  1. Unauthorized Commercial Use
The User may not use, reproduce, or exploit any Company Materials (including but not limited to software, APIs, branding, documentation, or proprietary algorithms) for commercial purposes. Any use that infringes the Company’s intellectual property rights is strictly prohibited.
  1. Transfer or Redistribution of Rights
The User may not sell, sublicense, lease, rent, assign, distribute, or otherwise transfer the Services or Company Materials to any third party.
  1. Tampering with Intellectual Property Notices
The User may not remove, alter, obscure, or deface any trademarks, copyright notices, or intellectual property designations embedded within the Company’s Services or Materials.
  1. Unauthorized Modifications & Derivative Works
The User may not modify, copy, adapt, tamper with, or create derivative works of any software, technology, or materials included in the Company Materials.
  1. Reverse Engineering or Code Extraction
The User may not reverse engineer, disassemble, decompile, or apply any other process or procedure to derive the source code of any software included in the Company Materials or Services. Legal Consequences for Violation
  • Unauthorized use or violation of these restrictions may result in immediate termination of the User’s Merchant Account.
  • The Company reserves the right to take legal action, including seeking compensatory damages, injunctive relief, and criminal liability where applicable.

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ARTICLE 14 - COMPANY TRADEMARKS

  1. Definition of Company Trademarks
A non-exhaustive list of Company trademarks includes but is not limited to:
  • “SUBY”, and any other business or service names, logos, signs, graphics, page headers, button icons, and scripts.
  • These may be registered or unregistered trademarks or trade dress belonging to the Company or its licensors in relevant jurisdictions (“Company Trademarks”).
  1. Restrictions on Use of Company Trademarks Unless the User has received prior written authorization from the Company, the User may not:
    1. Copy, imitate, modify, or use any Company Trademarks for commercial or non-commercial purposes.
    2. Alter, modify, or distort any Company branding, logos, or trade dress.
    3. Use the Company Trademarks in a way that:
      1. Misrepresents an affiliation with the Company.
      2. Implies sponsorship or endorsement by the Company.
      3. Creates confusion among customers regarding ownership or association.
      4. Disparages, defames, or discredits the Company or its Services.
  2. Limited Use of HTML Logos
  • The User may use Company-provided HTML logos exclusively for directing web traffic to the Company’s official Services.
  • The User may not:
    • Modify, alter, or distort these HTML logos.
    • Use them in a misleading or deceptive manner.
  1. Enforcement & Legal Consequences
  • Unauthorized use of the Company Trademarks may result in:
    • Immediate termination of the User’s Merchant Account.
    • Legal action, including seeking damages, injunctive relief, or trademark infringement claims.

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ARTICLE 15 - OTHER TRADEMARKS

All trademarks, registered trademarks, product names, and company logos appearing in the Company Materials or Services that are not owned by the Company:
  • Are the property of their respective owners.
  • May or may not be affiliated with, connected to, or sponsored by the Company.
  • May not be used without explicit permission from the applicable rights holder
The User acknowledges that third-party trademarks remain the exclusive property of their respective owners and agrees not to misrepresent any affiliation with these entities.

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ARTICLE 16 - PROHIBITION OF MISUSE

  1. Prohibited Actions The User shall not misuse the Company’s Services in any way, including but not limited to:
  • Introducing malicious software, such as viruses, trojans, worms, logic bombs, or any other technologically harmful materials.
  • Attempting unauthorized access to the Company’s:
    • Website, servers, computers, APIs, blockchain infrastructure, or databases.
  • Engaging in denial-of-service (DoS) attacks against the Company’s Website or Services.
  • Bypassing security mechanisms or tampering with the Merchant Account system.
  1. Legal Consequences & Reporting
  • Violating this provision may constitute a criminal offense.
  • The Company will:
    • Promptly report suspected breaches to law enforcement authorities.
    • Cooperate fully, including disclosing the User’s identity if legally required.
  • If a breach is suspected, the User’s access to the Company’s Services shall be immediately revoked.
  1. Compliance with Legal Regulations
  • The User shall not use the Company’s Services in violation of any applicable laws or regulations.
  • By initiating or using a Merchant Account, the User assumes full responsibility for ensuring compliance with:
    • Local, national, and international laws applicable to their business activities.
  1. Termination for Misuse
  • Any violation of this provision shall result in the immediate termination of the User’s Merchant Account and Services.

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ARTICLE 17 - RESPONSIBILITY FOR FORESEEABLE LOSS

  • The Company shall not be liable for any loss or damage that is not foreseeable.
  • A loss or damage is considered foreseeable if:
    • It is obvious that it will happen.
    • Both the Company and the User knew it might happen at the time the contract was made (e.g., if discussed during the Merchant Account sign-up process).
The User acknowledges the risks involved in utilizing the Company’s Services and agrees that the Company shall not be liable for indirect or unforeseeable damages

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ARTICLE 18 - LIMITATION OF LIABILITY

  1. Liability That Cannot Be Limited The Company does not exclude or limit liability where it would be unlawful to do so, including:
  • Liability for death or personal injury caused by the Company’s negligence or the negligence of:
    • Employees, agents, or subcontractors.
  • Fraud or fraudulent misrepresentation.
  1. Liability Cap for Service-Related Claims
  • The Company’s total liability for any claims arising from the use of its Services shall be limited to the amount paid by the User for the Services in the previous twelve (12) months.
  • Under no circumstances shall the Company be liable for:
    • Indirect, incidental, or consequential damages.
    • Loss of revenue, business, or profits.
    • Losses resulting from third-party failures, including financial partners or blockchain networks.
The User expressly acknowledges and agrees to these limitations as a condition of using the Company’s Services.

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ARTICLE 19 - LIMITATION OF LIABILITY FOR COMMERCIAL USE

To the fullest extent permitted by law, if the User utilizes the Services for any commercial or business purpose, the Company shall not be liable for:
  • Loss of profit.
  • Loss of business or revenue.
  • Business interruption.
  • Loss of business opportunity.
  • Any indirect, incidental, or consequential damages arising from the User’s use of the Services.
The User expressly acknowledges that the Company provides its Services “as is”, and assumes the risks associated with commercial use, including financial, operational, and regulatory uncertainties.

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ARTICLE 20 - LIABILITY FOR TECHNOLOGICAL ATTACKS

The Company shall not be liable for any loss or damage caused by:
  • Viruses, malware, ransomware, phishing attacks, or other forms of technological attacks.
  • Harmful software or unauthorized cyber activity that may infect the User’s computer systems, programs, databases, or digital assets.
  • Security vulnerabilities affecting blockchain transactions, stablecoin payments, or third-party integrations.
User’s Responsibility for Cybersecurity
  • The User is solely responsible for implementing security measures, including:
    • Using updated antivirus software and secure connections
    • Regularly updating software, wallets, and access credentials.
    • Protecting private keys and authentication credentials related to self-custodial wallets.
The Company assumes no liability for technological failures beyond its control, including third-party service breaches, smart contract vulnerabilities, or blockchain network disruptions.

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ARTICLE 21 - LIABILITY FOR EVENTS OUTSIDE COMPANY’S CONTROL

  • The Company (and its affiliates) shall not be liable for any failure to perform or delays in providing the Services due to events beyond its reasonable control.
  • Such force majeure events include, but are not limited to:
    • Acts of God (e.g., natural disasters, earthquakes, floods).
    • Government actions, regulatory changes, or legal restrictions.
    • Cybersecurity incidents, hacks, or data breaches affecting third-party service providers.
    • Blockchain network failures, smart contract vulnerabilities, or stablecoin depegging events.
    • Market disruptions, financial crises, or failures of banking/payment infrastructure.
The Company shall not be responsible for any resulting losses suffered by the User due to such circumstances

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ARTICLE 22 - LIABILITY FOR BREACHING T&Cs

If the User breaches these Terms & Conditions (T&Cs), any applicable law or regulation, or misuses the Services, the User agrees to compensate, defend, and hold the Company (and its affiliates) harmless against:
  • Any losses, claims, damages, costs, or expenses.
  • Legal fees incurred by the Company due to the User’s non-compliance.
This indemnification clause shall continue to apply even after the termination of the User’s Merchant Account or relationship with the Company.

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ARTICLE 23 - REPAYMENT OF OUTSTANDING AMOUNTS

  1. Chargebacks & Refunds
Chargebacks and refunds related to fiat payments are administered by the applicable third-party payment provider or Merchant of Record, in accordance with their respective terms and procedures. Suby may, where applicable, facilitate communication and operational coordination between the Merchant and the relevant third-party provider in connection with chargebacks or refunds. The Merchant acknowledges and agrees that:
  • The Merchant remains financially responsible for any refunds, chargebacks, or disputed amounts initiated by end consumers.
  • Any fees, penalties, or costs associated with chargebacks are borne solely by the Merchant.
  • Suby does not guarantee the outcome of disputes or chargeback proceedings and does not assume liability for chargeback decisions made by third-party providers.
  1. Settlement of Outstanding Amounts
Merchants remain responsible for the timely payment of all applicable fees, including:
  • Subscription fees,
  • Transaction-based fees,
  • Any chargeback-related costs passed through by third-party providers.
If outstanding amounts remain unpaid, Suby reserves the right to:
  • Suspend or restrict access to the Services
  • Disable payment-related features,
  • Terminate the Merchant Account in accordance with these Terms.
Suby does not maintain custody of Merchant funds and does not offset or deduct amounts from Merchant wallets.
  1. Non-Payment & Enforcement
In the event of continued non-payment, Suby may take reasonable measures to recover outstanding amounts, including:
  • Requesting payment through alternative means,
  • Engaging third-party service providers for collection or enforcement where permitted by law,
  • Initiating legal proceedings to recover unpaid fees or damages.
The Merchant acknowledges and agrees to these payment obligations and understands the consequences of failing to comply with the financial terms set forth in these Terms & Conditions.

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ARTICLE 24 - RELEASE

In the event of a dispute between the Merchant and any third party, including another merchant, an end consumer, or a third-party service provider, the Merchant acknowledges and agrees that such disputes are outside the scope of Suby’s responsibilities. This includes, without limitation, disputes relating to:
  • Payments, chargebacks, or refunds processed by third-party payment providers or Merchants of Record,
  • Services provided by third-party payment processors, wallet providers, blockchain networks, or other infrastructure partners,
  • Alleged unauthorized transactions, fraud, or misuse of payment methods not caused by Suby’s willful misconduct.
To the fullest extent permitted by applicable law, the Merchant agrees to release and hold harmless Suby from any claims, damages, losses, or liabilities arising out of such third-party disputes. This release does not apply to claims arising directly from Suby’s gross negligence, fraud, or willful misconduct.

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ARTICLE 25 - DISCLAIMER OF WARRANTY

The Company provides the Services on an “As-Is,” “Where-Is,” and “Where-Available” basis without any express, implied, or statutory warranties. The Company specifically disclaims all warranties, including but not limited to:
  • Implied warranties of merchantability.
  • Fitness for a particular purpose.
  • Non-infringement of third-party rights.
  • Performance or uninterrupted availability of the Services.
To the fullest extent permitted by law, the User acknowledges that they assume all risks related to the use of the Services.

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ARTICLE 26 - SERVICE AVAILABILITY

The Company will use commercially reasonable efforts to ensure that the Services remain available and operational. However, the Company does not guarantee uninterrupted or error-free availability of the Services and may, from time to time:
  • Suspend, modify, restrict, or discontinue all or part of the Services,
  • Perform scheduled maintenance, upgrades, or emergency interventions,
  • Take actions necessary to address security incidents or technical issues.
Temporary unavailability may occur as a result of such actions.

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ARTICLE 27 - USER RESPONSIBILITY

  • The User is solely responsible for:
    • Making necessary arrangements to access the Services (e.g., secure internet connection, updated devices).
    • Managing access permissions if they allow a third party to access their Merchant Account.
  • If the Company suspects unauthorized or fraudulent account access, it may refuse access to a third party.
  • If access is denied, the Company will notify the User either:
    • Before or immediately after access is blocked, unless doing so would violate security protocols or regulatory requirements.

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ARTICLE 28 - TRANSFER AND ASSIGNMENT

  • The User may not transfer, assign, mortgage, subcontract, or otherwise deal with any of their rights or obligations under these T&Cs without the Company’s prior written consent.
  • The Company reserves the right to transfer, assign, or novate:
    • These T&Cs, or
    • Any rights or obligations under this agreement, at any time without requiring the User’s consent.
  • This provision does not affect the User’s right to close their Merchant Account, as outlined in Article 8.

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ARTICLE 29 - PARTIES TO THE AGREEMENT

This agreement is solely between the Company and the User.
  • No third party shall have the right to enforce any provisions of this agreement, except as explicitly stated in Article 1.
  • Neither party (the Company or the User) needs to obtain consent from a third party to:
    • Modify, update, or terminate the agreement.
    • Enforce or waive any provisions of these T&Cs.

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ARTICLE 30 - PERSONAL DATA & PRIVACY POLICY

  • The Company’s Privacy Policy governs the processing of personal data provided by the User. It is accessible at: Privacy Policy
  • The Privacy Policy is an integral part of these T&Cs, and Users must accept it before using any of the Services.
  • For any questions related to personal data processing, the User may contact the Company’s Data Protection Officer (DPO) as designated in the annex to the Privacy Policy.
  • By using the Services, the User:
    • Consents to the processing of their personal data.
    • Confirms that all personal data provided is accurate.
The Company’s Cookie Policy is also incorporated into these T&Cs and can be accessed within the Privacy Policy.

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ARTICLE 31 - CHANGES TO THE AGREEMENT

  • The Company may modify these T&Cs by providing at least thirty (30) days’ prior written notice.
  • Notification will be sent via email or displayed in the App or on the Company’s Website.
  • If the User disagrees with the changes, they may terminate their agreement by written notice during the notice period (see Article 8).
  • If the User does not object, the updated T&Cs will apply from the effective date specified in the notice. Immediate Changes Without Prior Notice The Company may change the T&Cs without a 30-day notice in the following cases:
  1. Changes required by law.
  2. Changes that benefit the User.
  3. The introduction of new services or functionalities.
  4. Modifications that do not reduce the User’s rights or increase their obligations.
Exchange Rate Adjustments
  • Changes to exchange rates take effect immediately, without prior notice.
  • The User cannot dispute exchange rate adjustments, and the Company is not responsible for exchange rate fluctuations.

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ARTICLE 32 - ENTIRE AGREEMENT

  • These T&Cs supersede all prior agreements, written or oral, between the Company and the User.
  • Any previous agreements or conflicting terms are considered null and void.

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ARTICLE 33 - SEVERABILITY

  • Each provision of these T&Cs operates independently.
  • If any provision is found invalid, unlawful, or unenforceable, the remaining provisions shall continue in full force and effect.

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ARTICLE 34 - ENFORCEMENT

  • The Company’s failure to enforce any right under these T&Cs does not waive its right to enforce it in the future.
  • Any delay in requiring the User to fulfill an obligation does not prevent the Company from taking enforcement action later.

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ARTICLE 35 - CLAIMS & CUSTOMER RELATIONS SERVICE

The User may contact the Company’s Customer Relations Service to:
  • Report difficulties encountered while using the Services.
  • Submit complaints or grievances related to the Application, Website, or Services.
Customer Relations Service Contact: gaspard@suby.fi

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ARTICLE 36 - MEDIATION

  • The User has the right to seek mediation in the event of a dispute with the Company.
  • Mediation is a voluntary, confidential process facilitated by an impartial third-party mediator.
Mediation Process
  1. The User should contact the Customer Relations Service at gaspard@suby.fi and provide:
  • A brief description of the dispute.
  • Their desired resolution.
  1. The Company will coordinate with the User to select a mediator and schedule a session.
  2. Both parties agree to participate in good faith to seek an amicable resolution.
  3. Mediation costs are shared equally, unless otherwise agreed.
  4. If mediation fails, the User retains the right to pursue legal remedies.
Applicability Under French Law
  • As the User is not a consumer under the French Consumer Code, the Company is not legally required to appoint a designated mediator.

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ARTICLE 37 - APPLICABLE LAW

These T&Cs are governed by and interpreted under French law.

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ARTICLE 38 - JURISDICTION

  • In case of disputes related to the interpretation or execution of these T&Cs, the parties will first attempt to resolve the matter amicably.
  • If no resolution is reached within three (3) months, the dispute shall be referred to the Commercial Court of Paris, or any competent jurisdiction within the jurisdiction of the Paris Court of Appeal.
  • This jurisdiction clause applies to:
    • Summary proceedings, incidental claims, multiple defendants, and third-party notices.
    • All disputes, regardless of payment method used.
  • Any jurisdiction clause contained in the User’s documents that contradicts this provision shall not apply.

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ARTICLE 39 - EFFECTIVE DATE

These T&Cs shall come into effect on February 4, 2026