These terms are a contract between you and Wintry Ltd. They govern your use of Wintry, the backup and restore service for Square sellers at wintry.io and app.wintry.io. You accept them when you create an account, pay for a plan or connect a Square account, whichever happens first. If you accept them on behalf of a business, you confirm that you have authority to bind that business.

1. Who we are

Wintry Ltd is a company registered in England and Wales, company number 17508937, with its registered office at 66 Paul Street, London, EC2A 4NA, United Kingdom. You can contact us at support@wintry.io.

2. Definitions

In these terms:

• “Wintry”, “we”, “us” and “our” mean Wintry Ltd.

• “You” and “your” mean the business that uses the Service.

• “Service” means the Wintry website, web app and backup, history, restore and export services.

• “Store Data” means the data from your Square account that the Service copies, stores, displays, restores or exports.

• “Account Data” means the information we collect to run your Wintry account, as described in our Privacy Notice.

• “Plan” means the subscription you choose, and “Billing Period” means the month or year it renews over.

• “Data Processing Agreement” means the agreement at wintry.io/legal/dpa, which forms part of these terms.

3. Who can use the Service

The Service is for businesses. You may use it only for a Square account that belongs to your business or that you are authorised to manage, and only if your business is located in the United States, Canada, the United Kingdom or Australia. The Service is not available to businesses located in the province of Quebec, Canada.

4. Wintry and Square

Wintry is an independent product. It is not affiliated with, endorsed by or sponsored by Square or Block, Inc. Square is a trademark of Block, Inc. We are not Square’s agent, and these terms do not change your agreement with Square.

The Service connects to your Square account through Square’s developer platform. Our access depends on Square continuing to make that platform available to us. If Square changes, limits or withdraws it, parts of the Service may stop working, and section 11 applies to your backups.

5. The Service

The Service includes:

• Backups. While your Square account is connected and your Plan is active, we back up your Store Data every day, and whenever you start a backup yourself.

• History. You can view each backup and see how an object looked at the time of that backup.

• Restores. At your request, we write selected Store Data back into your Square account, for the types of data the Service shows as restorable, as described in section 9.

• Exports. You can ask for a copy of your Store Data at any time by emailing support@wintry.io, and we will send it within a reasonable time.

Square does not make all of its data available to apps, and does not allow apps to write back everything they can read. The Service can only back up and restore what Square allows.

6. Your permission to access and use Store Data

Square requires apps to obtain a seller’s express consent before they store copies of the seller’s data or change it. This section records that consent.

What we read. When you connect, Square shows you the permissions we request, and you approve them on Square’s own page. For backups, we request permissions to read these categories of data: items and catalog (including images, categories, modifiers, discounts, taxes and units), stock counts, customers, customer groups and segments, team members, shifts and labour settings, locations and business profile, invoices, subscriptions, gift cards, loyalty, devices, online store sites, checkout settings, appointments and booking profiles, vendors, and custom attributes. Some of these permissions are broader than our use of them: Square’s permission for reading device codes also allows creating them, and reading your checkout settings requires a payment-methods permission. We use these permissions only to read.

What we write. Restores need further permissions, which let us write items and catalog objects, stock counts and customers. You grant them separately, and you can choose not to. You can switch restores off in the Service at any time, and we then stop using these permissions. Square keeps them in place until you disconnect your Square account.

What we never request. We do not request access to payments, refunds, orders, payouts, bank accounts or disputes. Square does not give apps full payment card numbers. Gift card numbers and balances are included in your backups, so protect access to your Wintry account as you would your Square account.

Your authorisation. You authorise us to copy the Store Data described above, to keep it for as long as section 11 allows, to store it with the sub-processors listed under our Data Processing Agreement, and to show it to you and to anyone you give access to your Wintry account. You also authorise us to write Store Data into your Square account when you confirm a restore, as section 9 describes. We never delete objects in your Square account.

Our limits on use. We use Store Data only to provide the Service to you. We do not sell it, use it for advertising, or use it or anything derived from it to train or improve machine-learning or AI models. We never contact your customers or staff, and we never use their details for our own purposes.

Licence. You keep all rights in your Store Data. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, display and transmit Store Data, and to send it back to Square, solely to provide the Service. You confirm that you have the rights needed to grant this licence, including for data about your customers and staff.

7. Your responsibilities

You must:

• keep your sign-in details secure, and tell us at support@wintry.io promptly if you suspect someone else has used your account;

• connect only Square accounts that you own or are authorised to manage;

• comply with the law and with Square’s terms when using the Service;

• keep your billing and contact details accurate and up to date;

• not use the Service to send marketing to people whose details appear in your Store Data unless the law allows it, or to hold data about people that you have no lawful basis to hold;

• not use the Service for health information protected by the US Health Insurance Portability and Accountability Act (HIPAA). If you are a covered entity or business associate under HIPAA, you must not connect a Square account that holds protected health information. We do not enter into business associate agreements;

• not attempt to break, overload, reverse-engineer or copy the Service, resell it, or use it to build a competing product; and

• not use the Service for anything unlawful.

8. Personal data

Your Store Data includes personal data about your customers and staff. You decide why and how that data is used, so you are its controller and we are your processor. The Data Processing Agreement sets out how we process it. If the Data Processing Agreement and these terms conflict on a data protection matter, the Data Processing Agreement prevails.

We are the controller of Account Data. Our Privacy Notice explains how we use it. The Privacy Notice is information for you and does not form part of these terms.

9. Restores

A restore writes to your live Square account. Before you use one, read this section.

How a restore works. You choose the objects to restore and the backup or version to restore them from. Before you confirm, the Service shows you an outline based on your backups, including what cannot be restored. When the restore runs, we compare your chosen objects with your live Square account and write only the changes needed. A restore can also write related objects that your chosen objects need in order to work in Square, such as the category or modifier list an item belongs to and the stock counts that go with it. It can also update objects already in your store to reconnect them to what was restored, such as adding items back to a restored category or customers back to a restored customer group. Just before writing each object, we check that it has not changed in Square since the restore was planned. If it has, we skip it rather than overwrite it. When the restore finishes, the Service reports each object we created, changed or skipped, and any we could not restore or could not confirm.

What a restore cannot do. Square does not allow apps to recreate or restore some data. In particular:

• A deleted object comes back as a new record with a new Square ID. Past sales are not affected, but anything that referred to the old ID will not refer to the new one.

• Saved cards on file cannot be restored. Your customers will need to add them again.

• Stock counts are restored to the backed-up numbers, but Square’s stock history still records the change, and a reduced count is recorded as waste.

• A customer who had unsubscribed from marketing and is recreated by a restore will appear as subscribed in Square. The Service warns you before you confirm, and you remain responsible for respecting that customer’s choice.

• Square’s own records of deletions, and any data Square does not make available to apps, cannot be restored.

Your responsibility. You decide what to restore and when. Restoring an earlier version replaces the object with that version and clears fields set since then, so changes made in Square since that version can be lost. Variations, modifiers and option values added since are kept. Before you confirm, review the outline and pause any other apps that sync with your Square account. Afterwards, check the result in Square. We are not liable for the consequences of a restore that performed as you instructed.

Safety pauses. If our safety checks detect an unexpected result during any restore, we pause all restores for every customer until we have investigated.

10. Plans, payment and refunds

Plans. Each Plan has its own features, limits and price, shown when you subscribe. Plans are billed monthly or yearly. Prices are in US dollars and exclude taxes unless stated. Our payment provider may show and charge the equivalent amount in your local currency.

Payment. You buy the Service through Sold through Link, LLC, a Stripe affiliate that appears to customers as Onelink. It acts as merchant of record for your purchase: it takes your payment, collects and remits sales tax, VAT or GST where applicable, issues your receipts and invoices, and handles payment disputes. Wintry remains the seller of the Service. Your purchase is also subject to the customer terms shown at checkout. Your card statement shows LINK.COM followed by our name. You can manage your Plan, payment method and billing details from the Billing page in the Service.

Renewal and cancellation. Your Plan renews automatically at the end of each Billing Period until you cancel. You can cancel at any time from the Billing page. Cancellation takes effect at the end of the current Billing Period, and you keep access until then. Except as these terms provide, fees are not refundable.

Money-back guarantee. If you are not satisfied with the Service, email support@wintry.io within 30 days of your first payment and we will refund that payment in full. This applies once per business, to its first Plan. Separately, Stripe’s affiliate may refund a payment under its own refund policy, whatever this section says.

Failed payments. If a payment fails, our payment provider will retry it. Backups continue while it does. If the payment is still not received after the retries, your Plan lapses and section 11 applies.

Plan limits. If your Square account exceeds your Plan’s limits, such as the number of locations it covers, we pause new backups until you upgrade. Your existing backups remain available.

Price changes. We may change our prices. We will email you at least 30 days before a new price applies to you, and it will apply only from your next renewal. If you do not accept it, you can cancel before it applies. Early access pricing continues for as long as your early access Plan continues.

11. Retention and deletion of backups

While your Plan is active. We keep every backup for as long as your Plan is active and your Square account is connected. Any change to this is a change to these terms under section 20.

When the Service stops for your store. If you disconnect your Square account, your Plan ends or lapses, or Square revokes or suspends our access, we stop making backups and stop using our access to your Square account. If you disconnect, we also ask Square to revoke our access. In every case, our access is revoked by the time your backups are deleted. If Square cuts off our access, we will tell you by email.

30-day window. We keep your existing backups for 30 days after your last backup or your disconnection, whichever is later. Backups continue until your Plan ends, so for most stores the 30 days start when the Plan ends. If your backups were paused before then, for example because your Square account exceeded your Plan’s limits, the 30 days run from your last backup. During that time you can reconnect or resubscribe and keep your backups, or ask us for an export. If you ask for an export during the 30-day window, we will not delete your backups until we have sent it.

Deletion. After the 30-day window, we delete your backups from our live systems within 120 days, and the recovery copies our storage keeps against accidental loss expire within a further 90 days. Fragments of Store Data can also appear in our database provider’s backups, in logs, in records of background jobs and in error reports. These are not deleted customer by customer. They expire automatically within the same overall period, except that an AI provider we use to investigate errors may keep content its safety systems flag for longer, under its own terms. Once the recovery copies expire, backups cannot be recovered. We keep a record of each deletion so that we can confirm it to you or to Square.

Closing your account. You can ask us to close your Wintry account at any time by emailing support@wintry.io. We then delete your Account Data as our Privacy Notice describes, and your backups as this section describes.

12. Security

We protect Store Data with the technical and organisational measures in Annex 2 of the Data Processing Agreement. Our Security page describes our current practices in more detail, but it does not form part of these terms. If we become aware of a security incident affecting your data, we will tell you without undue delay, explain what happened and what we are doing about it, and keep you informed.

If you find a security vulnerability in the Service, report it to security@wintry.io. We will not take legal action against anyone who, in good faith, tests only Wintry’s own systems and not those of Square or our providers, accesses only their own account’s data, avoids disrupting the Service, and gives us reasonable time to fix the issue before disclosing it.

13. Confidentiality

We will keep your Store Data confidential and use it only to provide the Service. We may disclose it only to our staff and sub-processors who need it to provide the Service and are bound by confidentiality obligations, to Square as the Service requires, to anyone you give access to your Wintry account, or where the law requires it. This section does not apply to information that is public through no fault of ours.

14. Intellectual property and feedback

We and our licensors own all rights in the Service. These terms give you the right to use the Service while your Plan is active, and no other rights in it. If you send us suggestions or feedback, we may use them without any obligation to you.

15. Changes to the Service

We may change, add or remove features of the Service. If a change materially reduces the Service you pay for, we will tell you in advance. You may then cancel, and we will refund the unused part of your current Billing Period. We may release new features to some accounts before others.

16. Suspension and termination

By you. You can stop using the Service at any time by cancelling your Plan and disconnecting your Square account.

By us. We may suspend or end your access to the Service:

• if you materially breach these terms and do not remedy the breach within a reasonable time after our notice;

• immediately, if your use of the Service poses a security risk, breaches section 7 in a way that cannot be remedied, or must be stopped to comply with the law or with Square’s requirements; or

• if we stop offering the Service, on at least 30 days’ notice.

If we end the agreement for a reason other than your breach, we will refund the unused part of your current Billing Period.

After termination. Section 11 governs your backups. Sections 6 (for Store Data we still hold), 8, 9, 10 (for amounts owed and refunds due), 13, 14, 17, 18, 19 and 21 continue to apply.

17. Our commitments

We will provide the Service with reasonable skill and care, and it will perform materially as described in section 5. If it does not, tell us and we will try to fix it. If we cannot fix it within a reasonable time, you may end your Plan and we will refund the unused part of your current Billing Period.

The Service depends on the data Square makes available and on Square’s platform working. We do not promise that the Service will be uninterrupted, that every backup will be complete, or that every object can be restored. The Service is a safeguard, not a substitute for your own care of your Square account.

All other terms, conditions and warranties, whether implied by statute, common law or otherwise, are excluded to the extent the law allows.

18. Liability

Liability we do not limit. Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.

Losses neither of us is liable for. Subject to the paragraph above, neither of us is liable to the other for any indirect or consequential loss, or for any loss of profit, revenue, business, goodwill or anticipated savings, however it arises. This paragraph does not limit your obligation to pay fees or either party’s obligations under section 19.

Total liability. Subject to the first paragraph of this section, each party’s total aggregate liability to the other arising out of or in connection with these terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of the fees paid or payable for the Service in the 12 months before the first event giving rise to liability, and the price of 12 months of your most recent Plan at the price you were paying for it. This limit does not apply to your obligation to pay fees.

Consumer law. Some laws give business customers rights that cannot be excluded or limited. Except as the next sentence allows, nothing in these terms excludes, restricts or modifies those rights. If you are in Australia and the Australian Consumer Law applies, where our liability for failing to comply with a consumer guarantee can be limited, it is limited, at our choice, to supplying the services again or paying the cost of having them supplied again.

19. Indemnities

By you. You will compensate us for losses, costs and liabilities arising from a claim by a third party, including a regulator, that results from Store Data you had no right to have us process, from a restore you instructed, from your breach of section 7, or from your unlawful use of the Service, except to the extent we caused it.

By us. We will compensate you for losses, costs and liabilities arising from a claim by a third party that your use of the Service in line with these terms infringes that party’s intellectual property rights.

Process. The party seeking compensation must tell the other promptly about the claim, let it control the defence and any settlement, and give it reasonable help, at the cost of the party providing the compensation.

20. Changes to these terms

We may update these terms. We will email you at least 30 days before a change takes effect, unless the change is required by law sooner or only corrects errors or clarifies wording without changing its meaning. If you do not accept a change, you can cancel before it takes effect and we will refund the unused part of your current Billing Period. If you continue to use the Service after a change takes effect, you accept it. The current version and earlier versions of these terms are available at wintry.io/legal.

21. General

Notices. We send notices to the email address on your account. You send notices to support@wintry.io.

Entire agreement. These terms, including the Data Processing Agreement, are the entire agreement between us about the Service and replace any earlier discussions or understandings. Each of us confirms that, in entering into these terms, it has not relied on any statement or promise not set out in them, including statements on our website or in our marketing. Nothing in this paragraph limits liability for fraud.

Events outside our control. We are not responsible for any failure or delay in performing these terms caused by events beyond our reasonable control, including failures of Square’s platform, of our infrastructure providers, or of the internet. If such an event prevents us from providing the Service for a prolonged period, either of us may end the agreement and we will refund the unused part of your current Billing Period.

Transfer. You may not transfer this agreement without our written consent. We may transfer it to a successor to our business, and we will tell you if we do.

Third parties. No one other than you and us has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce these terms.

Severability and waiver. If any part of these terms is found unenforceable, the rest continues to apply. A delay or failure to enforce a right is not a waiver of it.

Law and courts. These terms, and any dispute arising out of or in connection with them, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that either of us may seek urgent relief in any court to protect its rights or data. Nothing in this section stops a customer in Australia from bringing a claim under the Australian Consumer Law in Australia.