This test environment usage agreement (this “Agreement”) is a legal agreement between Primer API Limited, incorporated and registered in England and Wales with company number 12355212 whose registered office is at 154 Bishopsgate, 2nd Floor, London, England, EC2M 4LN (“Primer”, “us”, “we” or “our”) and the entity (“Merchant”, “you”, or “your”) which wishes to use our sandbox/test environment (the “Test Environment”). This Agreement applies to the use of the Test Environment and the services accessible to you through the Test Environment only.
By registering and setting up your account with Primer to use our Test Environment, you agree to the terms of this Agreement which will bind you. If you do not agree to the terms of this Agreement you must not use our Test Environment or the services accessible to you through the Test Environment. You should print a copy of this Agreement for future reference. If you do not understand any of the terms of this Agreement, please contact us (email@example.com) before using the Test Environment and the services accessible to you through the Test Environment. 1. ACCESS TO AND USE OF THE TEST ENVIRONMENT 1.1. Primer’s services consists of a single payments integration and unified application programme interface (“API”), together with an SDK, which manages the front-end checkout process and backend consolidation of certain payments services (the “Services”). Further details of the operation and functionality of the Services are made available through Primer’s API, User Guide and other associated documentation accessible via Primer’s website or as otherwise provided to you by Primer. Access to the Test Environment will allow you to test the Services.
1.2. Subject to your compliance with the terms of this Agreement, Primer hereby grants you a non- exclusive, non-transferable right, without the right to grant sublicences, to use the Test Environment and Services for the purpose of testing the Services only. In no circumstance shall you make use of the Test Environment and/or Services for your internal business operations or any other purpose.
1.3. In order to use the Test Environment and Services pursuant to clause 1.2 above, you must register and create an account on the Primer website. You must keep a secure password for your use of the Services and keep such password confidential. You must also keep the information in your Primer account accurate and up-to-date.
1.4. You must not:
(a) except as may be allowed by any applicable law which is incapable of exclusion and except to the extent expressly permitted under this Agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Test Environment and/or Services in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Test Environment and/or Services;
(b) access all or any part of the Test Environment and/or Services in order to build a product or service which competes with the Services;
(c) license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit, or otherwise make the Test Environment and/or Services available to any third party;
(d) attempt to obtain, or assist third parties in obtaining, access to the Test Environment and/or Services other than as permitted under this Agreement;
(e) introduce or permit the introduction of any viruses, trojans, worms, logic bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code, into our network and/or information systems; or
(f) use the Test Environment and/or Services in a manner that could result in a violation of anti-money laundering, counter terrorist financing and similar legal and regulatory obligations (including, without limitation, where we cannot verify your identity or other required information about your business).
1.5. Primer reserves the right, without liability or prejudice to its other rights to you, to disable your access to the Test Environment and/or Services in the event of a breach of clause 1.4 of this Agreement.
1.6. You must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Test Environment and/or Services and, in the event of any such unauthorised access or use, promptly notify us.
2. YOUR OBLIGATIONS
2.1. You shall:
(a) comply with all applicable laws and regulations with respect to your use of the Test Environment and/or Services and your activities under this Agreement;
(b) ensure that your personnel’s use of the Test Environment and/or Services complies with the terms and conditions of this Agreement and you shall be responsible for any breach by them of this Agreement;
(c) obtain and maintain all necessary licences, consents, and permissions necessary for your use of the Test Environment and/or Services;
(d) implement appropriate technical and organisational security measures in respect of your website, services and customer data; and
(e) ensure that your network and systems are sufficient to enable to you to use the Test Environment and/or Services.
3. NO FEES
3.1. Primer will provide the Test Environment and/or Services pursuant to this Agreement to you free of charge.
4. THIRD PARTY SERVICES
4.1. You acknowledge that the Services may enable you to access and integrate with the products and services of third parties, such as payment services providers, fraud providers, loyalty and reward platforms, and accounting software (“Third Party Services”). You acknowledge and agree that the providers of any such Third Party Services are not acting as Primer’s sub-processor nor are they Primer’s sub-contractors. You may only use any such Third Party Services via Primer’s Services where you have a direct contract with the provider of any such Third Party Services.
4.2. Your use of any Third Party Services is at your own risk. Primer does not endorse, and makes no representation, warranty or commitment, and shall have no liability or obligation whatsoever in relation to your use of, any Third Party Services.
4.3. Any contract entered into and any transaction completed via any Third Party Services is between you and the relevant third party, and not Primer.
4.4. Your right to use the Test Environment and/or Services is conditional on your compliance with the applicable third party terms and conditions which apply to your use of the Third Party Services.
4.5 You hereby consent to the providers of the applicable Third Party Services with whom you integrate via Primer’s Services accessing your fraud, chargeback and authentication and authorisation level data for your transactions for the purposes of reporting to Primer and improving and enhancing the fraud and risk capabilities of the Third Party Services in general.
5. PROPRIETARY RIGHTS
5.1. You acknowledge and agree that Primer and/or its licensors own all intellectual property rights in the Test Environment and Services. Except as expressly stated herein, this Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Test Environment and Services.
5.2. You may choose to or we may invite you to submit suggestions or ideas about improvements to the Test Environment and/or Services (“Feedback”). If you submit any Feedback to us, we will presume that your Feedback was delivered to us without any restrictions on our use of the same. You also agree that Primer has no obligations or duties to you in connection with any Feedback you submit to us, and that we are free to use your Feedback without any attribution or compensation to you.
6.1. Each party may be given access to information that is proprietary or confidential and is either clearly labelled as such or identified as confidential information in this Agreement (“Confidential Information”).
6.2. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
6.3. Subject to clause 6.5, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
6.4. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
6.5. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
6.6. The above provisions of this clause 6 shall survive termination of this Agreement for any reason.
7.1. You shall defend, indemnify and hold harmless Primer against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Test Environment and/or Services, provided that:
(a) you are given prompt notice of any such claim;
(b) Primer provides reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
(c) you are given sole authority to defend or settle the claim.
8. DISCLAIMER AND LIMITATION OF LIABILITY
8.1. Except as expressly and specifically provided in this Agreement: (a) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement, and (b) the Services are provided on an "as is" and “as available” basis. Notwithstanding the generality of the foregoing, Primer does not warrant that: (a) your use of the Services will be uninterrupted or error-free; or (b) that the Services will meet your requirements.
8.2. Primer is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Test Environment and/or Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.3. Nothing in this Agreement limits or excludes Primer’s liability for (a) death or personal injury caused by Primer’s negligence; (b) fraud or fraudulent misrepresentation, or (c) any other liability which cannot be limited or excluded by applicable law.
8.4. Subject to clause 8.3, Primer shall not be liable whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, or otherwise for any direct or indirect losses including without limitation any (a) loss of profits, (b) loss of business, (c) depletion of goodwill and/or similar losses, (d) loss or corruption of data or information, or (e) any special, indirect or consequential losses, in all cases whether direct or indirect and however arising under this Agreement.
9. TERM AND TERMINATION
9.1. This Agreement is effective upon the date you first access or use the Test Environment and/or Services and continues until Primer notifies Merchant and/or Merchant ceases to access or use the Test Environment and/or Services.
9.2. On termination of this Agreement for any reason:
(a) all licences and rights granted under this Agreement shall immediately terminate and you shall immediately cease all use of the Test Environment and/or Services;
(b) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
(c) Primer shall destroy or otherwise dispose of any data relating to your use of the Test Environment and the Services in its possession; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced.
10. CHANGES TO THE SERVICES AND THIS AGREEMENT
10.1. We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on use of the Test Environment and/or Services by posting such changes on our website or within our documentation.
10.2. We will provide you with notice of any changes either as a notification from within the Test Environment and/or Services, via email, or through other reasonable means. The changes will come into effect on the date we specify in our notice, and your continued use of the Test Environment and/or Services after a change has taken effect, constitutes your acceptance of any such changes.
10.3. You can access a copy of the current terms of this Agreement on our website at any time. The date this Agreement was last updated is indicated at the bottom of this Agreement.
11.1. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.2. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
11.3. This Agreement and the documents referred to and incorporated herein constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Merchant acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
11.4. You shall not, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement.
11.5. Primer may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
11.6. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
11.7. This Agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns).
11.8. Any notice required to be given under this Agreement shall be in writing or email, or where delivered by Primer may be delivered as a notification from within the Test Environment and/or Services themselves, and, in the case of post shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes.
11.9. If we have to contact you, we will do so by email or by pre-paid post to the address you provided as part of your account set up.
11.10. Any notice given by us to you will be deemed received and properly served 24 hours after it is first posted on our website or from within the Test Environment and/or Services themselves, 24 hours after an email is sent, or three days after the date of posting of any letter.
11.11. Any notice given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
11.12. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
11.13. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Date last updated: 25/06/2021