Primer API Limited – Standard Terms and Conditions
1. INTRODUCTION
1.1 These terms and conditions (the "Primer Merchant Terms") together with the Order Form (as defined below) form a legal agreement (the "Merchant Agreement") between Primer and the Merchant entity listed in the Order Form (referred to in these Primer Merchant Terms as "you" or "your").
1.2 Your Order Form forms part of the Merchant Agreement and is not a separate contract to it. By entering into and signing the Order Form, you agree to comply with these Primer Merchant Terms and be bound by the terms of the Merchant Agreement.
1.3 In the event that there is any conflict between the provisions of the Order Form and these Primer Merchant Terms, the following order of precedence shall apply: (a) the Special Terms in the Order Form; (b) additional terms on the Trust Centre; (c) the Primer Merchant Terms; (d) the terms of the Order Form other than the Special Terms; (e) the Documentation; and (f) any other terms referred to in the Merchant Agreement.
1.4 You should print a copy of these Primer Merchant Terms for future reference. If you do not understand any of the terms of the Merchant Agreement, please contact us (hello@primer.io) before using the Services.
2. DEFINITIONS AND INTERPRETATION
2.1 The following terms have the following definitions in the Merchant Agreement:
"Account" means an account created on the Primer website;
"Affiliate" means those affiliates specified in the Order Form (if any);
"Applicable Data Protection Legislation" means: (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which a party is subject, which relates to the protection of personal data;
"Background IPR" means any and all Intellectual Property Rights that are owned by or licensed to a party which are or have been developed independently of the Merchant Agreement (whether prior to the Effective Date or otherwise);
"Billable Event" means any of the billable events described in https://webflow.primer.io/billable-events;
"Companion" means the Primer Companion AI system provided by Primer.
"Confidential Information" means all confidential information (however recorded or preserved) disclosed by a party or its representatives to the other party or their representatives, whether before or after the date of the Merchant Agreement, in connection with the Services or the Merchant Agreement, including but not limited to any information that would be regarded as confidential by a reasonable business person relating to: (a) the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party or its group; (b) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party or its group; (c) any information developed by the parties in the course of carrying out the Merchant Agreement; (d) the terms of your Order Form including pricing information; and (e) any information expressly identified as confidential by the disclosing party.
"Contract Year" means each consecutive twelve (12) month period starting on the Effective Date;
"control": the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be interpreted accordingly.
"Documentation" means the documentation relating to the Services available at primer.io/docs;
"Effective Date" means the date specified as such in the Order Form;
"End Merchant" has the meaning given in clause 10;
"EU GDPR" means the General Data Protection Regulation ((EU) 2016/679);
"External Services" means the products and services of third parties, including payment services providers, fraud providers, loyalty and reward platforms, and accounting software, other than the Third Party Services;
"Feedback" has the meaning given in clause 12.3;
"Fees" means the fees payable by the Merchant for the Services as set out in the Order Form (as updated from time to time in accordance with the terms of the Merchant Agreement);
"Force Majeure Event" means any events, circumstances or causes beyond a party's reasonable control including: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f) breakdown of plant or machinery, collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts; (h) non-performance by suppliers or subcontractors; (i) interruption or failure of utility services or transport or telecommunications networks;
"Foreground IPR" means any and all Intellectual Property Rights that are developed under or arise out of or in connection with the Merchant Agreement (excluding any Merchant Materials);
"Go Live" means the successful integration of the Services with your website, app and/or platform (as applicable);
"Intellectual Property Rights" means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
"Merchant Materials" means the documents, information and materials owned by or licensed to you which you provide to Primer as part of the Services, excluding any Merchant Personal Data;
"Merchant Personal Data" has the meaning given in paragraph 1.2 of Schedule 1;
"Minimum Commitment" means the minimum commitment as specified in the Order Form;
"Minimum Term" means your minimum term as specified in the Order Form;
"Order Form" means the order form containing the details of your order to which these Primer Merchant Terms apply;
"Primer SDK" means the software development kit provided by Primer as described in the Documentation;
"Renewal Period" has the meaning given in clause 17.2;
"Services" means the Primer services as described in the Documentation;
"Sub-Processor" has the meaning given in paragraph 1.4 of Schedule 1;
"Third Party Services" means services provided to Primer by third parties, which Primer may offer to the Merchant from time to time, as may be identified in the Order Form and subject to additional terms set out at the bottom of the page under the heading 'Additional details', also accessible at https://primer.io/third-party-service-terms on the Trust Centre;
"Trust Centre" means the Primer Trust Centre available at https://trust.primer.io/ which includes additional Primer terms, Primer policies and third party terms as updated from time to time; and
"UK GDPR" has the meaning given to it in the Data Protection Act 2018.
"Unauthorised API" means any undocumented or shadow API not described in the Documentation;
2.2 Clause, schedule and paragraph headings shall not affect the interpretation of the Merchant Agreement.
2.3 In the Merchant Agreement:
(a) a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
(b) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular, and a reference to one gender shall include a reference to the other genders;
(c) a reference to a statute or statutory provision is a reference to it as it is in force from time to time and shall include all subordinate legislation made under it;
(d) a reference to writing or written excludes fax but not email;
(e) references to clauses and schedules are to the clauses and schedules of these Primer Merchant Terms and references to paragraphs are to paragraphs of a schedule to these Primer Merchant Terms; and
(f) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
3. ACCESS TO AND USE OF THE SERVICES
3.1 In consideration for the payment of the Fees, Primer shall provide the Services to you during the Minimum Term and any Renewal Period: (a) materially in accordance with the Documentation; and (b) with reasonable care and skill and in accordance with all laws applicable to Primer as the provider of the Services.
3.2 Subject to your compliance with the terms of the Merchant Agreement, Primer hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable right to use the Services for your internal business operations following the creation of your Account and from Go Live for the duration of the Merchant Agreement.
3.3 To the extent specified in your Order Form, your Affiliates may use the Services on the terms set out in the Merchant Agreement, subject at all times to clause 4.5 and to your Affiliates' compliance with the Merchant Agreement as if they were party to it.
3.4 In order to use the Services, you must create an Account. You must keep a secure password for your Account and keep such password confidential. You must also keep the information in your Account accurate and up-to-date at all times during your use of the Services.
3.5 Other than as expressly permitted in the Merchant Agreement, 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 the Merchant 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 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 Services;
(b) access all or any part of the 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 Services available to any third party;
(d) attempt to obtain, or assist third parties in obtaining, access to the Services;
(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 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 Primer cannot verify your identity or other required information about your business).
3.6 Primer reserves the right, without liability or prejudice to its other rights under the Merchant Agreement, to disable your access to the Services in the event of a breach of clause 3.5 of these Primer Merchant Terms until such breach is remedied.
3.7 You must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, you must promptly notify us. You acknowledge and agree that you are responsible for any acts or omissions of any person who uses the Services through your Account, including unauthorised third parties.
3.8 You acknowledge that your use of the Services may produce certain non-identifiable information related to their input, operation and use, including algorithms and metrics. Primer may use such non-identifiable information in any manner to develop the Services and its other service offerings, including chatbots or AI assistants that may be trained or tested via machine learning or large language models. You acknowledge and agree that we may use such information in our service offerings and Primer shall have appropriate safeguards and measures to comply with the relevant laws and regulations.
3.9 As far as it is able to, Primer agrees to ensure that any Merchant Personal Data is not used to train or fine-tune any public large language, diffusion or other AI models.
3.10 If Primer's performance of any of its obligations under the Merchant Agreement is prevented or delayed by your act or omission or by your failure to perform any of your obligations (a "Merchant Default"), without limiting or affecting any other right or remedy available to it, Primer shall have the right to suspend performance of the Services until you remedy the Merchant Default, and to rely on the Merchant Default to relieve Primer from the performance of any of its obligations in each case to the extent the Merchant Default prevents or delays such performance. Primer will not be liable for any costs or losses sustained or incurred by you as a result of any non-performance by Primer due to a Merchant Default.
4. MERCHANT OBLIGATIONS
4.1 You shall:
(a) comply with all applicable laws and regulations with respect to your use of the Services and your activities under the Merchant Agreement;
(b) ensure that your personnel's use of the Services complies with the terms and conditions of the Merchant Agreement and you shall be responsible for any breach by them of the Merchant Agreement;
(c) obtain and maintain all necessary licences, consents, and permissions necessary for your use of the Services;
(d) implement appropriate technical and organisational security measures in respect of your website, app, platform, services and customer data;
(e) ensure that your network and systems are sufficient to enable you to use the Services;
(f) ensure that you enrol in multi-factor authentication for use of the Services through an industry-recognised authenticator application or service of your choice;
(g) ensure you (or relevant personnel, including payments team and technical representatives) have subscribed to Primer's incident notification page available at https://status.primer.io/ to be notified of: (a) any incidents that may be impacting the Services, and (b) future scheduled maintenance performed by Primer and/or its partners;
(h) provide the contact details (email address and phone number) of authorised "Incident Contact" person(s) that can be reached at any time when deemed necessary, by Primer's support team to report issues that may be impacting the Services and when your action, approval or consent is required. The Incident Contact person(s) must have admin-level access to Primer's dashboard, and be authorised to promptly change or decide on changes that are deemed necessary by Primer's support team;
(i) inform Primer of any changes to these contact details;
(j) ensure your Payments Team, Technical Representatives, and Incident Contact person(s) have access to Primer's Support Portal, for the submission of support requests. Access is restricted to approved users only - request it from your Solution Engineer or Customer Success Manager;
(k) promptly and without unreasonable delay update to the most up to date API and SDK versions for the Services when requested to do so by Primer to guarantee the security and stability of the Services. New versions are announced in Primer's dashboard under "Changelog", and you may also "Subscribe to get our latest updates" as prompted. Failure to do so may impact processing of your payments;
(l) promptly update to the most recent versions of the Service integrations in use by your workflows, as Primer's partners are constantly improving and updating their offering, which may be reflected as changes on the existing integrations. Failure to keep up-to-date may impact processing of your payments;
(m) implement monitoring, and periodically perform end-to-end tests, to assess the correct functioning of the Services, and report any identified problem to Primer's support team, via the Support Portal;
(n) promptly and without unreasonable delay publish workflow and checkout configuration changes and integration fixes that have been deemed critical, when communicated by Primer's technical support team, proactively, when asked to do so by Primer and/or in response to a customer support request;
(o) handle API keys with due care by storing them securely, sharing them only with people who require access to them, and rotating them if users who had access to these keys leave your organisation;
(p) alert Primer within 24 hours in the event that API keys are lost or suspected to be compromised, by contacting security@primer.io and via your account manager; and
(q) communicate any sensitive information securely. When reaching out to Primer's support, please ensure you properly protect the privacy of end users by removing excessive Merchant Personal Data. For any documents, files, or artefacts that contain Merchant Personal Data by necessity, please encrypt your message by following the guide at https://primer.io/docs/migration/; and
(r) not use, or permit the use or access of Unauthorised APIs when using the Services.
4.2 You acknowledge that:
(a) there may be instances when upgrading to a specific version of the API or SDKs is deemed urgent due to security reasons, to satisfy changes done by third-party partners, or other reasons outside of Primer's control. In these instances, Primer will notify your Incident Contact person(s), and you shall provide prompt action and cooperation in coordinating and completing such upgrade. Failure to do so may impact processing of your payments. In particular, Primer reserves the right to refuse calls and connections coming from older versions of the API/SDK in order to maintain the security of the Services;
(b) whilst Primer will provide guidance, advice and information regarding workflow configuration best practice, you are solely responsible for the way you configure your workflows;
(c) Primer strongly advises you to undertake thorough sandbox and production testing to assess if the Services are working as intended, prior to making Services available to your broader customer base. While Primer may assist in reviewing workflows and integrations, providing advice and guidance, not all possible scenarios and use-cases may be covered by Primer's review. It is your responsibility to test and assess the Services, and report any identified problem to Primer's support team, via the Support Portal; and
(d) Primer may not continue the support of, or provide technical support for, API and SDKs versions of the Services that are older than the ones deemed necessary to maintain the quality and security of the Services.
4.3 Primer shall not be responsible or liable for any losses, issues, costs or damages arising out of or in connection with your breach of your obligations.
4.4 The Parties may agree the provision by Primer of additional products and/or services to the extent these are agreed in the Order Form. If additional services are required during the Minimum Term or any Renewal Period, these may be agreed in signed writing between the parties and the Order Form shall be deemed updated to include such additional services and the agreed fees for the same.
4.5 You shall be responsible for all acts and omissions of your Affiliates who use the Services. 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 Affiliates' use or misuse of the Services or breach of the Merchant Agreement.
5. FEES AND PAYMENT
5.1 In consideration of the provision of the Services to you, you shall pay the Fees.
5.2 Primer may revise the Fees to take effect from the start of the next Renewal Period by giving you at least thirty (30) days' advance written notice. If you object to the updated Fees, you must notify us in writing within seven (7) days of our notification, informing us of your objection, in which case your Agreement shall terminate at the end of the Minimum Term or then-current Renewal Period (as applicable). If you do not notify us of your objection within this timeframe, the updated Fees shall take effect upon the commencement of the next Renewal Period and your Order Form shall be deemed updated.
5.3 Where the Fees are based on Billable Events, at the end of each agreed payment period as specified on the Order Form, Primer will review the Billable Events in the applicable preceding payment period and calculate the Fees for such period based on the actual number of Billable Events.
5.4 Primer will invoice you for the Minimum Commitment if the amount of the Minimum Commitment exceeds the Fees incurred based on the actual Billable Events in the preceding payment period.
5.5 You will pay each properly issued invoice within thirty (30) days of the date of the invoice.
5.6 In the event any Fees are not paid by the due date, without prejudice to its other rights and remedies, Primer may, without liability to you, disable your Account and/or access to all or part of the Services and Primer shall be under no obligation to provide any or all of the Services while such Fees remain unpaid.
5.7 Interest shall accrue on a daily basis on any overdue Fees at an annual rate equal to 3% over the then current Bank of England base rate, commencing on the due date and continuing until fully paid, whether before or after judgment.
5.8 You shall be responsible for all taxes, fees and other charges imposed by any governmental authority, including any value added tax, goods and services tax, sales tax and applicable indirect and transactional taxes on the Services provided under the Merchant Agreement.
6. DATA PROTECTION
6.1 Each party shall comply with its obligations as set out in Schedule 1 (Data Protection Addendum) to these Primer Merchant Terms.
7. PCI COMPLIANCE
7.1 You agree to comply with:
(a) the applicable data privacy and security requirements under the Payment Card Industry (PCI) Data Security Standard (DSS) with regard to your use, access, and storage of cardholder information; and
(b) your obligations under any applicable law or regulation as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of cardholder information.
7.2 Primer is certified with PCI-DSS and shall maintain its PCI-DSS certification for the duration of the Merchant Agreement. Primer agrees to comply with its obligations under the PCI-DSS.
7.3 Without prejudice to the generality of the foregoing and/or clause 6 of these Primer Merchant Terms, but subject to clause 7.4, Primer acknowledges that it is responsible for the security of customer cardholder data it possesses or otherwise stores, processes or transmits on your behalf, or to the extent that it could impact the security of the customer cardholder data environment.
7.4 You are responsible for verifying and ensuring that any third party payment processor which you choose to use via the Services:
(a) complies with applicable data privacy and security requirements under the PCI DSS;
(b) is responsible for the security of customer cardholder data it possesses or otherwise stores, processes or transmits on your behalf; and
(c) complies with all applicable laws and regulations as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of cardholder information.
8. EXTERNAL SERVICES AND PLATFORMS
8.1 You acknowledge that the Services will enable you to access and integrate with External Services.
8.2 You acknowledge and agree that:
(a) the providers of any such External Services are not acting as a Sub-processor nor are they Primer's sub-contractors;
(b) you may only use any such External Services via Primer's Services where you have a direct contract with the provider of any such External Services;
(c) any contract entered into and any transaction completed via any External Services is between you and the relevant third party, and not Primer; and
(d) your right to use the Services is conditional on your compliance with the applicable third party terms and conditions which apply to your use of the External Services.
8.3 Your use of any External 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 External Services or any act or omission of the providers of External Services.
8.4 You hereby consent to the providers of the applicable External 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 External Services in general.
9. THIRD PARTY SERVICES
9.1 Primer may offer Third Party Services for you to use alongside or in conjunction with the Services from time to time. Any Primer services and Third Party Services you wish to use must be agreed in an Order Form and may be subject to additional terms as set out on the Trust Centre.
9.2 You acknowledge and agree that it is your responsibility to check the Trust Centre from time to time for any additional terms which may apply to your use of Primer services and the Third Party Services, and you will comply with and access and use such services in accordance with such additional terms. If there is a conflict between the terms of the Merchant Agreement and such additional terms, the additional terms will take precedence in respect of the particular Third Party Service.
10. END MERCHANTS
10.1 Where Primer has agreed that you may use the Services acting as a platform on behalf of other third party merchants (the "End Merchants"), the following shall apply:
(a) Primer acknowledges and agrees that you will not be in breach of clauses 3.2, 3.5 or 20.9 of these Primer Merchant Terms solely as a result of you using the Services in connection with and/or on behalf of any such End Merchants;
(b) you shall ensure that any such End Merchants comply with: (i) the PCI DSS; and (ii) their obligations under any applicable law or regulation as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of cardholder information;
(c) you will be responsible for the acts and/or omissions of the End Merchants in connection with the Services provided pursuant to the Merchant Agreement as if those acts and/or omissions were your own and you will ensure that all End Merchants comply with the terms of the Merchant Agreement as if they were party to it;
(d) you will notify Primer of the identity of the End Merchants in accordance with the process as agreed between the Parties; and
(e) you acknowledge and agree that Primer shall be free to provide the Services directly to any such End Merchants and/or enter into agreements directly with such End Merchants at Primer's discretion.
11. CUSTOMER TRANSACTIONS
11.1 You may only use the Services to facilitate legitimate transactions with your customers. Primer is not responsible for the products or services which merchants (including you) promote or sell or for your chosen payment processor.
11.2 You acknowledge and agree that you are solely responsible for the nature and quality of the products or services you promote and sell, and for any/all delivery, support, refunds, returns, and for any other ancillary services you provide to your customers.
11.3 You further acknowledge and agree that you are responsible for:
(a) determining whether any transaction undertaken by your customers using the Services is suspicious or accidental; and
(b) any losses you incur due to any such suspicious or accidental transactions in connection with your use of the Services.
12. PROPRIETARY RIGHTS
12.1 You acknowledge and agree that Primer (or its licensors as applicable) shall own all rights including Intellectual Property Rights in and to its Background IPR, which includes the Services. Except as expressly stated herein, the Merchant Agreement does not grant you any rights to, under or in Primer's Background IPR.
12.2 Unless otherwise agreed in writing, Primer shall own all right, title and interest in and to any Foreground IPR. To the extent these do not automatically vest in Primer, you hereby assign (including by way of future assignment) all such right, title and interest including Intellectual Property Rights in the Foreground IPR to Primer.
12.3 You may choose to or Primer may invite you to submit suggestions or ideas about improvements to the Services ("Feedback"). If you submit any Feedback to us, you give us the right to use that Feedback without any restrictions or limitations on our use of it. You agree that Primer has no obligations or duties to you in connection with any Feedback you submit to us, and that Primer are free to use your Feedback without any attribution or compensation to you.
12.4 You (or your licensors as applicable) shall own all of the Merchant Materials. You grant Primer a non-exclusive, worldwide, royalty-free licence for the duration of the Merchant Agreement to use the Merchant Materials solely to the extent necessary for Primer to provide the Services and fulfil its obligations in accordance with the Merchant Agreement.
13. CONFIDENTIALITY
13.1 Each party shall keep the other party's Confidential Information secret and confidential and shall not: (a) use such Confidential Information except for the purpose of exercising its rights or performing its obligations under or in connection with the Merchant Agreement; or (b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 13.
13.2 The restriction in clause 13.1 shall not apply to Confidential Information which:
(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.
13.3 Each party may disclose the other's Confidential Information:
(a) to its professional advisors and agents provided they are subject to confidentiality obligations no less strict than those contained in this clause 13;
(b) to its employees on a need to know basis in order to exercise its rights or perform its obligations under the Merchant Agreement, provided that each party shall inform such employees of the confidential nature of the Confidential Information and shall procure that such employees comply with the obligations in this clause 13;
(c) 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 written 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.
13.4 The above provisions of this clause 13 shall survive termination of the Merchant Agreement (or part thereof) for any reason.
14. WARRANTIES AND INDEMNITY
14.1 Primer shall defend you against any claim that your use of the Services in accordance with the Merchant Agreement infringes any patent, copyright, trade mark, or database right, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
(a) Primer is given prompt notice of any such claim;
(b) you provide reasonable co-operation to Primer in the defence and settlement of such claim; and
(c) Primer is given sole authority to defend or settle the claim.
14.2 In the defence or settlement of any claim which is the subject of the indemnity in clause 14.1 above, Primer may at its option:
(a) procure the right for you to continue using the Services;
(b) replace or modify the Services so that they become non-infringing; or
(c) if the foregoing remedies are not available on commercially reasonable terms, terminate the Merchant Agreement on notice to you without any additional liability.
14.3 In no event shall Primer be liable to you, including under the indemnity at clause 14.1, to the extent that the infringement or alleged infringement is due to:
(a) a modification of the Services by anyone other than Primer;
(b) your use of the Services in a manner contrary to the Merchant Agreement, Primer's Documentation and/or the instructions given to you by Primer; or
(c) your use of the Services after notice of the alleged or actual infringement from Primer or any appropriate authority.
14.4 The foregoing and clause 16 state your sole and exclusive rights and remedies, and Primer's entire obligations and liability, for infringement of any patent, copyright, trade mark, or database right.
14.5 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: (a) the Merchant Materials; (b) any use of the Services by your users in breach of the terms of the Merchant Agreement; and (c) your use, or permission of the use or access of Unauthorised APIs when using the Services.
15. DISCLAIMER
15.1 Except as expressly and specifically provided in the Merchant 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 the Merchant Agreement; and
(b) the Services are provided on an 'as is' and 'as available' basis.
15.2 Primer does not warrant that:
(a) your use of the Services or Documentation will be uninterrupted or error-free;
(b) Companion, and any output derived or generated from Companion (including, without limitation, reports, recommendations or tips) is error-free or completely accurate, fit for purpose or suitable for your business needs;
(c) the Services will be free from viruses or vulnerabilities;
(d) the Services or Documentation or information obtained through the same will meet your requirements; or
(e) your use, or permission of the use or access of Unauthorised APIs in using the Services (including your dashboard) will be compatible or fit for purpose with the Services.
15.3 Notwithstanding any other provision in the Merchant Agreement, to the extent you utilise the Primer SDK as part of the Services in relation to a mobile application, you acknowledge and agree that you will be the developer of the mobile application and, as between you and Primer, you shall be responsible for submitting the application to the applicable third party platform (including, for example, the Apple App Store and Google Play). You further acknowledge and agree that Primer is not responsible or liable for any loss, liability, costs or expenses (including without limitation loss of data) you may suffer or incur to the extent you incorporate any third party code into, and/or use any third party code, products or services in conjunction with, the Primer SDK, including without limitation where any such third party code is malicious in its operation (such as malicious JavaScript, malware or skimmers).
15.4 Subject to clause 16.1, 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 Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
16. LIMITATION OF LIABILITY
16.1 Nothing in the Merchant Agreement limits or excludes:
(a) either party's liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be limited or excluded by applicable law, or
(b) the Merchant's payment obligations (including in respect of Fees).
16.2 Subject to clause 16.1, Primer shall not be liable under or in connection with the Merchant Agreement whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, or otherwise for 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 (other than Merchant Personal Data); or
(e) any special, indirect or consequential losses.
16.3 Subject to clauses 16.1 and 16.2, Primer's total aggregate liability whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, or otherwise, arising in a Contract Year under or in connection with the Merchant Agreement (including in respect of any indemnity given in the Merchant Agreement), shall be limited to the greater of: (a) an amount equal to 100% of the Fees paid by you in that Contract Year; and (b) £50,000.
17. TERM AND TERMINATION
17.1 The Merchant Agreement commences on the Effective Date stated in the Order Form and shall continue until terminated by you or Primer in accordance with these Primer Merchant Terms.
17.2 The Merchant Agreement shall continue for the duration of the Minimum Term. On expiry of the Minimum Term, the Merchant Agreement will automatically renew for successive one (1) year periods (each a "Renewal Period") unless either party gives at least thirty (30) days' written notice of termination prior to expiry of the Minimum Term or the then-current Renewal Period (as applicable).
17.3 Primer may terminate the Merchant Agreement or close your Account at any time following expiry of the Minimum Term for any or no reason by providing you with at least three (3) months' advance written notice.
17.4 Without affecting any other right or remedy available to it, either party may terminate the Merchant Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of the Merchant Agreement and (if such breach is remediable) fails to remedy such breach within a period of thirty (30) days after being notified in writing to do so.
17.5 Without prejudice to its other rights or remedies under the Merchant Agreement, Primer may also at its discretion immediately suspend the Services and/or your Account or terminate the Merchant Agreement on written notice to you in the event that:
(a) Primer determines at its reasonable discretion that you or your use of the Services present any fraud risk, credit risk, or any other material risk to Primer, Primer's other customers or the Services;
(b) you have used or are using the Services in a prohibited manner or otherwise do not materially comply with any of the terms of the Merchant Agreement;
(c) Primer is required to do so by any applicable law or regulatory authority;
(d) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(e) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(f) you use, or permit the use or access of Unauthorised APIs in using the Services (including your dashboard).
17.6 On termination or expiry of the Merchant Agreement for any reason, except where otherwise specified:
(a) all licences and rights granted under the Merchant Agreement shall immediately terminate and you shall immediately cease all use of the 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; and
(c) subject to its obligations under clause 6, Primer shall destroy or otherwise dispose of any data relating to your transactions undertaken using the Services in its possession.
17.7 Termination or expiry of the Merchant Agreement shall not affect 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 the Merchant Agreement which existed at or before the date of termination or expiry.
17.8 Where Primer has the right to terminate the Merchant Agreement, Primer may also choose at its discretion to terminate a particular Service or Services, including any Third Party Service.
18. CHANGES TO THE SERVICES AND THE MERCHANT AGREEMENT
18.1 You acknowledge and agree that the Services are continually evolving and Primer may add, remove and/or alter any features or functionality of the Services at any time with or without notice, provided that Primer will provide advance notice where any such addition, removal and/or alteration will result in a material degradation or depreciation in the Services.
18.2 Primer may amend or add to the terms of the Primer Merchant Terms at any time. Primer shall give written notice of any such changes or additions by email and/or via the Services when you next log in, and the updated version of the Primer Merchant Terms will apply from the date of such notice. If you object to the updated version of the Primer Merchant Terms, you must notify Primer in writing within fourteen (14) days of the date of such notice, in which case the previous version of the Primer Merchant Terms which applies to you will continue to apply and Primer shall have the option, on written notice, to terminate your Merchant Agreement at the end of your Minimum Term or then-current Renewal Period (as applicable). The provisions of this clause shall not apply to additional terms notified to you in respect of Third Party Services pursuant to clause 9, which will apply immediately on notification.
19. NOTICES
19.1 Any notice required to be given under the Merchant Agreement shall be in writing and delivered:
(a) by hand, pre-paid first class post or recorded delivery to the other party's address set out on the Order Form, or such other address as may have been notified by that party for such purposes;
(b) by email to the email address you specified in the Order Form or in respect of Primer, to the following email address: legal@primer.io and customer-success@primer.io; or
(c) in the case of a notice provided by Primer only, by notification within the Services.
19.2 Subject to clause 19.2, any notice given in accordance with clause 19.1 will be deemed received and properly served:
(a) at the recorded time of service if delivered by hand or by recorded delivery;
(b) three (3) days after the date of posting of a letter by first-class post;
(c) at the time an email is sent (if sent during 9am to 5pm on a business day in the place of receipt, or, if sent outside those times, at 9am the next business day); and
(d) immediately on receipt if a notification is issued within the Services themselves.
20. GENERAL
20.1 Third Party Rights. A person who is not a party to the Merchant Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Merchant Agreement. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Merchant Agreement are not subject to the consent of any other person.
20.2 Variation. Save as described in clauses 5.2, 9 and 18, no variation of the Merchant Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
20.3 Survival. Any provision of the Merchant Agreement which expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Merchant Agreement shall remain in full force and effect, including clauses 2, 5, 6, 12, 13, 17.6, 17.7, 19 and 20.
20.4 Publicity. You acknowledge and agrees that Primer shall be entitled to make any public or press announcements, publicise its provision of the Services to you, and/or refer to you as a user of the Services on Primer's website and/or in Primer's promotional materials, except that any use by Primer of your brand or logo shall be subject to your prior written consent.
20.5 Force Majeure. Neither party shall be liable under or in connection with the Merchant Agreement if it is prevented from or delayed in performing its obligations (other than obligations to pay the Fees), or from carrying on its business, by a Force Majeure Event.
20.6 No waiver. No failure or delay by a party to exercise any right or remedy provided under the Merchant 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.
20.7 Severance. If any provision or part-provision of the Merchant 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 the Merchant Agreement.
20.8 Entire Agreement. The Merchant 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. You acknowledge that in entering into the Merchant Agreement you do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) which is not set out in the Merchant Agreement.
20.9 Assignment. You shall not, without Primer's prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Merchant Agreement. Primer may assign, transfer, charge, sub-contract or deal in any other manner with any or all of its rights under the Merchant Agreement.
20.10 No partnership. Nothing in the Merchant 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). The Merchant Agreement does not confer any rights on any person or party (other than the parties to the Merchant Agreement and, where applicable, their successors and permitted assigns).
20.11 Governing law. The Merchant 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.
20.12 Jurisdiction. 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 the Merchant Agreement or its subject matter or formation (including non-contractual disputes or claims).
Primer Merchant Terms (v3.45 – May 22 2026)
SCHEDULE 1 – DATA PROTECTION ADDENDUM
1.1 In this Schedule 1, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the Applicable Data Protection Legislation.
1.2 The parties have determined that, as part of its provision of the Services, Primer shall process certain personal data on your behalf acting as a processor (the "Merchant Personal Data"). Each party shall comply with the Applicable Data Protection Legislation in respect of the Merchant Personal Data and nothing in this paragraph shall replace, relieve or remove a party's obligations under the Applicable Data Protection Legislation.
1.3 Primer shall:
(a) process such Merchant Personal Data only on your documented instructions, as set out in Annex A to this Schedule 1 unless required to do otherwise by applicable law, in which case Primer shall, unless legally prohibited from doing so, inform you of such legal requirement; you agree that these terms and your use of the Services in accordance with the available functionality shall constitute your documented instructions;
(b) ensure that persons authorised by it to process such Merchant Personal Data are subject to appropriate obligations of confidentiality;
(c) implement appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of such Merchant Personal Data and against accidental loss or destruction of, or damage to, such Merchant Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(d) notify you without undue delay on becoming aware of a personal data breach affecting such Merchant Personal Data;
(e) provide reasonable assistance to you, at your expense, with the fulfilment of your obligation to respond to requests for exercising individuals' rights under Applicable Data Protection Legislation, together with your obligations regarding data security, notification of personal data breaches to the supervisory authority, communication of personal data breaches to the affected individuals, data protection impact assessments, and prior consultation with the supervisory authority;
(f) at your choice, delete or return the Merchant Personal Data after the end of the provision of the Services, and delete existing copies, unless applicable law requires Primer to retain the Merchant Personal Data;
(g) maintain records to demonstrate compliance with this Schedule 1;
(h) allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you provided that: (i) Primer shall be compensated for its reasonable and demonstrable costs and expenses in relation to such audit; (ii) reasonable advance notice shall be given in respect of any such audit; (iii) any such audit shall only be conducted during Primer's normal business hours; (iv) any such audit shall be conducted to cause minimal disruption to Primer's business operations; (v) no access shall be given to Primer's Confidential Information or any information relating to other merchants and/or financial data; and (vi) any third party auditor shall enter into confidentiality obligations directly with Primer which are reasonably acceptable to Primer; and
(i) not transfer any such Merchant Personal Data outside of the European Economic Area or the United Kingdom without ensuring appropriate safeguards in respect of such transfer in accordance with Applicable Data Protection Legislation.
1.4 You provide your general authorisation for Primer to engage other processors to carry out processing activities on your behalf in relation to the Services ("Sub-Processors"). The list of Sub-Processors currently engaged by Primer is set out on the Trust Centre. Primer will make available to you information regarding any intended changes concerning the addition or replacement of the Sub-Processors. If, within seven (7) days of receipt of such information, you notify Primer in writing of any objections on reasonable grounds to the proposed addition or replacement:
(a) Primer shall take reasonable steps to address your objections, and shall provide you with a reasonable written explanation of the steps taken; and
(b) if having received from Primer a reasonable explanation to address your objections, you nevertheless object to the addition or replacement, Primer shall not proceed with the addition or replacement with respect to the processing of the Merchant Personal Data, and may, at your cost, propose the engagement of a different processor in accordance with this paragraph. You acknowledge and agree that where you object to the appointment of a Sub-Processor pursuant to this paragraph, Primer may be prevented from providing some or all of the Services to you, and Primer shall have no liability to you in respect of its inability to provide all, or part of, such Services.
1.5 Where Primer engages a Sub-Processor for carrying out specific processing activities on your behalf, materially equivalent data protection obligations as set out herein shall be imposed on the Sub-Processor. Primer shall remain fully liable to you, subject to the limitations and exclusions of liability set out in the Merchant Agreement, for the acts and omissions of the Sub-Processor as if they were acts and omissions of Primer.
1.6 You must ensure that you have an appropriate lawful basis and all necessary notices in place to enable the lawful transfer of the Merchant Personal Data to Primer for the duration and purposes of the Merchant Agreement.
ANNEX A – PARTICULARS OF DATA PROCESSING
Scope of processing: Merchant Personal Data is processed to enable Primer to provide the Services pursuant to the Merchant Agreement.
Nature of processing: Processing includes collecting, storing, retrieving and making available the Merchant Personal Data.
Duration of processing: For the duration of the provision of the Services under the Merchant Agreement.
Categories of Shared Personal Data: Names, surnames, addresses, email addresses, phone numbers, payment card numbers, metadata.
Categories of data subject: Your end customers who use the Services to make payments.