Special Terms: Primis Software

These Special Terms form a supplementary set of conditions to those identified within the: General Primis Terms of Use

In the event of a conflict relating to the Software Services between these Special Terms and the General Terms of Use, these Special Terms shall prevail.

1. Applicability

These Special Terms apply to the Company’s use of Primis’s proprietary software solutions, including Primis Track, Primis Returns, and the Retailer Portal (each of which, or any combination thereof, is referred to as the “Software Services”).

2. Definitions

Capitalised terms used in these Special Terms and not otherwise defined shall have the meaning given to them in the General Terms of Use:

Authorised Carriers means the carriers whose data is accessed via Primis Track.

eCommerce Platform means means the third-party software application or proprietary system utilised by the Company to operate its online storefront and manage order lifecycles (such as Shopify), which serves as the primary source of data and the interface for the exchange of information with the Software Service

Primis Returns means any and all services provided by Primis in connection with product returns (such as providing a returns centre, updating return policies and instructions, tracking the returns and email the tracking status to the User’s customers) including but not limited to the relevant portions of the Site, Software, API and Documentation.

Primis Ship means any and all services provided by Primis in connection with shipping APIs (such as generation of shipping labels, customs documents, creation of shipments, creation of manifest files and cancelling labels) including but not limited to the relevant portions of the Site, Software, API and Documentation.

Primis Track means Primis’ proprietary system through which the Company is authorised to provide Consumers with a post-purchase experience, including changes, corrections, bug fixes, enhancements, Updates and other modifications thereto, whether made by or on the behalf of Primis, the Company, or any third party.

Retailer Portal means the site or interface used by the Company to set up, configure, and manage the Software Services.

Tracking Data means all data and timestamps regarding the status of an eCommerce order, comprising: (i) carrier tracking numbers and URLs; (ii) logistics updates provided by the carriers; and (iii) fulfilment events generated prior to carrier handover (e.g., order confirmed, packed, and ready for dispatch).

3. General Software Provisions

3.1. General Usage: In order to Use the Software Services, each User will be required to register with Primis their own separate account, linked to the Company account. Each User agrees to keep their password confidential and will be responsible for all use of their account and password. Primis reserves the right to remove, reclaim, or change a username a user selects if Primis determines, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

3.2. User Representations: By using the Software Services, each User represents and warrants that:

3.2.1. all registration information you submit will be true, accurate, current, and complete

3.2.2. you will maintain the accuracy of such information and promptly update such registration information as necessary

3.2.3. you have the legal capacity to agree to all Terms of Use connected to the Company received the benefit of the Software Services and you agree to comply with these Terms of Use

3.2.4. you are not a minor in the jurisdiction in which you reside

3.2.5. you will not access the Software Services through automated or non-human means, whether through a bot, script or otherwise

3.2.6. you will not use the Software Services for any illegal or unauthorised purpose; and

3.2.7. your use of the Software Services will not violate any applicable law or regulation.

3.3. Where a User provides any information that is untrue, inaccurate, not current, or incomplete, Primis reserves the right to suspend or terminate your account and refuse any and all current or future use of the Software Services (or any portion thereof).

3.4. Service Performance: Primis shall use reasonable efforts consistent with industry standards to maintain the Software Services in a manner which minimises errors and interruptions in the Software Services.

3.5. Service exclusions: Company will be responsible for obtaining and maintaining at Company’s expense all the necessary computer hardware, software (including but not limited to the eCommerce Platform), connections to the internet and all other items required for Company to access the Software Services and provide the necessary Company Data to Primis.

3.6. Software Service Dependencies The proper functioning of the Software Services is dependent upon the Company maintaining the following dependencies:

3.6.1. eCommerce Platform: A supported eCommerce Platform that is fully operational, correctly configured to communicate with Primis, and maintained in accordance with the Platform provider’s latest standards;

3.6.2. Specific Configurations: Implementation of any specific technical configurations or settings as reasonably requested by Primis in writing from time to time; and

3.6.3. Third-Party Integrations: The continued availability and compatibility of any third-party applications, APIs, or data feeds (including those from payment gateways or logistics providers) required for the provision of the Service.

Primis shall not be liable for any Service interruption or failure caused by the Company’s failure to maintain these dependencies.

4. Software Specific Provisions

4.1. Retailer Portal

4.1.1. The Company shall use the Retailer Portal to set up the Software Services including any updates required. The Company is responsible for maintaining the security of its access to the Retailer Portal.

4.2. Primis Track

The following terms expressly apply to the Company’s use of and access to Primis Track:

4.2.1. Data Provision and Responsibility: The functionality of Primis Track is dependent upon the availability of valid Tracking Data. Responsibility for the provision of such data is determined as follows:

4.2.1.1. Where the Company utilises a fulfilment provider other than a 3PL instructed under the Agreement, it is the Company’s absolute responsibility to ensure that said provider pushes all requisite tracking information and associated events into the eCommerce Platform. Primis shall not be responsible for any Service failures caused by missing, incompatible, or corrupt data arising from the Company as covered by this clause 4.2.1.1.

4.2.1.2. Where you have engaged Primis to provide Fulfilment Services under the Agreement, Primis shall be responsible for ensuring that the relevant tracking data is acquired and utilised to push updates through to Primis Track.

4.2.2. Unless otherwise expressly covered in an Agreement, the Primis Track service is strictly limited to communications via email and website notifications only. The use of SMS, WhatsApp, mobile text platforms, or other instant messaging services is explicitly excluded from the scope of this Service and supported deliverables.

4.2.3. Notwithstanding Primis’s obligations under clause 4.2.1.2 above, Primis makes no warranty regarding the accuracy, integrity, or timeliness of the underlying Tracking Data. Primis accepts no liability for errors in the data received from carriers or for any delay in communicating this information to the Company or its customers.

4.2.4. The design, branding, layout, and content of all tracking emails and tracking pages provided under the Primis Track product remain the sole and exclusive responsibility of the Company. The Company acknowledges and agrees that all such design activities are strictly limited to the functional parameters, templates, and customisation tools currently available within the Primis Track system. Primis bears no obligation to modify the Service, develop custom code, or alter core system functionality to accommodate design requirements that exceed the standard technical capabilities of Primis Track.

4.3. Primis Returns:

4.3.1. The following terms expressly apply to the Company’s use of and access to Primis Returns:

4.3.2. Responsibility: User shall be solely responsible for any and all returns organised through Primis Returns product.

4.3.3. No Representation: Primis is not responsible or liable for, and makes no representations in connection with any and all Company consumers, including, without limitation, the accuracy, completeness or authenticity of the information contained or the manner in which the Company’s consumers handle data, including Company Data, or any interaction between Company and Company’s consumers in relation to the use of the Primis Returns product.

4.3.4. Return Costs: Provision of the Primis Returns product does not include any costs associated with delivering the returned products from the Company’s consumer back to the Company, the cost of which will either be covered by the Company or the consumer as determined during the set up of the Primis Returns product.

4.3.5. Responsibility and Usage User shall be solely responsible for any and all returns organised, processed, or managed through the Primis Returns product. User acknowledges that Primis acts solely as a technology provider to facilitate the generation of return labels and the tracking of return parcels. Unless otherwise covered by the provision of Fulfilment Services, Primis does not take possession of items, nor does it assume the role of the merchant of record or carrier.

4.3.6. No Representation regarding End-Users Primis is not responsible or liable for, and makes no representations in connection with, any act or omission of User’s consumers (“End-Users”). This includes, without limitation: (a) the accuracy, completeness, or authenticity of information provided by End-Users; (b) the manner in which End-Users handle data or products; and (c) any interaction or dispute between User and End-Users regarding the validity of a return request.

4.3.7. Returns Pricing Configuration (Paid Returns) The Primis Returns product allows User to configure the return policy to offer either (i) “free” returns to End-Users, or (ii) “Paid Returns,” where the End-User is charged a specific fee (the “Return Fee”) to generate a return shipping label. (a) Configuration: User bears sole discretion for setting the amount of the Return Fee charged to the End-User. (b) Collection: User is responsible for the collection of the Return Fee from the End-User, whether collected upfront via payment gateway or deducted from the End-User’s refund amount. Primis shall not be liable for the failure of User to successfully collect or deduct such Return Fees.

4.3.8. Return Costs: The Primis Returns product allows the Company to configure the return policy to offer returns either on complimentary basis or a “Paid Return” basis. The following terms apply to such configuration:

4.3.8.1. Complimentary Returns: Where the Company configures returns as “complimentary, the Company accepts full liability for all shipping, freight, and logistics costs associated with the return labels (“Carrier Costs”). The Company acknowledges that such Carrier Costs are a direct expense to the Company and will not be recouped from the End-User via the Primis Returns product.

4.3.8.2. Paid Returns: Where the Company configures returns as Paid Returns, Company is responsible for setting the specific fee amount to be charged to the End-User. Company may elect to collect this fee via one of the following methods, as supported by the Primis Returns product:

4.3.8.2.1. Refund Deduction: The Company may offset the Carrier Costs by deducting the applicable fee from the End-User’s refund amount at the time the return is processed; or

4.3.8.2.2. Direct Payment: Company may require the End-User to pay the fee upfront via a payment gateway integrated within the Primis Returns product prior to the generation of the return label. Irrespective of the fee selected by the Company under 4.3.8.2. above, the Company acknowledges that shall remain responsible to Primis for all costs associated with taking any direct payment for returns including but not limited to the Carrier Costs, any associated transaction fees, chargebacks, or payment disputes arising from the End-User’s payment.

4.3.8.3. No Recourse: User’s obligation to pay Carrier Costs to Primis (or the applicable Carrier) is absolute and is not contingent upon User’s successful recovery of fees from the End-User.

4.3.9. Liability for Carrier and Shipping Costs: Regardless of whether the Company elects to offer complimentary returns or Paid Returns to its End-Users: (a) Company Liability: The Company acknowledges that it acts as the primary obligor for all shipping, freight, fuel surcharges, and logistics costs associated with labels generated through the Primis Returns product (“Carrier Costs”). (b) Billing: Carrier Costs are chargeable to the Company. Depending on the specific carrier integration selected: (i) the Company shall be billed directly by the authorised carrier under the Company’s own carrier account; or (ii) where Primis provides the carrier rates, the Company shall be billed by Primis for all labels generated, and such fees shall be payable in accordance with the payment terms set forth in these Terms of Use. (c) No Offset: The Company’s obligation to pay Carrier Costs is absolute and is not contingent upon the Company’s ability to collect the Return Fee from the End-User.

4.3.10. Compliance with Return Laws: The Company represents and warrants that its election to charge End-Users for returns (Paid Returns) complies with all applicable consumer protection laws and regulations in the jurisdictions where the Company operates, including the obligation to clearly disclose return costs in the Company’s public-facing Return Policy.

4.3.11. Mandatory Use with Fulfilment Services: Where any orders are delivered using Fulfilment Services provided via Primis, the Company acknowledges and agrees that Primis Returns must be used for the processing of all returns of such orders to the original shipping location used to fulfil the orders.