Terms of Use
You agree that by accessing this Site and the Services provide via registering for an Account that you have read, understood, and agree to be bound by all of the Terms of Use.
Further special conditions relating to Other Services can be found here:
Fulfilment Terms of Service (GCC)
Fulfilment Terms of Service (Americas)
Logistics Services (Vietnam to GCC)
1. AGREEMENT TO TERMS
By registering for an Account you agree to be bound by the following Terms and Conditions, including any Order Form, the Primis Data Proessing Agreement and all other terms or policies that may be published from time to time on the Site (“Terms of Use”, “Terms”). These Terms of Use constitute a legally binding agreement made between you on behalf of an entity (“you”) and Primis Communications Limited, doing business as Primis (“Primis””, “we”, “us”, or “our’), concerning your access to and use of the Site and the Services. Where an individual enters into these Terms on behalf of a company, organisation or another legal entity (“Company”), said individual agrees to these Terms of Use for that Company and represents to Primis that they have the authority to legally bind such Company and its Affiliates. Use of the Services are intended only by legal entities so use of the Services is restricted to those Users using the Services on behalf of a company, organisation or other legal entity.
By signing up for an Account:
- you understand and agree that the Account, these Terms of Use and your obligation to pay the Fees due by the Company to Primis shall remain in effect for the Term set forth in the Order Form and/or the Subscription Plan. You further agree that unless you provide notice to Primis of your intention not to renew at least 60 days prior to expiration of the initial Term, your use of the Services shall automatically renew for additional periods equal to the initial Term.
- you warrant that you have the full power and authority to enter into the Order Form and/or Subscription Plan.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted. For the purposes of precedence, the order of precedence for these Terms shall be 1) Order Form, 2) these Terms of Use, 3) Primis Data Processing Agreement and 4) all other terms or policies that may be published from time to time on the Site.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Primis to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.
2. DEFINITIONS
Capitalised terms used in these Terms and not otherwise defined have the following meanings:
Account means any and all accounts created by or on behalf of a Company in order to use the Site and the Services.
Affiliates means a company that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company and includes any company which is (a) the holding company of the Company; or (b) a subsidiary of the holding company of the Company; or (c) a subsidiary of the Company; or (d) a fellow subsidiary of the Company; or (e) the controlling shareholder of the Company; or (f) a company controlled by the controlling shareholder of the Company; or (g) a company controlled by the Company; or (h) an associated company of the holding company of the Company; or (i) an associated company of the Company.
Anonymised Data means Company Data which has been sanitised in order to provide privacy protection to data subjects by personally identifiable information from data sets, so that the people whom the data describe remain anonymous. In this instance, Anonymised Data shall mean the data which Primis collects through the use of the Services by the Company, its Affiliates and its Users and consumers.
API means the application programming interfaces developed and enabled by Primis that permits Users to access certain functionality of the Service.
Applicable Personal Data Laws means all laws relating to Personal Data processing.
Authorised Carriers means the carriers listed in the Subscription Plan or the Order Form, whichever applies.
Authorised User means an employee or contractor of the Company who has been authorised by the Company to access and use the Services in accordance with these Terms of Use.
Company Content means Company Data, text, files, images, graphics, illustrations, information, audio, video, photographs and other content and material provided through the use of the Services by the Company or its Users.
Company Data means all data provided by the Company in connection with the Services, including, but not limited to, Personal Data collected in relation to the Company’s consumers.
Company Marks means any trademarks, trade names, service marks and logos that may be delivered by the Company to Primis of used by Company expressly for inclusion in the Services.
Confidential Information means all information previously disclosed by the Disclosing Party to the Recipient, and future information disclosed, in connection with the Implementation Services and Services or the Agreement, that is marked or identified as confidential at the time of disclosure, or that a reasonable person would reasonably believe is confidential given the circumstances surrounding disclosure, and including the following: information in any form, including oral or written disclosure, relating to Discloser’s business, business plans, marketing and strategies, financial data, facilities, products, services, operations, techniques, technologies, software, solutions, processes, prices, demonstrations, samples, and drawings, actual or prospective customers, know how, Intellectual Property Rights, research and development projects, processes, models, specifications, methods, trade secrets, procedures, manuals, and including the Agreement and all activities conducted hereunder.
Configuration Data means the data required by Primis from the Company in order to integrate the Services to the existing Company eCommerce infrastructure.
Documentation means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service provided or made available by Primis to You through the Site or otherwise.
Fees means all fees payable by the Company to Primis.
Force Majeure means events beyond the reasonable control of a Party, such as fire, flood, earthquake, other elements of nature or acts of God, acts of war, terrorism, riots, labour strikes, civil unrest, rebellions or revolutions, that the affected Party could not have prevented through industry standard safeguards.
Implementation Services means the Implementation Services relating to the implementation, integration, configuration or customisation of the Services including consulting services, training, and other services provided by or on behalf of Primis as identified in the Order Form.
Malicious Code means any program routine, device or other feature or hidden file, including any time bomb, virus, software lock, Trojan horse, drop-dead device, worm, malicious logic or trap door that may delete, disable, deactivate, interfere with or otherwise harm hardware, software, data or other programs.
Monthly Service Fee means the Fee payable each month for use of the Services. This excludes the Per Order Fee, the Per Label Fee, the Per Returns Fee and/or the Shipping Carriers Fee which is payable in addition to this.
Order Form means, if applicable, the order form concluded and signed by the Company and Primis.
Per Label Fee which is linked to the Monthly Service Fee and is payable each month and means the Fee payable by the Company in relation to each label raised through use of Primis Ship.
Per Order Fee which is linked to the Monthly Service Fee and is payable each month and means the Fee payable by the Company in relation to each order presented through use of Primis Track.
Per Returns Fee which is linked to the Monthly Service Fee and is payable each month and means the Fee payable by the Company in relation to each return processed through use of Primis Returns.
Personal Data has the meaning given to it in the Primis Data Processing Agreement.
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.
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.
Region means the regional area expressly stated in the Order Form or as expressly stated in your Subscription Plan.
Software means any and all software(s) provided by Primis to the Company.
Retailer Portal means the site used by the Company to set up the Services.
Services means those functional services provided for use to the User as a result of setting up an Account such as Primis Ship, Primis Track and any other service as described under an Order Form (where applicable).
Shipping Carriers means the third-party shipping service provider which is available to use by the Company under Primis Ship.
Shipping Carriers Fee means the Fee payable to the Shipping Carriers by the Company through the use of Primis Ship.
Site means any and all websites operated or owned by Primis including but not limited to www.primis.cx.
Stripe means the method of payment of the Monthly Service Fee, Per Order Fee, Per Label Fee, Shipping Carrier Fees and any other Fees identified on an Order Form.
Subscription Plan means the commercial plan procured by the Company for the use of the Services including any restrictions in use and obligations identified within said plan, either documented in your Account or within a separate Order Form.
Subscription Term means the term (in either months or years) either identified in the Subscription Plan or on the Order Form.
Updates means any corrections, updates, enhancements or modifications to the Services that are made generally available and are not separately priced or provided as new products by Primis.
Usage Fee means a fee due related to usage of the Services per month, such as a Per Order Fee or a Per Label Fee as identified in your Subscription Plan.
User means any Company, its Affiliates and any Authorised User using the Site and/or the Services.
3. USER REGISTRATION
3.1. In order to Use the Services, each User will be required to register with the Site 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.
4. USER REPRESENTATIONS
4.1. By using the Site and Services, each User represents and warrants that:
4.1.1. all registration information you submit will be true, accurate, current, and complete
4.1.2. you will maintain the accuracy of such information and promptly update such registration information as necessary
4.1.3. you have the legal capacity to sign up for an Account connected to the Company and you agree to comply with these Terms of Use
4.1.4. you are not a minor in the jurisdiction in which you reside
4.1.5. you will not access the Services or Site through automated or non-human means, whether through a bot, script or otherwise
4.1.6. you will not use the Services or Site for any illegal or unauthorised purpose; and
4.1.7. your use of the Services or Site will not violate any applicable law or regulation.
4.2. 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 Services and Site (or any portion thereof).
5. SERVICE PROVISION
5.1. Services: Primis will provide the Site and Services to the Company as defined in the Terms of Use. Primis will host, operate, maintain and make available to the Company the Services on servers operated and maintained by or at the direction of Primis. Primis and its Affiliates may perform certain aspects of the Services from locations and/or through use of authorised data centre partners worldwide.
5.2. Service Performance: Primis shall use reasonable efforts consistent with industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services.
5.3. Service exclusions: Company will be responsible for obtaining and maintaining at Company’s expense all the necessary computer hardware, software, connections to the internet and all other items required for Company to access the Services and provide the necessary Company Data to Primis.
5.4. SERVICES DISCLAIMER: THE SERVICES ARE PROVIDED “AS IS” AND PRIMIS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PRIMIS DOES NOT WARRANT THAT; (A) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT PRIMIS WILL CORRECT ALL ERRORS; (B) THE SERVICES WILL OPERATE IN COMBINATION WITH THE COMPANY CONTENT, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY PRIMIS, OR ;(C) THE SERVICES WILL MEET THE COMPANY’S REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE COMPANY ACKNOWLEDGES THAT PRIMIS DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PRIMIS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. PRIMIS IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM THE COMPANY CONTENT OR THIRD PARTY CONTENT AND THE COMPANY HEREBY WAIVES ANY AND ALL CLAIMS AGAINST PRIMIS ARISING FROM OR RELATING TO INFORMATION, CONTENT, DATA SYSTEMS OR SERVICES PROVIDED BY THIRD PARTIES.
5.5. Platform Updates / modifications: Primis reserves the right, at its sole discretion, to alter or Update the Platform and/or the Services at any time with or without notice including, without limitation, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics that do not affect the Platform and the Services as they are currently being provided to the Company.
5.6. Warranty Remedy: For any breach of warranty, the Company’s exclusive remedy and Primis’ entire liability shall be the correction of the deficiency that caused the breach of warranty, or, if Primis cannot substantially correct the deficiency in a commercially reasonable manner, the Company may (provided that this is possible without the occurrence of consequential deficiencies or deficiencies to other parts of the Services) terminate the use of the deficient part of the Services and Primis will refund the Company the Fees for the terminated part of the Services that the Company has pre-paid to Primis for the period following the effective date of termination.
6. Company Obligations:
6.1. The Company shall:
6.1.1. Use the Retailer Portal to set up the Services for use by their Company including any updates required to the Services
6.1.2. Where required, co-operate with Primis in all matters, including Primis’ instructions as provided to the Company from time to time, relating to any Implementation Services and Services
6.1.3. provide, in a timely manner, such information and data as Primis may reasonably require, and ensure that it is accurate and complete in all material respects
6.1.4. at Primis’ request, provide Primis with such information as is necessary for the performance of the Implementation Services and Services, and otherwise cooperate with Primis in the performance of the Implementation Services and Services. The Company shall be liable for the accuracy of data and other information provided by or on behalf of Company
6.1.5. be responsible for and shall ensure that it possesses such equipment, hardware and software as required in order to benefit from the Services
6.1.6. be responsible for all work required from the Company under the Terms of Use in order to realise the benefits of the Services and shall be responsible for their own expenses
6.1.7. not change their eCommerce infrastructure that the Services are reliant upon during the Term unless otherwise agreed between the parties. Where the Company does change any part of their eCommerce infrastructure which results in the benefit of the Services no longer being able to be received by the Company, this shall not affect any of the other provisions of the Agreement, including, but not limited to, their obligations to pay the Fees owed to Primis
6.1.8. ensure that shipping details, including tracking numbers, are fed into their eCommerce infrastructure as required to ensure that the tracking details can be presented to the Company’s customers via the Service; and
6.1.9. Where any Implementation Services are required, Company will provide to Primis all Configuration Data as required by Primis to integrate and configure the Services as communicated by Primis to the Company.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. Title, right and interest in the Services, Site and all other ancillary offerings provided by Primis to the Company, including any patches, Updates, corrections, customisation, or other modifications shall be the exclusive property of Primis and all rights shall vest in and be assigned to Primis including any modifications, derivations, enhancements, compilations or changes to or from any of the foregoing by or on behalf of Company in relation to Company’s use of the Services. Nothing in the Terms will confer on Company any right of ownership or interest in the Services, Site or any other ancillary offerings, or any Intellectual Property Rights therein.
7.2. Primis hereby grants the Company a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Service in the Region only. The rights granted herein are subject to the Company’s continued compliance with these Terms of Use.
7.3. Primis shall have a worldwide, royalty-free, perpetual, irrevocable, sub-licensable and transferable license to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback provided by the Company.
7.4. The Company grants to Primis a royalty free, non-exclusive, non-transferable, non-sublicensable, limited term license to use Company Marks solely for the purpose of modifying the Services to incorporate the Company’s branding and only as specifically authorised by, and subject to any restrictions stated in, these Terms of Use. The license in this sub-clause 7.4 is limited to the Term. The provisions of this sub-clause 7.4 do not convey any title or ownership interest in Company’s Marks to Primis.
8. USAGE AND ACCESS RIGHTS
8.1. Right to Use:
8.1.1. The Company shall ensure that its Affiliates and all Users using the Site and Services under its Account comply with all of Company’s obligations under the Terms of Use, and the Company shall be responsible for their acts and omissions relating to the Terms of Use as though they were those of the Company.
8.1.2. Access to and use of the Service may be restricted to a specified number of events as permitted under the applicable Subscription Plan.
8.2. Restrictions: Company shall not, and shall not permit its Users or others under its control to, do the following with respect to the Site and the Services:
8.2.1 use the Services, or allow access to it, in a manner that circumvents contractual usage restrictions or that exceeds Company’s authorised use or usage metrics set forth in your Account, including any applicable Order Form
8.2.2. license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Site, Services or Documentation available for access by third parties except as otherwise expressly provided in the Terms of Use
8.2.3. access or use the Services, Site or Documentation for the purpose of: (i) developing or operating products or services intended to be offered to third parties in competition with the Services, or (ii) allowing access to its Account by a direct competitor of Primis
8.2.4. reverse engineer, decompile, disassemble, or copy any of the Services or technologies, or otherwise attempt to derive source code or other trade secrets or create any derivative works from or about any of the Services or technologies, or use the machine-learning algorithm output generated from the Services to train, calibrate, or validate, in whole or in part, any other systems, programs or platforms, or for benchmarking, software-development, or other competitive purposes
8.2.5. use the Services or Documentation in a way that: (i) violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity; or (ii) effects or facilitates the storage or transmission of libelous, tortious, or otherwise unlawful material including, but not limited to, material that is harassing, threatening, or obscene
8.2.6. fail to use commercially reasonable efforts to avoid interference with or disruption to the integrity, operation, performance, or use or enjoyment by others of the Services
8.2.7. use the Services to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs, or circumvent or disclose the user authentication or security of the Services or any host, network, or account related thereto or use any aspect of the Services components other than those specifically identified in the Terms of Use, even if technically possible
8.2.8. use, or allow the use of, the Services in violation of any applicable export controls
8.2.9. undertake any security testing of the Services without the express approval of Primis
8.2.10. not interfere with or disrupt the Site or Services or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Services as permitted under the Terms of Use).
8.3. Suspension of Access: Primis may suspend any use of the Services or Sites or remove or disable any Account or content that Primis reasonably and in good faith believes violates the Terms of Use. Primis will use commercially reasonable efforts to notify Company prior to any such suspension or disablement, unless Primis reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process (such as court or government administrative agency processes, orders, mandates, and the like); or (b) it is necessary to delay notice in order to prevent imminent harm to the Services or a third party.
8.4. User Management:
8.4.1. The Company is responsible for identifying and authenticating all Authorised Users, for approving access by such Authorised Users to the Services, and for maintaining the confidentiality of usernames, passwords and account information and controlling against unauthorised access by misuse of Authorised Users accounts.
8.4.2. The Company accepts responsibility for the confidentiality and timely and proper termination of Authorised Users Accounts. Primis is not responsible for any harm caused by the Authorised Users, including individuals who were not authorised to have access to the Services but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis by the Company. The Company is responsible for all activities that occur under the Company’s and the Authorised Users usernames, passwords or accounts or as a result of the Company’s or the Authorised Users access to the Services and agrees to notify Primis immediately of any unauthorised use.
8.4.3. The Company shall ensure that all Authorised Users are aware of and comply with these Terms of Use, including, without limitation, the Company’s obligations and the restrictions set forth in sub-clause 8.2. Primis may suspend or terminate any Authorised Users’ access to the Services upon reasonable notice to the Company in the event that Primis reasonably determines that such Authorised Users violated these Terms of Use. The Company will at all times be responsible for all actions taken by its Authorised Users.
9. FEES AND PAYMENT
9.1. In consideration for provision of the Services by Primis:
9.1.1. For Fees due monthly, and in accordance with your Subscription Plan:
9.1.1.1. the Company shall pay the Monthly Service Fee in advance each month via Stripe
9.1.1.2. the Company shall pay any applicable Usage Fee in arrears each month via Stripe
9.1.1.3. payment shall be due on the first day of each month that the Services are being used and payment shall be taken in accordance with the Subscription Plan from the details provided to Stripe by the Company.
9.1.2. For Fees due annually, and in accordance with your Subscription Plan:
9.1.2.1. Primis shall submit invoices for the Fees to the Company at the intervals specified in the Order Form; and
9.1.2.2. Each invoice shall include such reasonable supporting information reasonably required by the Company as notified to Primis in writing 5 days prior to the issuance of the first invoice; and
9.1.2.3. The Company shall pay each invoice due and submitted to it by Primis, within 30 days of receipt, to a bank account nominated in writing by Primis.
9.2. If the Company fails to make any payment properly due to Primis in accordance with the provisions of clause 9.1, then, without limiting Primis’ remedies under Clause 10, Primis reserves the right to charge interest on the outstanding sum of two per cent (2%) per annum over the Bank of England base rate (provided that if the Bank of England base rate is below 0%, the interest shall be paid at 2% per annum) until payment is made as required.
9.3. All fees and other costs payable by the Company under these Terms shall be exclusive of any taxes, such as VAT, sales tax, withholding tax and other applicable taxes or duties. The Company is responsible for the payment of taxes in connection with the Services that are imposed by law on the Company as the buyer of the Services, which may include but are not limited to, sales, use, excise, value-added, business, service, goods and services, consumption, and other similar taxes or duties. Primis will be responsible for the payment of taxes in connection with the Services that are imposed by law on Primis as the provider of the Services. Each Party will be responsible for its own income taxes, gross receipts taxes, employment taxes, and property taxes. To the extent Primis is required to collect taxes for which the Company is responsible, Primis will identify such taxes as separate line items on affected invoices.
9.4. No refund: Payments are non-refundable and Primis does not provide refunds or credits for any partial Subscription Plan periods or unused Services.
9.5. Changes to the Fee and Subscription Plan: Primis may change Subscription Plans including namely but not exclusively price, features and options from time to time, always in accordance with these Terms. Any price changes or changes to Your Subscription Plan will be communicated to you 30 days prior to them becoming effective, during which time you have the right to cancel your Subscription Plan on a no-fault basis.
10. TERMINATION & EFFECTS
10.1. Either party may by written notice (of such period as shall be set out in that written notice) served on the other party terminate the Subscription Plan in whole or in part (at the date set out in that notice) if:
10.1.1. the other party has committed a material breach of the Terms which is irremediable
10.1.2. the other party has committed a material breach of the Terms which is capable of remedy and has failed to remedy the breach within 30 (thirty) days of receiving written notice requiring it to do so (or such longer period as agreed between the Parties acting reasonably)
whereby the provisions of Clause 10.4 (Effects of Termination) shall apply.
10.2. Primis may effective immediately postpone access to the Services by the Company, its Affiliates and its Users as a result of non-payment of any Fees owed as per the Subscription Plan and payable in accordance with Clause 9.1. If the Company does not pay the properly owed Fees within 7 days of the postponement, this shall be deemed as an irremediable breach and shall be handled in accordance with Clause 10.1.1 of the Terms.
10.3. Primis may further terminate the Agreement immediately upon written notice to the Company in the event that the Company infringes or otherwise violates Primis’ Intellectual Property Rights in and to the Services.
10.4. Effects of Termination: In the event of termination or expiry of the Subscription Plan under the provisions of Clause 10.1, 10.2 and/or 10.3:
10.4.1. Primis shall immediately cease to use the Company Data
10.4.2. The Company’s license to use the Services shall immediately cease
10.4.3. Other than where terminated for cause by the Company, all outstanding Fees payable by the Company as a result of a breach during the Subscription Term or otherwise due shall be immediately payable by the Company to Primis
10.4.4. the Terms shall continue in force to the extent necessary to give effect to those of its provisions which expressly or by implication have effect after termination; and
10.4.5. the rights of either party accrued on or prior to termination or expiry shall remain unaffected.
11. LIMITATION OF LIABILITY:
11.1. Neither party shall have any liability to the other party for any loss of profits or revenue, loss of anticipated savings, loss of data or data use, exemplary, incidental, punitive, special, indirect or consequential loss.
11.2. Notwithstanding anything to the contrary in these Terms, in no event shall Primis’ entire liability to the Company under these Terms, whether in contract, tort (including negligence), strict liability or otherwise, exceed the Fees paid by the Company during the twelve (12) months immediately preceding the first event giving rise to any claim for damages.
11.3. Nothing in these Terms shall exclude or limits the liability of one party to the other (i) for any matter for which, at law, a party cannot exclude or limit or attempt to exclude or limit, (ii) for personal injury or death caused by its negligence, (iii) for fraud or fraudulent misrepresentation and/or (vi) for gross negligence or wilful misconduct.
12. INDEMNITY:
12.1. The Company shall indemnify and hold Primis and its Affiliates harmless from and against any and all actions, demands, liability, claims, damages, losses, penalties, fines and expenses including namely but not exclusively attorneys’ fees and court costs, made by any third party due to, arising out of, resulting from or in connection with: (a) any information (including Company Data or any other data) that the Company or any User submits, posts, or transmits on or through the Service; (b) the use of the Service or third party services by the Company or any Users; (c) the violation of these Terms by the Company or Users; or (d) the violation of any rights of any third party, including intellectual property or personal data rights by the Company or Users.
12.2. Each party will (at their own sole cost and expense) provide reasonable co-operation to the other party in the defence and settlement of such claim.
12.3. The Company will, upon its written request, be given sole authority to defend or settle such claim, provided that (a) the Company keeps Primis informed of the progress of its defence or settlement; and (b) the Company does not compromise or settle such claim without unconditionally releasing Primis of all liability in respect of such claim.
13. PERSONAL DATA
13.1. Primis shall take appropriate security measures to protect the Company Data and Services against the risks of unauthorised access or modifications, destruction or loss of the Company Data within the Services, but Primis gives no guarantee in this regard.
13.2. During the processing of Personal Data, Primis and the Company shall adhere to the requirements of applicable privacy Laws and regulations in accordance with the Primis Data Processing Addendum.
13.3. Primis collects certain information about the Account, Company Data, Personal Data, tracking data as well as devices, computers and other tools used in connection with the Service. As part of the provision of the Services, Primis may process, use, modify, collect and store Personal Data, as processor, on behalf of the Company, being the controller. By submitting any Personal Data to Primis, the Company agrees with the terms of the Primis Data Processing Agreement.
13.4. It is expressly understood by the parties that Company Data, Personal Data and Confidential Information does not include any Anonymised Data. Primis shall be authorised to use, combine, disclose, analyse and create derivative works using the Anonymised Data and nothing in these Terms of Use, or what is stated within the Primis Data Processing Agreement, shall restrict this express right of Primis.
13.5. You are solely responsible for ensuring that use of the Service to store and transmit Company Data is compliant with all applicable laws and regulations including namely but not exclusively all Applicable Personal Data Laws. You are solely responsible for ensuring that the use of the Service and the processing of Company Data does not to infringe any third party’s intellectual property and privacy rights.
14. GENERAL:
14.1. Confidentiality: Each Party agrees to maintain as confidential and not to use or disclose to any third party any Confidential Information derived from the other party in connection with the Terms without the written consent of the Disclosing party except to the extent: a) strictly necessary for the proper performance of each party’s obligations under the Terms; or b) required by law or any securities exchange or regulatory authority. Each Party shall be responsible for any breach by its personnel of this provision. The obligations in this clause 14.1 shall survive for a period of 3 years after the expiry or termination of the Subscription Plan. On expiry or termination of the Subscription Plan, each Party will immediately destroy or, if requested by the other Party, within seven days return to the Disclosing party all copies of the Confidential Information which are in a form capable of delivery, or erase all Confidential Information from any computer or other device containing it and certify the same.
14.2. Malicious Code: Each Party shall not knowingly introduce, and shall continuously reduce the risk of introducing, Malicious Code into the Services or any system connected to the Services. If a Party is aware of any Malicious Code introduced into the Services or the system, such Party shall promptly notify the other Party, assist in reducing the effects of any Malicious Code found, and to the maximum extent possible, restore operational efficiency and data or, when applicable, mitigate losses.
14.3. Assignment: The Company will not assign or otherwise transfer their Account, in whole or in part, without Primis’ prior written consent. Any attempted assignment, delegation, or transfer in violation hereof will be null and void and will constitute an irremediable material breach of these Terms, subject to the provisions of Clause 10.4. Primis may assign and transfer this Agreement, in whole or in part.
14.4. Entire Agreement: The Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Terms 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 the Terms.
14.5. Exclusive warranties: To the extent not prohibited by law, the warranties set out in these Terms are exclusive and there are no other express or implied warranties or conditions including for software, hardware, systems, networks or environments or for merchantability, satisfactory quality, results and fitness for a particular purpose.
14.6. Publicity: The Company expressly agrees and authorises Primis to (i) identify the Company as a client and use the Company’s logo on the Primis website, in sales presentations, marketing materials and press releases, and (ii) develop a brief Company profile or case study for use by Primis on the Primis website for promotional purposes.
14.7. Force Majeure: Except in relation to obligations to make payments under these Terms, no Party shall be held liable for any delay or failure in performance of any provision of these Terms if, based on evidence provided by the non-performing Party to the other Party, such performance is delayed or prevented by Force Majeure.
14.8. Governing Law & Jurisdiction:
14.8.1. The Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
14.8.2. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.
14.8.3. The Company understands that the Services are not tailored to comply with any industry-specific or other international regulations and/or laws. Further, Primis does not warrant that the use of the Services will be compliance with all international laws and use of the Services shall be subject to the laws of England and Wales only.
14.9. Relationship of Parties: Each Party is an independent contractor in relation to the provisions of these Terms and the Parties do not intend to enter into any joint venture, partnership, employee-employer relationship or the like. There are no third party beneficiaries to the Agreement.
14.10. Severability: If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity, illegality or unenforceability shall not prejudice the other provisions of the Terms which shall remain in full force and effect and if the provision in question would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid.
14.11. Waiver: Any failure to exercise or any delay in exercising a right or remedy provided under these Terms or at law shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. A waiver of a potential action or remedy for breach of any of the Terms or of a default shall not constitute a waiver of any other potential action or remedy for breach or default and shall not affect the other Terms.
14.12. Survival: The provisions of these Terms of Use that, by their constituent parts, require performance after the termination or expiration of the Subscription Plan, or have application to events that may occur after the termination or expiration of the Subscription Plan, will survive the termination or expiration of the Subscription Plan.
14.13. Electronic Communications, Transactions, And Signatures: Visiting the Site, using the Services, sending us emails, completing online forms and any other online based communication between Primis and the Company constitute electronic communications. The Company consents to receive electronic communications, and agrees that all agreements, notices, disclosures, and other communications that are provided to the Company by Primis electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. As such, You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Site. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
15. SERVICE TYPE SPECIFIC PROVISIONS
15.1. General:
15.1.1. During the Subscription Term and subject to compliance by the continued compliance by the Company with these Terms, the Company has the limited right to access and use the portion of the Service consistent with the Service type identified in the Subscription Plan or Order Form.
15.1.2. In Order to subscribe to paid Subscription Plans, the Company shall pay the Fees as described by Primis for that Service type. No Services shall be provided to the Company, unless at the express decision by Primis, without payment or agreement to pay Fees. Where Primis decides not to charge Fees, it is at the sole discretion of Primis to cancel any unpaid Service type without notice to the Company at any point.
15.1.3. Downgrading the Subscription Plan, where allowable in accordance with these Terms and the Company’s Subscription Plan, may cause loss of content, features, or access to specific portions of the Service that may have been previously available to the Company. Primis does not accept any liability for such loss.
15.2. Primis Track: In addition to the Terms of Use, the following terms expressly apply to the Company’ use of and access to the Primis Track product:
15.2.1. Primis provides tracking information originating from the relevant Authorised Carriers. In addition, and without any limitation to the warranty disclaimer provided in these Terms, Primis makes no warranty whatsoever (i) in respect of the accuracy and integrity of the information provided by the Authorised Carriers (ii) that the information will be communicated to the Company integrally and/or in a timely manner (iii) that the information collected from the Authorised Carrier is correct and accurate at all times and (iv) that the information will be communicated to the Company’s consumers accurately or in a timely manner.
15.3. Primis Ship: In addition to the Terms of Use, the following terms expressly apply to the Company’ use of and access to the Primis Ship product:
15.3.1. Primis Ship allows you to (i) print shipping labels of Shipping Carriers (see the relevant portion of the Site for more information about the carriers), (ii) get rates across Shipping Carriers, (iii) validate addresses by Shipping Carriers, (iv) generate commercial invoices from Shipping Carriers, and (v) automatically use negotiated rates available for use when using the Shipping Carrier.
15.3.2. Primis serves only as an intermediary between the Company and the Shipping Carrier, allowing the Company to purchase and print shipping labels (“Labels”). Primis is not responsible for pick up, transport, delivery or anything else generally in relation to the shipment procured by the Company from the Shipping Carrier through the use of the Primis Ship product. Any issues relating to the service provided by the Shipping Carrier shall be picked up directly by the Company and the Shipping Carrier.
15.3.3. The Company’s use of the Shipping Carriers service is subject to, and the Company is responsible for compliance with, all of the Shipping Carrier’s terms and conditions. Please refer to the general terms and conditions from the applicable Shipping Carriers website. Please also refer to the applicable shipping restrictions for more information about what the Company are and are not permitted to ship through the applicable Shipping Carrier, as available directly from the Shipping Carrier.
15.3.4. Primis Ship shall not be used by the Company for any illegal or unauthorised purposes. By shipping any parcel or item, the Company are responsible for compliance with all applicable laws and regulations including but not limited to local and international shipping and customs regulations.
15.3.5. Primis will not be responsible for any local customs charges, import taxes or duties or any similar charges related to any shipments made by the Company. If any such charges become due as a result of the Company’s use of Primis Ship which are charged to Primis by any competent authority, the Company shall reimburse Primis fully in respect of the same within 14 days of Primis’ demand and shall put in place all measures to ensure that this occurrence does not happen again.
15.4. Primis Returns: In addition to the Terms of Use, the following terms expressly apply to the Company’ use of and access to the Primis Returns product:
15.4.1. User shall be solely responsible for any and all returns organised through Primis Returns product.
15.4.2. 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.
15.4.3. 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.