General Terms of Use

  1. AGREEMENT TO TERMS

1.1 By receiving, accessing, or using any services provided by Primis, you agree to be bound by the following Terms and Conditions, including any Agreement, any applicable Special Terms (as defined below), the Primis Data Processing Agreement and all other terms or policies that may be published from time to time on the Site (“Terms of Use”, “Terms”).

1.2 You agree that by receiving, accessing, or using any services provided by Primis, you have read, understood, and agree to be bound by these Terms of Use and all associated Special Terms as applicable to the services you use or receive.

1.3 These Terms of Use constitute a legally binding agreement made between you on behalf of an entity (“you”) and Primis Communications Limited, company number 12615736, address International House, 6 South Molton Street, London, England, W1K 5QF, trading as Primis (“Primis”, “we”, “us”, or “our”), concerning your access to and use of the Services. Where an individual enters into these Terms on behalf of a company, organisation or another legal entity (“Company”), said individual is acting on the behalf of the Company is duly authorised to agree 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 is 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.

1.4 By entering into these Terms of Use, you:

1.4.1 Understand and agree that, subject to any conflicting provisions in the Agreement or applicable Special Terms, 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 Agreement. 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.

1.4.2 Warrant that you have the full power and authority to enter into the Agreement.

1.5 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 regularly 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 Services after the date such revised Terms of Use are posted.

1.6 For the purposes of precedence, in the event of any conflict or inconsistency between documents, the order of precedence for these Terms shall be: 1) Agreement; 2) The applicable Special Terms (e.g., Special Terms: Primis Software, Fulfilment Terms of Service); 3) These Terms of Use; 4) Primis Data Processing Agreement; and 5) All other terms or policies that may be published from time to time on the Site.

1.7 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.

1.8 Incorporation of Special Terms: Further special conditions relating to Other Services (defined below as “Special Terms”) apply to specific services (including, but not limited to:

Where the Company subscribes to services covered by Special Terms, the Company agrees that such Special Terms are incorporated herein by reference. In the event of a conflict between these General Terms of Use and the Special Terms, the Special Terms shall prevail in accordance with Clause 1.6.

1.9 Reseller Basis and Precedence: All Fulfilment Services and Shipping Services are provided by Primis strictly on a reseller basis. The Company acknowledges that the actual physical storage, handling, transportation, and fulfillment of goods are performed by third-party logistics providers (“3PLs”) and not by Primis directly. These services are subject to the applicable Special Terms (as found at the top of these Terms of Service), which shall take precedence over any conflicting terms contained within these General Terms of Use.

1.10 Pass-Through Warranties Only: Primis makes no independent warranty regarding the standard of care, timeliness, or performance of the 3PLs, except to the extent Primis passes through specific service level agreements (SLAs) defined in the applicable Special Terms. All other warranties, express or implied, regarding the physical handling of goods are disclaimed.

  1. DEFINITIONS

Capitalised terms used in these Terms and not otherwise defined have the following meanings:

Agreement means the Order Form or any other form of mutual assent, written or electronic, including but not limited to any document, policy, or click-through process, that governs the use of the Service, the Primis platform, or any other Primis product, information, or offering, and which sets forth the legally binding terms and conditions between Primis and the Company.

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 removing 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.

Applicable Personal Data Laws means all laws relating to Personal Data processing.

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 or 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.

Electronic Payment Provider means a third-party payment processing service or platform that facilitates the payment of Fees under this Agreement.

Fees means all fees payable by the Company to Primis.

Fulfilment Services means all logistics and supply chain management services provided by the 3PL, including but not limited to client onboarding & offboarding, the complete lifecycle management of inventory (receipt, storage, processing, and distribution) and returns management across for both B2B & B2C channels.

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 onboarding, consulting services, training, and other services provided by or on behalf of Primis in relation to the Services.

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.

Order Form means, if applicable, the order form concluded and signed by the Company and Primis.

Personal Data has the meaning given to it in the Primis Data Processing Agreement.

Primis means its employees, affiliates, and those authorised third-party representatives performing duties related to the Services.

Region means the regional area expressly stated in the Agreement.

Shipping Services means the provision of rates obtained by Primis for logistic carriers for use by the Company, subject to the Carrier Specific Terms as shared with the Company by Primis or as per the carrier specific terms found on the carriers website.

Software means any and all software(s) provided by Primis to the Company.

Services means those functional services provided for use to the User as a result of setting up an Account, including Software Services, Third-Party Services, and any other service as described under an Agreement or Special Terms (where applicable).

Site means any and all websites operated or owned by Primis including but not limited to www.primis.cx.

Special Terms means the specific terms and conditions as applicable to the Services being received by the Company as incorporated by reference in Clause 1.

Term means the term (in either months or years) either identified in the Agreement.

Third-Party Provider means any third-party logistics provider (3PL) or logistics carrier whose services are resold or made available by Primis to the Company.

Third-Party Services means any services provided by a third-party logistics providers (3PL) and/or a logistics carrier and resold or made available by Primis to the Company as envisioned by the Special Terms.

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.

User means any Company, its Affiliates and any Authorised User using the Services.

  1. SERVICE PROVISION

3.1 Services: Primis will provide the Services to the Company as defined in the Terms of Use and any applicable Special Terms. Where Services involve Third-Party Services, Primis provides access to such services in its capacity as an authorised reseller, distributor or intermediary, and the Company understands and agrees that such services are performed by Third-Party Providers subject to the applicable Special Terms.

  1. SERVICES DISCLAIMER AND REMEDIES

4.1 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, 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. TO THE EXTENT PRIMIS RESELLS OR PROVIDES ACCESS TO THIRD-PARTY SERVICES, PRIMIS DISCLAIMS ALL LIABILITY FOR THE ACTS, OMISSIONS, PERFORMANCE, OR NEGLIGENCE OF SUCH THIRD-PARTY PROVIDERS, EXCEPT AS EXPRESSLY PROVIDED IN THE APPLICABLE SPECIAL TERMS.

4.2 Primis reserves the right, at its sole discretion, to alter or Update 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 Services as they are currently being provided to the Company.

4.3 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.

  1. COMPANY OBLIGATIONS

5.1 The Company shall:

5.1.1 Comply with all setup requirements including use of any required technology product or other configuration tools as communicated to them by Primis or covered within the Special Terms.

5.1.2 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.

5.1.3 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.

5.1.4 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.

5.1.5 Be responsible for and shall ensure that it possesses such equipment, hardware and software as required in order to benefit from the Services.

5.1.6 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.

5.1.7 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.

5.1.8 Unless otherwise agreed, 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

5.1.9 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.

  1. INTELLECTUAL PROPERTY RIGHTS

6.1 Title, right and interest in the Services 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 or any other ancillary offerings, or any Intellectual Property Rights therein.

6.2 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.

6.3 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.

6.4 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 6.4 is limited to the Term. The provisions of this sub-clause 6.4 do not convey any title or ownership interest in Company’s Marks to Primis.

  1. USAGE AND ACCESS RIGHTS

7.1 Right to Use:

7.1.1 The Company shall ensure that its Affiliates and all Users using the Services 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.

7.1.2 Access to and use of the Service may be restricted to a specified number of events as permitted under the applicable Agreement.

7.2 Restrictions: Company shall not, and shall not permit its Users or others under its control to, do the following with respect to the Services:

7.2.1 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 Agreement.

7.2.2 License, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Services or Documentation available for access by third parties except as otherwise expressly provided in the Terms of Use.

7.2.3 Access or use the Services 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 the Services by a direct competitor of Primis.

7.2.4 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.

7.2.5 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.

7.2.6 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.

7.2.7 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.

7.2.8 Use, or allow the use of, the Services in violation of any applicable export controls.

7.2.9 Undertake any security testing of the Services without the express approval of Primis.

7.2.10 Not interfere with or disrupt the 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).

7.3 Suspension of Access: Primis may suspend any use of the Services 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.

7.4 User Management:

7.4.1 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.

7.4.2 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.

7.4.3 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 7.2. 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.

  1. FEES AND PAYMENT

8.1 In consideration for provision of the Services by Primis:

8.1.1 Monthly Fees: For Fees due monthly, and in accordance with your Agreement:

8.1.1.1 The Company shall pay the Monthly Service Fee in advance each month via the Electronic Payment Provider.

8.1.1.2 Unless otherwise stated, all other applicable Fees due by the Company shall be payable monthly in arrears via the Electronic Payment Provider.

8.1.1.3 Payment shall be due on the first day of each month that the Services are being used and payment shall either be taken in accordance with the Fees owed from the details provided to the Electronic Payment Provider by the Company or as otherwise agreed by the parties under the Agreement.

8.1.2 Annual Fees: For Fees due annually, and in accordance with your Agreement, Primis shall submit invoices for the Fees to the Company at the intervals specified in the Agreement.

8.1.3 Third-Party Services: For Fees associated with Third-Party Services, where specific payment terms are contained within the Special Terms associated with the Third-Party Provider, the specific payment terms contained within the Special Terms shall apply.  Otherwise the provisions of this clause 8 shall apply.

8.1.4 Tax & Duty Fees: For Fees associated with tax & duties charges, these may need to be paid by the Company at alternative intervals than identified in this Clause 8.  These requirements will be communicated to the Company as appropriate.

8.2 The Company shall pay each invoice due and submitted to it by Primis in accordance with the provisions of the Agreement, or within 30 days of receipt, to a bank account nominated in writing by Primis, whichever is sooner.

8.3 If the Company fails to make any payment properly due to Primis in accordance with the provisions of Clause 8.1, then, without limiting Primis’ remedies under Clause 9, 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.

8.4 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.

8.5 No refund: Payments are non-refundable and Primis does not provide refunds or credits for any partial periods or unused Services.

8.6 Changes to the Fee and Services: Primis reserves the right to modify the Services, including but not limited to, pricing, features, and options, at any time, in accordance with these Terms. Primis will provide you with reasonable advance notice of any changes to pricing or your Services before they become effective. Any additional provisions regarding changes to Fees and Services contained within the Special Terms shall take precedence over this section and are acknowledged and accepted by the Company.

8.7 Lien and Security Interest: To the extent permitted by applicable law and the Special Terms, the Company acknowledges that the 3PLs or Primis may exercise a lien over Company inventory in the event of non-payment of Fees.

  1. TERMINATION & EFFECTS

9.1 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 Agreement in whole or in part (at the date set out in that notice) if:

9.1.1 The other party has committed a material breach of the Terms which is irremediable;

9.1.2 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 9.4 (Effects of Termination) shall apply.

9.2 Primis may 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 Agreement and payable in accordance with Clause 8.1. 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 9.1.1 of the Terms.

9.3 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.

9.4 Effects of Termination: In the event of termination or expiry of the Agreement under the provisions of Clause 9.1, 9.2 and/or 9.3:

9.4.1 Primis shall immediately cease to use the Company Data;

9.4.2 The Company’s license to use the Services shall immediately cease;

9.4.3 Other than where terminated for cause by the Company, all outstanding Fees payable by the Company as a result of a breach during the Term or otherwise due shall be immediately payable by the Company to Primis;

9.4.4 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

9.4.5 The rights of either party accrued on or prior to termination or expiry shall remain unaffected.

9.5 Abandonment: Where the Company chooses to abandon the project or fails to proceed to the Go-Live phase after Primis has undertaken onboarding work, unless otherwise agreed, the Customer agrees to pay a) the full cost of the onboarding work (including integration costs) and b) a fee of 10% of the anticipated total contract value as liquidated damages to compensate Primis for the time, resources, and efforts expended, which represents a genuine pre-estimate of loss to Primis. This fee will apply unless a mutual agreement for postponement or cancellation is provided in writing.

  1. LIMITATION OF LIABILITY

10.1 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.

10.2 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.

10.3 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 (iv) for gross negligence or wilful misconduct.

10.4 Reseller Liability Cap: Notwithstanding Clause 10.2, where Primis acts as a reseller or intermediary for Third-Party Services (including under any Special Terms), Primis’ liability for any claim arising out of the performance or non-performance of such Third-Party Services shall be limited to the Special Terms associated with the Third-Party Services, less Primis’ reasonable costs of recovery. Primis acts solely as a facilitator for such Third-Party Services and assumes no independent liability for the physical handling, storage, or transportation of goods by third parties.

  1. INDEMNITY

11.1 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 or any Special 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.

11.2 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.

11.3 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.

  1. PERSONAL DATA

12.1 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.

12.2 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.

12.3 Primis collects certain information including 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.

12.4 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.

12.5 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.

  1. GENERAL

13.1 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 13.1 shall survive for a period of 3 years after the expiry or termination of the Agreement. On expiry or termination of the Agreement, 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.

13.2 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.

13.3 Assignment: The Company will not assign or otherwise transfer the benefit of the Services, 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 9.4. Primis may assign and transfer this Agreement, in whole or in part.

13.4 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.

13.5 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.

13.6 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.

13.7 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.

13.8 Governing Law & Jurisdiction:

13.8.1 Except where expressly stated otherwise in the Special Terms relating to specific Services, 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.

13.8.2 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.

13.8.3 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.

13.9 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.

13.10 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.

13.11 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.

13.12 Survival: The provisions of these Terms of Use that, by their constituent parts, require performance after the termination or expiration of the Agreement, or have application to events that may occur after the termination or expiration of the Agreement, will survive the termination or expiration of the Agreement.  In addition to the foregoing, the clauses 1.6, 1.10, 4.1, 6, 8, 9.4, 10, 11, 12, 13.1, 13.8 & this 13.2 shall survive.

13.13 Electronic Communications, Transactions, And Signatures: 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.