RtP Developer terms and conditions (“Agreement”)
This Agreement has been entered into on the date of subscription by the User to the Services.
1. IMPORTANT NOTICE TO ALL USERS:
THE PRESENT LICENCE IS GRANTED BY PAY.UK LIMITED AND ITS AFFILIATES (“PAY.UK” OR “SUPPLIER”), TO THE END-USER (“USER”). “USER” MEANS ANY NATURAL OR LEGAL PERSON WHO USES THE WEBSITE AND EACH ENTITY ON WHOSE BEHALF THEY ACT.
BY CLICKING ON THE “ACCEPT” BUTTON BELOW, THE USER AGREES TO THE TERMS OF THIS LICENCE WHICH WILL BE BINDING BETWEEN THE PARTIES. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, EXCLUSIONS OF GUARANTEE AND LIMITATIONS OF LIABILITY (SECTIONS 3, 6 AND 12).
THE REQUEST TO PAY DEVELOPER PORTAL IS PROPOSING ACCESS TO A “BETA” VERSION OF AN INFORMATION LIBRARY ON THE TECHNICAL WORKINGS AND REQUIREMENTS OF THE REQUEST TO PAY MESSAGING STANDARDS. THE STANDARDS ARE STILL UNDER REVIEW AND THEREFORE SUBJECT TO CHANGE, AND ARE PROVIDED FOR ILLUSTRATION PURPOSES ONLY.
ADDITIONALLY, BY REGISTERING, THE USER WILL HAVE THE OPTION TO ACCESS PAY.UK’S SANDBOX FOR TESTING THE “BETA” REQUEST TO PAY INTERFACES, APPLICATIONS AND REPOSITORIES IN A VIRTUAL TESTING ENVIRONMENT MIMICKING THE PRODUCTION REQUEST TO PAY ENVIRONMENT AND STANDARDS.
IF THE USER DOES NOT AGREE TO THE TERMS OF THIS LICENCE, PAY.UK WILL NOT LICENSE THE PLATFORM, SOFTWARE, SERVICES AND DOCUMENTATION (HEREAFTER THE “SERVICES”) TO THE USER AND THE USER MUST DISCONTINUE THE REGISTRATION PROCESS NOW [BY CLICKING ON THE “CANCEL” BUTTON BELOW]. IN THIS CASE, THE REGISTRATION PROCESS WILL TERMINATE AND THE USER MAY NOT USE/ACCESS ANY SERVICES OR DOCUMENTS FROM THIS WEBSITE.
2. PROHIBITION TO USE PERSONAL DATA
THE USER ACKNOWLEDGES AND GUARANTEES THAT:
- ONLY SPECIMEN DATA (SAMPLE DATA FOR TESTING) WILL BE USED WITH THE PLATFORM, SOFTWARE, AND SERVICES;
- AS A RESULT OF THE ABOVE, NO PERSONAL DATA WILL BE USED IN CONNECTION WITH THE PLATFORM, SOFTWARE, AND SERVICES;
- THE PURPOSE OF THE LICENCE GRANTED IS TO TEST THE USER’S APPLICATIONS AGAINST THE APIS IN A SAFE TESTING ENVIRONMENT, TO THE EXCLUSION OF ANY USE OF PERSONAL DATA OR USE IN A COMMERCIAL ENVIRONMENT.
THIS CLAUSE IS IN ADDITION TO, AND DOES NOT RELIEVE, REMOVE OR REPLACE, A PARTY’S OBLIGATIONS UNDER THE DATA PROTECTION LEGISLATION.
THE USER SHOULD KEEP A DIGITAL OR PAPER COPY OF THIS LICENCE FOR FUTURE REFERENCE.
3. NO GUARANTEE
ANY RIGHTS UNDER THE PRESENT LICENCE ARE GRANTED SOLELY FOR THE PURPOSE OF TESTING THE USER’S APPLICATION IN THE API SANDBOX ENVIRONMENT TO THE EXCLUSION OF ANY OTHER USE. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, PAY.UK AND ITS AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE PLATFORM, SOFTWARE, SERVICES AND DOCUMENTATION OR THIRD-PARTY SERVICES, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE PLATFORM, SERVICES, OR THIRD-PARTY SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY OF THE USER’S CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
4. LICENCE GRANT
4.1 Subject to the User’s registration in accordance with Clauses 1, 2 and 3, the restrictions set out in this Clause 4 and the other terms and conditions of this Agreement, the Supplier hereby grants the User a non-exclusive, non-transferable licence right, without the right to grant sub-licences, to permit the User to use the Services and associated Documentation during the Subscription Term solely for the User’s internal business operations, for the purpose of assessing the feasibility of, and User’s interest in, using the API(s) for designing future compatible software and overlay services. The Subscription Term shall start from the User’s registration to the Services for a duration as provided in Clause 13.
Documentation means documents made available to the User by Pay.UK or its Suppliers, online via www.requesttopay.co.uk or such other web address notified by Pay.UK from time to time which sets out a description of the Services and the user instructions for the Services (“Documentation”).
Each individual requiring access to the Platform needs to subscribe personally to the Services (“User Subscription).
4.2 The User undertakes that:
(a) Access and use of the Services and of the Documentation is for one subscriber only (“Authorised User”), is personal and may not be shared or transferred;
(b) each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed frequently and that each Authorised User shall keep his password confidential;
4.3 The User shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property.
Pay.UK reserves the right, without liability or prejudice to its other rights to the User, to disable the User’s access to any material that breaches the provisions of this clause.
4.4 Pay.UK reserves all its intellectual property rights except as expressly granted in section 4.1 of the present terms and conditions. The User shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
(i) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
(b) access all or any part of the Services in order to build a product or service which competes with the Services; or
(c) use the Services to provide services to third parties; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Platform, Software, Services and/or Documentation, other than as provided under this Clause 4; and
4.5 The User shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.
4.6 The rights provided under this Clause 4 are granted to the User only, and shall not be considered granted to any of his/her subsidiary or holding company.
5. DATA PROTECTION
For the purpose of accessing the services, a digital Certificate will be issued and sent to the User. For proper functioning of the digital Certificate issued by our supplier, it may be necessary for the User to configure their browser to trust the Certification authority’s used by our supplier. More information will be provided during the registration process. The Certificate is strictly personal to the User and cannot be shared or transferred. In addition, the User guarantees that he/she will at all times follow the instructions of the PKI supplier and best practice for the use of PKI certificates, confidentiality and security of the Certificate.
Both parties will comply with all applicable requirements of the Data Protection Legislation. Data Protection Legislation means the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679) (GDPR), any additional national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK.
Pay.UK’s Privacy Notice for www.requesttopay.co.uk is an integral part of the present Licence Agreement and is accessible here. Under certain circumstances, the User has rights under data protection laws in relation to his/her personal data. These are set out in the Privacy Notice.
If you wish to exercise any of the rights set out above, please contact us at email@example.com.
6. YOUR DATA - NO GUARANTEE
6.1 The Supplier:
(a) does not warrant that of the User will enjoy the Services without interruption or error; or that the Services and/or the information obtained by the User through the Services will meet the User’s requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage, and the User acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7. THIRD PARTY PROVIDERS
7.2 Amazon Web Services. The Platform is hosted on Amazon Web Services and Amazon terms and conditions apply (AWS Terms)
8. USER’S OBLIGATIONS
(a) comply with all applicable laws and regulations with respect to its activities under this Agreement;
(b) ensure that You use the Services in accordance with the terms and conditions of this Agreement;
(c) be solely responsible for:
- procuring and maintaining network connections and telecommunications links from the User’s systems to the Supplier’s data centres, and
- all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.
9. CHARGES AND PAYMENT
9.1 The Platform and Services are provided free of charge, without any guarantee as per clause 3.
10. PROPRIETARY RIGHTS
10.1 The User acknowledges and agrees that Pay.UK or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this Agreement does not grant the User any rights to, under, or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
10.2 Pay.UK confirms that it owns all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
The User may:
(a) use the Services for his/her personal purposes (if you are a consumer) or your internal business purposes (if you are a business) only for:
- developing ancillary products and services;
- integrating the Services into the User’s own products.
The above rights are granted solely for the purpose of testing the Users’ application in the Sandbox environment in connection with the Services, to the exclusion of any other use. For the purpose of clarification, distribution of the Services, or any part thereof, is strictly prohibited.
10.3. The Intellectual Property Rights attached to the Services, the information and data supplied by Pay.UK (including the Documentation, information, data, process of any nature), are and shall remain our property or property of our third-party suppliers.
10.3.1 Any Intellectual Property Right resulting from any development, creative work, adaptation, modification, enhancement, improvement of any kind, performed by Pay.UK subsequently to the Subscription, shall be our exclusive property.
10.3.2 Unless otherwise expressly provided for in this Agreement, nothing in this Agreement shall be construed as granting to the User or implying any rights, by licence, grant or otherwise, under any intellectual and/or industrial property rights concerning any of the Platform, Services, Software and the Documentation, data, process of any nature, or information transmitted by the Supplier. No executable nor source code will be transmitted to the User.
10.4 No right of using Pay.UK’s trademarks is granted by the present Agreement. This includes our word marks and our logos.
10.5 The User shall own all right, title and interest in and to all of the User Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such User Data.
11. CONFIDENTIALITY [AND COMPLIANCE WITH POLICIES]
11.1 Each party may be given access to Confidential Information (information that a reasonable business person would consider is proprietary or confidential whether labelled as such or not “Confidential Information”) from the other party in order to perform its obligations under this Agreement. All components of the Services are deemed Pay.UK’s Confidential Information. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure in which case the recipient shall owe to the discloser duties of non-disclosure as stringent as those, if any, owed to the third party from whom the information is received; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
11.2 Subject to Clause 11.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
11.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.6 The User acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information and that a release under the present licence Agreement shall not be deemed to constitute a release into the public domain.
11.7 The Supplier acknowledges that the User Data is the Confidential Information of the User.
11.8 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
11.9 The above provisions of this Clause 11 shall survive termination of this Agreement, however arising.
12. LIMITATION OF LIABILITY
12.1 The Supplier shall be entitled to terminate the Subscription, Services, and access to the Platform, for any reason, without incurring any liability for damages to the User.
12.2 Except as expressly and specifically provided in this Agreement:
(a) the User assumes sole responsibility for results obtained from the use of the Services and the Documentation by the User, and for conclusions drawn from such use. Pay.UK shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Pay.UK by the User in connection with the Services, or any actions taken by Pay.UK at the User's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
(c) the Services and the Documentation are provided to the User on an "as is" basis.
12.3 Nothing in this Agreement excludes the liability of the Supplier:
(a) for death or personal injury caused by the Supplier's negligence; or
(b) for fraud or fraudulent misrepresentation.
12.4 Subject to Clause 12.1 and Clause 12.2:
(a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
(b) the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to £100 (one hundred Pounds) OR the total Subscription Fees paid for the User Subscriptions during the  months immediately preceding the date on which the claim arose, whichever is the highest.
13. TERM AND TERMINATION
13.1 This Agreement shall, unless otherwise terminated as provided in this Clause 13, commence on the Subscription Date and shall continue until the Sandbox Development is complete and the service ceases to operate.
The Agreement may be terminated if:
(a) either party notifies the other party of termination, in writing, in which case this Agreement shall terminate upon confirmation by Pay.UK that notice of termination has been received; or
(b) is otherwise terminated in accordance with the provisions of this Agreement.
13.2 Without a ffecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of eight Business Days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, becomes insolvent or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
13.3 On termination of this Agreement for any reason:
(a) all licences granted under this Agreement shall immediately terminate and the User shall immediately cease all use of the Services and/or the Documentation;
(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) Pay.UK may destroy or otherwise dispose of any of the User Data in our possession in accordance with Clause 5.
14. FORCE MAJEURE
Pay.UK shall have no liability to the User under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the User is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.
16. NO VARIATION
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18. RIGHTS AND REMEDIES
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
19.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
19.2 If any provision or part-provision of this Agreement is deemed invalid by a competent court under Clause 19.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
20. ENTIRE AGREEMENT
20.1 This Agreement constitutes 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.
20.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
20.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this Agreement.
21.1 The User shall not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
21.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
22. NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
23. THIRD PARTY RIGHTS
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
24.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email’s address as set out in this Agreement.
24.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed server’s mailbox delivery confirmation obtained by the sender).
25. GOVERNING LAW
THIS AGREEMENT AND ANY DISPUTE OR CLAIM ARISING OUT OF OR IN CONNECTION WITH IT OR ITS SUBJECT MATTER OR FORMATION (INCLUDING NON-CONTRACTUAL DISPUTES OR CLAIMS) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAW OF ENGLAND AND WALES.
EACH PARTY IRREVOCABLY AGREES THAT THE COURTS OF ENGLAND AND WALES SHALL HAVE EXCLUSIVE JURISDICTION TO SETTLE ANY DISPUTE OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER OR FORMATION (INCLUDING NON-CONTRACTUAL DISPUTES OR CLAIMS).