Version//November 2020

Weavr Innovator Sandbox Environment

Terms of Use

  1. Weavr provides an open and publicly accessible cloud-based platform that connects payment networks and payment service providers and makes available software tools enabling the innovators of payment services to define, deploy and use pre-configured digital payment flows in their products and services.
  2. Access to the Weavr Platform, access to the Service Partners and Payment Services and use of the facilities developed by Weavr (“Services”) shall be provided in accordance with these terms and conditions (“Terms”) and the terms relating to the Live Environment (including Charges and Rebates).
  3. These terms apply to the Sandbox Environment and by accessing the Weavr Platform and System you are agreeing to these terms.  Should you wish for access to the Live Environment and Payment Services you will need to register for a Weavr Production Account and agree to additional terms. 
  4. The definitions in Section 3 shall apply to this agreement.
  5. These Terms are divided into the following sections:
    1. Provisions relating to the Sandbox Environment;
    2. General Terms;
    3.  Definitions.
  6. The General Terms apply to all aspects of the Services. The provisions relating to the Sandbox Environment, Live Environment, Payment Services and Charges and Rebates apply to those particular aspects of the Services.
  7. When you complete and submit your online application you are agreeing to these Terms.

1. SANDBOX ENVIRONMENT

With your acceptance of these terms you are granted access to dedicated Weavr Sandbox Account, and to the Sandbox Environment. You must not share your access credentials with any other party. Doing so will constitute a material breach of this agreement.

1.1 ACCESSING AND USING THE SANDBOX ENVIRONMENT

1.1.1 In the Sandbox Environment we enable you to access our test technology platform via our approved APIs to configure, Sandbox, integrate and test your preferred payment service (“the Sandbox Environment”).

1.1.2 You agree to use the Sandbox Environment only for your business purposes as declared in your application and in accordance with these terms of use.

1.1.3 We make no commitment that our Sandbox Environment is suitable for your particular purposes nor do we undertake that it will meet any availability criteria. It is provided to enable you to make your own assessment of our functionality and the viability of your use of payment services for your business requirements.

1.1.4 Access to the Sandbox Environment is provided at no charge but if you exceed what we consider are reasonable levels of use of our APIs we may block any further API calls till the next month.

1.1.5 We may suspend or terminate your access to the Weavr Sandbox Account and (by extension) to the Sandbox Environment at any time and for any reason, including but not limited to:

  1. you failing to use the Services in the Sandbox Environment for the purposes stated in your application;
    ii. you failing to comply with any of these terms or any reasonable instruction we may issue;
    iii. you withholding information which can reasonable be considered to be relevant in our granting you access to the System;
    iv. your usage generating system loads that is materially higher than that required for testing, and/or resulting in material negative impact on the performance of the Sandbox Environment.

1.1.6 Your attention is drawn in particular to clause 2.2.4 ii. of the General Terms prohibiting any attempts to reverse engineer the Weavr Platform and the overloading of the Services through inappropriate use.

1.2 PAYMENT MODELS

1.2.1 Within the Sandbox Environment you can choose from our Payment Models which provide specific and configurable payment solutions. These can be configured by you and accessed from outside the Weavr system (and the Security and Compliance Perimeter) using the appropriate API key.

1.2.2 Our Payment Models enable you to combine and manage the interaction of identities (representing your organization or the customers of the payment services offered by the Payment Models), payment instruments and transactions. Elements of the Payment Models are provided by our Service Partners. The identity of Service Partners and the availability of specific Payment Models may change from time to time.

1.2.3 To deploy a Payment Model you will need to engage the relevant Service Partners, and you may need to apply to them direct, providing information about intended use, end-customer terms, control measures and similar information regarding your Payment Application in order to procure their services. It is up to Service Partners and their policies as to whether or not they accept your application and we take no responsibility for their decisions.

1.2.4 You have the choice of using the services of our Service Partners as indicted in the System from time to time. They provide Payment Services, Processing and other services that can be integrated into your Payment Application. Your choice of a Service Partner can be altered from time to time through the configuration process.

1.3 INTEGRATION AND TESTING

1.3.1 We enable you to perform integration to the pre-configured Payment Models and to test your end to end Payment Application in the Sandbox Environment.

1.3.2 You are responsible for ensuring that your Payment Application operates satisfactorily. We may ask you to demonstrate this to us, and you agree to provide us with all reasonable assistance that we may request to establish that your Payment Application is suitable for us to host.

1.3.3 You will need to test and prove your Payment Application and go through an ID verification process before you can move from the Sandbox Environment to the Live Environment. Once testing is successfully completed you can apply to move to the Live Environment.

1.4 ACCESS FOR AUTHORISED USERS

1.4.1 You are able to grant access to the Sandbox Environment to certain users according to certain authority levels as indicated on the System (current authority levels are Owners, Developers, Finance and Operators) (“Authorised Users”). These are your agents for these purposes and you are responsible for their actions as if they were your own actions.

1.5. LIVE ENVIRONMENT

To make your Payment Application available for commercial use you must move it from the Sandbox Environment to the Live Environment, creating your Weavr account. In the Live Environment Transactions will be processed by our Service Partner Processors and financial institutions and value transferred according to their usual terms, systems and rules.

 

2. GENERAL TERMS

2.1. SERVICES

2.1.1 We shall provide the Services in accordance with these Terms.

2.1.2 We shall use our reasonable endeavours to make the Services generally available subject to maintenance.

2.1.3 The Services and related support will be provided in accordance with good industry practice. We will use our reasonable efforts to ensure that the Services are not interrupted and meet any service levels we may publish from time to time but we will not be responsible for any acts or omissions of any Service Partner or other relevant third-party provider.

2.1.4 We may from time to time make Modifications to the System as and when required including by way of a fix or patch or a temporary by-pass solution.

2.1.5 You accept that:

  1. the Services are subject to any constraints or limitations stipulated by our Service Partners and relevant Regulatory Authorities or Regulation;
    ii. our ability to provide the Services depends on the continued provision of essential components provided by third party suppliers including but not limited to providers of Processing and Issuing services;
    iii. we shall not be held liable for failure to provide, or continuing to provide, the Services due to circumstances beyond its reasonable control.

2.1.6 We shall be entitled to amend the Our Services or any component part of them from time to time in order to ensure compliance with Regulations. Additionally, we shall be entitled to make changes to the Services where such changes do not cause you to be in any worse position regarding performance or commercial terms but where such change in our reasonable opinion is of benefit to either us or you or both.

2.2. SERVICE ACCESS

2.2.1 Subject to you meeting all due diligence and anti-money laundering enquiries reasonably required by us, paying the Charges and complying with the conditions set out in these Terms, we grant you a non-exclusive, non-transferable right to permit the Authorised Users to access and use the Services, and the Weavr Platform during the Term.

2.2.2 In relation to the Authorised Users, it is your responsibility to ensure that each Authorised User shall keep secure any password or other security device for his or her use of the Services and keep such device confidential.

2.2.3 You shall not:

2.2.3.1 access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    ii. facilitates illegal activity;
    iii. depicts sexually explicit images;
    iv. promotes unlawful violence;
    v. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
    vi. is in any manner otherwise illegal or causes damage or injury to any person or property; and

2.2.3.2 shall not use or change your use of the Service in such a way as may (or may reasonably be expected to) overload or otherwise compromise the system or use it in any way which may reasonably be expected to be outside the parameters of normal use (for example by making excessive API calls through the system) and shall indemnify us against any costs we may incur as a result of any such misuse; and

2.2.3.4 we reserve the right, without liability or prejudice to our other rights, to disable your access to the Services should you breach the provisions of this clause.

2.2.4 You shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between us and except to the extent expressly permitted under this agreement:

  1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or
    ii. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
    iii. access all or any part of the Services in order to Sandbox a product or service which competes with the Services; or
    iv. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services to any third party; or
    v. attempt to obtain, or assist third parties in obtaining, access to the Services.

2.2.5 You 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 us.

2.2.6 The rights provided under this clause are granted to you only and shall not be considered granted to any subsidiary or holding company.

2.3. OUR OBLIGATIONS

2.3.1 We shall provide the Services and where appropriate the Restricted Services with reasonable skill and care provided you do not use them in any way which is contrary to our instructions.

2.3.2 We do not warrant that their use will be uninterrupted or error-free; or that they will meet your requirements.

2.3.3 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

2.3.4 We confirm that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations in providing the Services and shall, to the extent necessary in relation to our provision of the Services, comply at all times with all Regulations.

2.4. YOUR OBLIGATIONS

2.4.1 You shall at all times respect the Security and Compliance Perimeter and not attempt to access any Customer Data or Sensitive Financial Data and shall use your best endeavours to ensure that your Authorised Users and Customers do the same.

2.4.2 You confirm that where we or our Service Partners provide Restricted Services this is because we or they hold the necessary licence or authorisation to do this and you shall not attempt to replicate these services or represent that they are supplied by you.

2.4.3 You shall provide all necessary co-operation in relation to your access to the System and Services and all necessary access to such information as may be reasonably required by us in order to provide the Services, including but not limited to Customer Data, security access information, configuration services, and information and documentation (whether copies, original documents, certified translated or otherwise) that we reasonably require to meet obligations regarding anti-money laundering and other relevant Regulations.

2.4.4 It may be that we or a Service Partner requires you to obtain some authorisation of licence in order to enable you to offer or continue to offer Payment Applications in the Live Environment. Should this occur you will provide all assistance to enable such registration and understand that if this requirement cannot be met the Services must be terminated.

2.4.5 You agree to:
i. carry out all your responsibilities set out in these Terms in a timely and efficient manner;
ensure that the Authorised Users use the Services in accordance with these Terms and be responsible for any Authorised User’s breach;
ii. obtain and maintain any necessary licences, consents, and permissions you need to hold for us to perform our obligations under this agreement;
ensure that your network and systems comply with the any relevant specifications provided by us from time to time;
iii. be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres; and
iv. comply with any terms and conditions required by any of our Service Partners and use your best endeavours to ensure that where relevant Authorised Users do the same.

2.4.6 You accept that we may contact your Customers at any time to verify that the Services are being used in accordance with the terms of this Agreement.

2.5. DATA

2.5.1 You shall own all right, title and interest in and to all of your Customer’s Data other than Sensitive Financial Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such Data.

2.5.2 We shall follow our archiving procedures for Data. In the event of any loss or damage to Customer Data we shall use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up maintained. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up).

2.5.3 We shall, in providing the Services, comply with our then current privacy and security policy relating to the privacy and security of customer data as may be notified to you from time to time.

2.5.4 If we process any personal data on your behalf when performing our obligations we agree that (otherwise than regarding Sensitive Financial Data) you are the data controller and we are a data processor and in any such case you:

  1. acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you and any Authorised Users are located in order to carry out the Services;
    ii. shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf;
    iii. shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.

2.5.5 We shall each take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data or its accidental loss, destruction or damage including but not limited complying with any requirements of PCI DSS that apply to it.

2.5.6 We shall each comply with all current relevant Regulations as they apply to the handling of data and in particular the General Data Protection Regulations (EU 2016/679).

2.5.7 You are not the controller of Sensitive Financial Data which we process of behalf of Service Partners.

2.6. INTELLECTUAL PROPERTY RIGHTS

2.6.1 You acknowledge that we and/or our licensors own all Intellectual Property Rights in the System and Services. Your use of the Services does not grant you any rights to, or in, patents, copyrights, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the System or Services.

2.6.2 We confirm that we have all the rights in relation to the System and Services that are necessary to allow you access in accordance with these Terms.

2.7. CONFIDENTIALITY

2.7.1 We each may be given access to Confidential Information of the other in order to perform our obligations under this agreement.

2.7.2 We each agree that our Confidential Information shall not be deemed to include information that:
i. is or becomes publicly known other than through any act or omission of the receiving party;
ii. was in the other party’s lawful possession before the disclosure;
iii. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
iv. is independently developed by the receiving party, which independent development can be shown by written evidence; or
v. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

2.7.3 We each agree that each of us shall hold the other’s Confidential Information in confidence and, unless required by law, 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 provision and use of the System and Services in accordance with these Terms.

2.7.4 We shall each take all reasonable steps to ensure that the other’s Confidential Information to which we have access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

2.7.5 Neither of us shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

2.7.6 You acknowledge that details of the System and Services and Sensitive Financial Data constitute our Confidential Information.

2.7.7 We acknowledge that the Customer Data is your Confidential Information.

2.7.8 You agree that during the Term we may refer to you in our promotional material as being a customer of ours for the use of the Services.

2.7.9 The provisions regarding Confidential Information shall survive termination of this agreement.

2.8. INDEMNITY

2.8.1 You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and the our System.

2.8.2 We shall defend you, your officers, directors and employees against any claim that the Services or the System infringes any patent effective as of the date you are granted access to the System, any copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:

  1. we are given prompt notice of any such claim;
    ii. you provide reasonable co-operation to us in the defence and settlement of such claim; and
    iii. we are given sole authority to defend or settle the claim.

2.8.3 In the defence or settlement of any claim, we may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.

2.8.4 In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:

  1. a modification of the Services or System by anyone other than us; or
    ii. your use of the Services or System in a manner contrary to the instructions given to you by us; or
    iii. your use of the Services or System after notice of the alleged or actual infringement from us or any appropriate authority.

2.8.5 The foregoing and state your sole and exclusive rights and remedies, and our entire obligation and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

2.9. LIMITATION OF LIABILITY

2.9.1 This clause sets out our entire financial liability including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:

  1. arising under or in connection with this agreement;
    ii. in respect of any use made by you of the Services or System or any part of them; and
    iii. in respect of any representation, statement or tortious act or omission including negligence) arising under or in connection with this agreement.

2.9.2 Except as expressly and specifically provided in this agreement:

  1. you assume sole responsibility for results obtained from your use of the Services. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you, or any actions taken by us at your direction;
    ii. 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
    iii. the Services are provided on an “as is” basis.

2.9.3 Nothing in this agreement excludes either of our liability:

  1. for death or personal injury caused by Our’ negligence; or
    ii. for fraud or fraudulent misrepresentation.

2.9.4 Subject to clause 2.9.2 and clause 2.9.3:

  1. we 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
    ii. our total aggregate liability in contract including in respect of the indemnity at clause 2.8.2), 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 the total Charges paid during the 12 months immediately preceding the date on which the claim arose.

2.10. TERM AND TERMINATION

2.10.1 This agreement shall commence on the date you are granted access to the System and shall continue until terminated by either of us notifying the other party of termination by giving at least 60 days’ written notice (“the Term”).

2.10.2 Without prejudice to any other rights or remedies to which either of us may be entitled, either of us may terminate this agreement immediately and without liability to the other if:
i. the other party commits a material breach of any of the terms of this agreement and if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
ii. any event occurs which, in the reasonable opinion of the terminating party, causes the other party to be unwilling or unable to comply with the terms of the agreement.

2.10.3 We may terminate this Agreement (or terminate or suspend the provision of all or part of any Services under this Agreement) with immediate effect and without liability to you if:

  1. we are required to do so by any Card Scheme or Regulatory Authority or under the Card Scheme Rules or Applicable Law; or
    ii. a Card Scheme, Payment Service provider, Service Partner or any other third party provider ceases to provide us with any service necessary for us to provide a Service to you; or
    iii. you use the Services for any unauthorised purpose; or
    iv. we reasonably consider that any act or omission of yours puts our operation of the Services at risk or there are persistent or serious complaints regarding your operating your business from your customers.

2.10.4 We may suspend or terminate the Service if a Card Scheme, Payment Service provider or other third party provider ceases to provide a material component of the Services or alters their terms in such a way as to make the Services unviable. In such circumstances we shall give you as much notice as possible.

2.10.5 On termination of this agreement for any reason:

  1. all licences granted under this agreement shall immediately terminate;
    ii. each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party; and
    iii. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

2.11. FORCE MAJEURE

Neither party shall have any liability to the other 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 its reasonable control, provided that the other is notified of such an event and its expected duration.

2.12. WAIVER

2.12.1 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

2.12.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

2.13. SEVERANCE

2.13.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

2.13.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

2.14. ENTIRE AGREEMENT

2.14.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

2.14.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

2.15. ASSIGNMENT

Neither of us shall without the prior written consent of the other (which consent shall not be unreasonably withheld or delayed), assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

2.16. NO PARTNERSHIP OR AGENCY

Nothing in this agreement is intended to or shall operate to create a partnership between us, or authorise either of us to act as agent for the other, and neither of us 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).

2.17. 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.

2.18. COMMUNICATIONS

2.18.1 How we’ll contact you

  1. We can deliver a notice or communication to you at the contact details which we last had for you; your registered office or electronically where we’ve agreed this. These notices include financial information and notices of changes to the agreement.
    ii. If your contact details change including any of your name, address, telephone number(s) or email address), you must tell us promptly to ensure you receive all communications.
    iii. You should ensure that your electronic device(s) are set up in order to receive our electronic communications.

2.18.2 How you should contact us: You should write to us at the email addresses and/or postal addresses notified to you by us from time to time.

2.19. GOVERNING LAW AND JURISDICTION

This agreement is governed by the laws of England and Wales. All disputes arising out of or relating to these Terms that we cannot settle to each of our satisfaction between us shall be subject to the exclusive jurisdiction of the courts of England and Wales. We each waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum.

 

3. DEFINITIONS

Where appropriate the definitions relating to payment services shall also apply to the General Terms and other sections of these Terms.

APIs: the application programme interfaces of the System;

Authorised Users: those of your employees, contractors and agents which are authorised to access the Services on your behalf as detailed in clause 1.5;

Business Day: any day which is not a Saturday, Sunday or public holiday in the UK or Malta;

Confidential Information: information regarding the business, affairs, customers, clients or suppliers of a party that is proprietary or confidential and is either clearly labelled as such or otherwise identified as Confidential Information or by its nature should reasonably be assumed to be confidential by the receiving party;

Customers: your customers who use those of your services that include your approved Payment Applications;

Customer Data: the data input into the System which is your Customers;

Data: the data which is input into the System by your Customer and Authorised Users for the purpose of using the Services or facilitating the Customer’s use of the Services which includes but is not limited to Customer Data and Sensitive Financial Data;

Integration: providing you with access to the System;

Intellectual Property Rights: all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or not) and all applications for the same which may now or in the future subsist anywhere in the world, including the right to sue for and recover damages for past infringements;

Innovator System: the websites, applications, ERPs or other systems of the Innovator which when combined with a Payment Model produce a Payment Application;

Modification: an updated version of the System which corrects faults, adds functionality or otherwise amends or upgrades the Software or Service including but not limited to any change in format of any reports provided by us or any details of our API;

Normal Business Hours: 8.00 am to 5.30 pm GMT/CET/CEST, each Business Day;
PCI DSS or Payment Card Industry Data Security Standards: the data security standards developed by the leading Card Schemes with which those processing Card data must comply;

Payment Application: the Payment Model configured by you for use with your Innovator System in live deployment using the Services;

Payment Model: a proprietary and configurable form of payment solution incorporating representations of identities, payment instruments and transactions that can be deployed within the Weavr System and which when deployed runs within the Weavr Security and Compliance Perimeter where it can be configured to connect with the appropriate Service Partners so as to enable payment processing in a commercial environment;

Payment Services: has the meaning given in the UK’s Payment Services Regulations 2017;

Prefunding Account: the virtual account operated by us for receipt of funds to be used for payment of Charges;

Processor: an entity which processes Card and Transaction data to and from the Card Scheme systems which complies with the Card Scheme requirements concerning PCI DSS and which has been selected by Our to process Card and Transaction data as part of the Services (and “Processing” shall be construed accordingly);

Regulations: all laws, statutes, statutory instruments, acts, regulations, orders and directives, and all orders, regulations and rules issued there under, as amended from time to time all codes of practice and guidance issued by government agencies, self-regulatory bodies and trade associations (whether or not having the force of law) including the Financial Conduct Authority (FCA) and the Card Schemes or any other relevant trade or industry body applicable to the conduct of the Services or in connection with their rights and obligations under this agreement;

Regulatory Authorities: the Financial Conduct Authority, any Card Scheme and any governmental or other body having jurisdiction over any Party, any party to any Issuer Terms and Conditions;

Restricted Activities: activities and component parts of the Services which require a licence or approval (whether from a Card Scheme, Regulator or otherwise) which must be provided by Weavr or one of its Service Partners, such activities including (but not limited to) Payment Services, Cardholder Solicitation and access to Sensitive Financial Data;

Run-Off Period: means the period following Termination during which there is continued provision of certain of the Services by us in accordance with the terms of this agreement;

Security and Compliance Perimeter: the area within the Weavr System within which Transactions are process and where Sensitive Financial Data resides and which complies with the Payment Card Industry Data Security Standards;

Sensitive Financial Data: data relating to a Transaction or other account activity which is designated as sensitive and/or confidential by Regulation or which by its nature it is reasonable to treat as sensitive and/or confidential;

Services: hosting the System for access by customers and Authorised Users; the configuration, testing and deployment of payment methods; enabling the various parties in a payment transaction to integrate and operate to provide an end to end service;

Service Partners: Regulated financial institutions, providers of processing, identity verification and anti-money laundering services and such other third parties as we may partner with from time to time whose services will then be available as part of the Service to enable the creating of Payment Applications and performance of Transactions;

Software: the software applications which underlie and form the System;

Solicitation: encouraging businesses to use Cards through use of the Services;

System: the software system known as Weavr created by us to enable the configuration, testing and commercial launch and operation of Payment Models;

Term: has the meaning given in clause 2.11;

Trademarks: the trademarks, trade names, logos, and designs as notified by us to you from time to time;

Transaction: the payment for goods or services or the transfer of value by use of a Card including withdrawals and transfers to other Cards made within the Live Environment;

Value Added Tax: value added tax or VAT chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax;

Virus: any thing or device including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

Weavr Platform: the combined hardware and software we operate from which the Services can be accessed.