Version//February 2021

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. Weavr enables businesses to build and test payment solutions in a realistic environment in which the functionality and utility of the solution can be tested but without exposure to the usual risks and costs associated with the live online commercial setting. We call this our “Sandbox Environment”.
  3. These terms apply to the use of 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 Live Account and agree to additional terms.

1. SANDBOX ENVIRONMENT

With your acceptance of these terms we are granting you access to a dedicated 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, build, integrate and test your preferred payment service for embedding in your Application.

1.1.2 You agree to use the Sandbox Environment only for the purposes of developing your Application in accordance with all applicable laws and 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 the available 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 access for a period which we determine as suitable.

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

     i. you using the Services in the Sandbox Environment for any purpose that in our reasonable opinion is in breach of any applicable law or which may         damage the reputation of our business or that of any of our Service Partners;
     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 are 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 2.4 ii, prohibiting any attempts to reverse engineer the Weavr Platform and the overloading of the Services and/or System 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 In the Sandbox Environment our System simulates the services of our Service Partners to enable you to build and test your Applications. When you are ready to move to the Live Environment you will need to engage directly with the relevant Service Partners, providing information about intended use, end-customer terms, control measures and similar information regarding your 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 for their services, and we take no responsibility for their decisions.

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 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 Application is suitable for us to host.

1.3.3 You will need to test and prove your 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

1.5.1 To make your Application available for commercial use you must move it from the Sandbox Environment to the Live Environment, creating your Live 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.

1.5.1 Once you have an account for the Live Environment you may still need to use the Sandbox Environment to further develop and test your Application. Such use shall continue to be subject to these Sandbox Terms of use. If there is any discrepancy or conflict between these terms and the Live Environment terms of use then the relevant provisions of the Live Environment terms shall apply.

 

2. Services

2.1. There is no charge for access to the Sandbox Environment, but it is subject to the following stipulations:

i. Access and availability is provided “as is”. We make no warranty and give no undertaking that access will be available for any given period or at any given time; Access is for development and testing of your

ii. Application, not for commercial use and you must not access or allow others to access the Sandbox Environment for any purpose other than development and testing of your Application;

iii. We may in our absolute discretion suspend or cease access at any time and for any duration. We will make reasonable attempts to give you prior notice before we do this.

2..2 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.

2.3 You shall not:

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

2.3.2 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 for the purposes of this clause 2.3.2 we shall view more than 50,000 API calls in any calendar months as potential excessive and reservice the right to terminate your access to the Service accordingly.

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:

i. 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 build 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.

2.5 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.

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

2.5. DATA

All data used in the Sandbox Environment should be anonymous test data. We do not guarantee that any data you enter will be stored or backed up in our System and you are responsible for backing up any data you need.

Where we use or process any personal data relating to you and your Authorised Users in relation to your use of the Sandbox Environment we shall do so in accordance with our Privacy Policy which you can view here: https://www.weavr.io/privacy-policy/.

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 constitute our Confidential Information.

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

2.8. TERMINATION

2.8.1 Your access to the Sandbox Environment is to enable you to develop and test your Application and move it to the Live Environment.

2.8.2 Access will be terminated by us if:

i. After what we believe is a reasonable period you have failed to launch a Application in the Live Environment,

ii. Having launched a Application in the Live Environment your relationship with us or any Service Provider is terminated for any reason;

iii. We cease to provide the Service for any reason;

iv. We are required to terminate it by any applicable law.

2.8.3 On termination of this agreement for any reason:

i. 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.

2.8.4 We shall be entitled to amend our Services or any component part of them or these terms and conditions from time to time. We shall give you as much notice of this as we are able.

2.9. 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.

2.10. 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.

2.11. COMMUNICATIONS

2.11.1 How we’ll contact you

i. 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.

2.11.2 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.

 

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.