Terms of Use

PLEASE READ THESE SDK TERMS OF USE CAREFULLY BEFORE USING THE RETAIL MERCHANT SERVICES SOFTWARE DEVELOPMENT KIT (SDK). BY USING THE SDK, YOU AGREE TO BE BOUND BY THESE SDK TERMS OF USE. IF YOU DO NOT AGREE TO THESE SDK TERMS OF USE YOU MUST NOT USE OUR SDK FOR ANY PURPOSE WHATSOEVER.

In these SDK Terms of Use, We, Our, Ourselves, Us or SDK Licensor means Retail Merchant Services Limited (a company incorporated in England and Wales under number 06079704 whose registered office is at Matrix House, North Fourth Street, Milton Keynes, MK9 1NJ) and You, Your or SDK Licensee means you (and if you are using the SDK on behalf of a legal person, business or other organisation (Organisation) includes you and also such Organisation).

These SDK Terms of Use set out Our and Your respective rights and obligations relating to use of Our SDK to integrate Your Solutions with Our Services (as defined below). If these SDK Terms of Use do not specifically say that You can do something in connection with the SDK, then You cannot.
By using the SDK on behalf of any Organisation, You represent and warrant (promise) that You have all necessary capacity and authority to enter into these SDK Terms of Use on behalf of such Organisation as a legally binding contract between such Organisation and Us in all applicable jurisdictions and that the Organisation enters into such contract.

We may update these SDK Terms of Use or any of the policies or other documents referred to in them from time to time by posting a notice of the update on https://github.com/Retail-Merchant-Services or any other webpage We may notify you of from time to time or by notifying You by any other reasonable means. Unless stated otherwise in the update, such updates shall take effect immediately after details of them are so posted. Please check https://github.com/Retail-Merchant-Services regularly for details of updates. If You do not agree to any such update You should stop using the SDK before the update takes effect.

Our SDKs and how We work with developers

Our SDK can be downloaded at https://github.com/Retail-Merchant-Services by requesting access from Us (see Access to the SDK below).

Our SDK's are intended to be used to help You to integrate your solutions (Solutions) with Our card terminals and payment processing services which We provide to Our merchants and customers (Services) using the RMS SmartBridge™ functionality.

Our SDK consists of certain content, APIs, documentation, libraries, any sample code or other content, materials, or data made available to You directly via the applicable SDK download in each case as updated or replaced by Us from time to time (collectively, the SDK).

As part of the SDK, we may provide You with access to documentation in relation to your use of the SDK, troubleshooting, and how to report issues. You must comply with any such documentation.

Access to the SDK

You agree:

  • to request access to the SDK from Us and You acknowledge that We reserve the right to approve or reject any such requests at Our sole discretion without reason;
  • to, once We approve Your request, download, install, and access the SDK only using the access details that We give You (Developer Account); and
  • to keep Your Developer Account secure and that You are responsible for any use of the SDK using Your Developer Account.

How You may use the SDK

You must ensure that Your use of the SDK complies with:

  • these SDK Terms of Use;
  • any applicable documentation or policies (including security requirements) We may notify You of from time to time;
  • any rules, operating regulations, procedures or bylaws issued by a payment network with which Our Services may be used in connection with; and
  • all relevant legislation, regulations, codes of practice, guidance and other requirements of any relevant jurisdiction, government or regulatory agency or other regulatory body,

in each case including any amendment, addition or replacement made from time to time.

What the SDK must not be used for

You must not use the SDK to interfere with or degrade Our Services in any way.

You must also not use the SDK for any unlawful purpose or activity whatsoever, including fraud or terrorism, or to promote any unlawful act, or in any way which:

  • makes any private information in the SDK or made available to you via Our Services publicly available;
  • causes or is intended to cause annoyance, inconvenience or needless anxiety;
  • is abusive, harmful, threatening or defamatory or may otherwise cause offence (including uploading any material that contains a virus or other malicious code);
  • does or could potentially breach a legal duty to anyone else (including a duty of confidentiality) or infringe a person’s right to privacy;
  • promotes discrimination or is likely to incite hatred; or
  • may infringe the intellectual property rights (e.g., copyright, trade marks, service marks, patents, database rights, know-how, design rights, domain names, know-how and rights in software (registered or not)) of anyone else (including Ours).

You must also not:

  • distribute, license, sell, rent, lease or otherwise deal in or encumber (like a guarantee, mortgage or security interest, for example) the SDK;
  • remove, obscure, interfere with or circumvent any feature of the SDK;
  • use the SDK for any other purpose than as set out in these SDK Terms of Use;
  • modify, add to, or otherwise enhance the SDK;
  • copy or decompile the SDK and shall not observe, reverse engineer, study or test the SDK (or any part of it), but only so far as the same cannot be restricted by law; or
  • infringe or copy Our code or content or the design of Our Services or the SDK.

Licenses to use the SDK

The SDK licensed under these SDK Terms of Use shall include any error corrections, patches, fixes, updates, upgrades, new releases or new versions subsequently received (if any) of the SDK and we may require You to comply with any additional or amended SDK Terms of Use in relation to any such updates. You agree that the form and nature of the SDK that We provide may change without prior notice to you and that future versions of the SDK may be incompatible with Solutions You have developed on previous versions of the SDK.

We grant You a non-exclusive, revocable, and non-transferable licence to download, copy, display, view and use the SDK to help You integrate your Solutions with Our Services using the RMS SmartBridge™ functionality, provided that You shall not:

  • create permanent copies of the SDK (and the content, material and data contained therein);
  • remove, alter, or cover up any trade mark, service mark, copyright and other proprietary notices contained in the SDK;
  • without Our prior written consent, make derivative works of, or commercially distribute or otherwise exploit the SDK, or use the SDK in a way that inaccurately suggests an association between You and Us or Our licensors; or
  • otherwise use or exploit the SDK in any way for any purpose except as specifically permitted by these SDK Terms of Use.

This means that:

  • We can grant licences to anyone else (and retain rights to do things with the SDK Ourselves);
  • We can decide to take the licences back from You; and
  • You are not permitted to transfer Your rights to anyone else or to allow anyone else to use the SDK.

You accept that the SDK may contain third party intellectual property rights and You shall ensure that Your use of such SDK does not infringe those rights.

Except for Your right to use the SDK as specifically granted in these SDK Terms of Use, all intellectual property rights in and to the SDK are Ours and remain Ours (or Our licensors’).

If You acquire any intellectual property rights (e.g., copyright, trade marks, service marks, patents, database rights, know-how, design rights, domain names, know-how and rights in software (registered or not)) in the SDK, You shall transfer these rights (both existing and future) with full title guarantee to Us or anyone else We nominate (or You will make this happen immediately). You shall sign all documentation and do such things as We think necessary to transfer those rights.

You accept and understand that the SDK contain confidential and proprietary information and You shall not conceal, modify, remove, destroy or alter in any way any of Our proprietary markings on or in the SDK or any related materials and documentation.

Data protection

Certain personal data relating to users may be transferred to Us in connection with use of the SDK as described in Our privacy policy published on our website https://www.retailmerchantservices.co.uk/privacy-policy/ (as We may amend from time to time) (the Privacy Policy).

You shall at all times:

  • comply with all data protection laws in connection with the exercise and performance of Your rights and obligations under these SDK Terms of Use and ensure that Your collection, processing, use and disclosure of any personal data as part of the use by any person(s) and/or system(s) of the SDK complies with applicable data protection laws;

  • ensure that You (and all those acting on Your behalf) have a lawful basis for processing personal data using the SDK and that any such processing is performed in accordance with law;

  • ensure that each relevant merchant and other data subject whose personal data will be processed or transmitted by the SDK or shared with Us or any other person pursuant to Our Privacy Policy (as We may amend from time to time) has been provided with sufficient information (in an appropriate form) so as to enable fair, transparent and lawful processing (including sharing) of all such personal data by You and Us for the purposes and in the manner and on the lawful basis set out in the terms of Our Privacy Policy (as We may amend from time to time) in accordance with the obligations of each party under law; and

  • You shall keep copies of all notices, consents or other records and information necessary to demonstrate compliance with Your obligations relating to data protection and security under these SDK Terms of Use and promptly (and in any event within 2 days) on request from time to time provide Us with copies of all such records and information,

for the purposes of the above ‘data subject’, ‘personal data’ and ‘processing’ (and related expressions) shall have the meanings given in the UK GDPR (as defined in the Data Protection Act 2018).

Nothing in these SDK Terms of Use is intended to limit or exclude either Our or Your responsibilities or liabilities under applicable data protection laws.

SDK Licensor's rights

We have the right at any time to access Your Developer Account and to monitor Your use of Your Developer Account to ensure You are complying with these SDK Terms of Use.

You grant Us a royalty-free, perpetual, irrevocable, non-exclusive, transferable licence to use, reproduce, copy, download, view modify, publish, edit, translate, distribute, perform, display and otherwise utilise any content or material that You provide to Us through the SDK and any data or analytics generated from the same.

Our Marks

All trade marks, logos and service marks (the Marks) which appear on the SDK are Our registered and unregistered Marks or are licensed for use by Us by the owners of those Marks.

Other Marks are proprietary marks and are registered to their respective owners.

Nothing contained on the SDK should be construed as granting any licence or right to use any Marks displayed on the SDK without Our written permission. Any such use (if agreed to by Us in writing) must be strictly in compliance with any instructions We give to You.

Misuse of any Mark displayed on the SDK, or any other content on the SDK, except as provided herein, is strictly prohibited.

Confidentiality

You shall keep Our confidential information confidential. This includes any and all technical and non-technical information provided by Retail Merchant Services Limited to you, including but not limited to any trade secret, idea, invention, information, process, technique, algorithm, computer program (source and object code), design, drawing, formula, model, or test data relating to research projects, work-in- process, future developments, engineering, licenses, manufacturing, marketing, servicing, financing, personnel matters, past, present or future products, sales, suppliers, clients, customers, employees, investors, inventors, or business, whether in oral, written, graphic, electronic or other form (Confidential Information).

You shall only use Our Confidential Information to use, and undertake development work with, the SDK, and will give Us notice of any unauthorised misuse, disclosure, theft or loss of Our Confidential Information immediately upon becoming aware of this.

You shall not without Our prior written consent use, disclose, copy or modify Our Confidential Information (or permit others to do so) other than as is strictly necessary for You to be able to do what You are permitted and/or required to do under these SDK Terms of Use.

You may disclose Our Confidential Information to Your officers, employees, agents, professional advisers and contractors (and permit them to use, copy or modify Our Confidential Information) as is strictly necessary for You to be able to do what You are permitted and/or required to do under these SDK Terms of Use. Where disclosure to Your officers, employees, agents, professional advisers and contractors is necessary, You shall ensure such persons are made aware of and agree in writing to observe these same confidentiality obligations and at all times comply with them.

You may disclose Our Confidential Information as required by law. In the event that You become legally compelled to disclose any of the Confidential Information, then (to the extent permitted by law) You shall give Us prompt written notice of the fact so that We may take such steps to prevent such disclosure as We deem appropriate and You shall co-operate with Us in such manner as We may reasonably require.

Promises and disclaimers

You promise that:

  • You hold all rights and have obtained all licences required to use the SDK integration You develop and the SDK; and

  • Your use of the SDK will not infringe Our rights or anyone else's, nor will it breach any law or regulations.

To the maximum extent permitted by law, You accept that the SDK is provided on an ‘AS IS’ basis and that:

  • the SDK may not be free of bugs or errors and that the existence of bugs or errors shall not constitute a breach of these SDK Terms of Use;

  • You remain responsible for Your own hardware, content and any other data uploaded or incorporated through the SDK;

  • We accept no responsibility for any liability that arises in connection with anyone else unlawfully obtaining access to Your Developer Account in order to abuse the nature and intent of the SDK; and

  • We accept no responsibility for any liability that arises in connection with the theft of Your username or password by unauthorised third parties.

We do not promise that the SDK shall be:

  • uninterrupted or error free; or

  • compatible with third party software or equipment.

Any promises that We make depend on You using the SDK in compliance with these SDK Terms of Use, and We shall not be liable for any problem arising from:

  • any modification made to any part of the SDK by anyone other than Us without Our express prior written consent; or

  • any defect or error wholly caused by any equipment or third party software used in connection with the SDK.

Subject to what it specifically says in these SDK Terms of Use and to the maximum extent permitted by law, We:

  • make no other promises and do not agree to any other terms and conditions (express, implied or statutory) in relation to the SDK or about results obtained from using the SDK; and

  • shall not be liable for any loss or damage arising out of any virus or other malicious code.

Your use of the SDK and any material downloaded or otherwise obtained through the use of the SDK is at Your own discretion and risk and You are solely responsible for any damage to Your computer system or other device or loss of data that results from such use.

We expressly disclaim all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement to the extent permitted under law.

Liability

You acknowledge that We are providing the SDK free of charge and that You use the SDK entirely at Your own risk. We exclude our liability to You to the maximum possible extent that We are permitted to under law.

We shall not be liable to You for any loss of profits, business, contracts, anticipated savings, goodwill, or revenue, any wasted expenditure, or any loss or corruption of data (regardless of whether any of these are direct, indirect or consequential), or any indirect or consequential loss or damage whatsoever, arising under or in connection with these SDK Terms of Use, even if We were aware of the possibility that such loss or damage might be incurred by You.

We do not exclude or limit any liability to the extent the same cannot be excluded or limited by law (such as fraud, fraudulent misrepresentation, or personal injury resulting from Our or Our employees’ negligence or wilful default).

Other than as expressly stated, the limitations and exclusions of liability above apply to all losses, damages, liabilities and claims howsoever arising, including in negligence or otherwise.

Indemnification

You agree to indemnify Us against all losses or damage We may suffer related to:

  • the Solutions infringing the intellectual property rights of anyone (including Us);
  • any misuse of the SDK, including any claim Your use of the SDK infringes the intellectual property rights or privacy rights of anyone else; and
  • any breach by You of any promise or non-performance of any of SDK Licensee’s obligations under these SDK Terms of Use.

Changes to the SDK and these SDK Terms of Use

We may make changes to the SDK at any time and for any reason. We will notify You of such changes on https://github.com/Retail-Merchant-Services or any other webpage We may notify you of from time to time. If any change We make is not acceptable to You, stop using the SDK – Your continued use of the SDK means that You accept the change.

We are entitled to modify or add to these SDK Terms of Use at any time, and will notify You of the updated terms by posting them so that they are accessible via a link on https://github.com/Retail-Merchant-Services or any other webpage We may notify you of from time to time.

By using the SDK after We have posted the updated terms, You are agreeing to the updated terms. If You do not agree to the updated terms, You should not continue to use the SDK.

We may assign or transfer any of our rights and/or subcontract any of our responsibilities under these SDK Terms of Use to anyone we choose. You agree to sign any document we request you to in order to do this.

Termination

If You breach these SDK Terms of Use, Your rights to use the SDK will automatically terminate, and We can shut down or restrict Your access to the SDK.

Otherwise, the licences granted by Us under these SDK Terms of Use will continue until We terminate Your use (which we may do at any time for any reason and without notice) or You stop using the SDK and Your Account has not been used for 3 months.

In the event that any of the licences granted by Us under these SDK Terms of Use terminate for any reason You shall promptly permanently delete and destroy all copies of the SDK in Your possession or control.

Your obligations relating to the SDK, data protection, security and confidentiality and the indemnities and licences granted by You and the limitations and exclusions of liability set out in these SDK Terms of Use will continue even after any licences (and/or these SDK Terms of Use) have otherwise ended for any reason.

Governing law and jurisdiction

These SDK Terms of Use and any dispute or claim arising out of, or in connection with, these SDK Terms of Use, their subject matter or formation (including non-contractual disputes or claims) shall be:

  • governed by, and construed in accordance with, the laws of England and Wales; and

  • subject to the exclusive jurisdiction of the courts of England and Wales.

Notwithstanding the above, You irrevocably agree that We shall have the right to take, and shall not be prevented from taking, proceedings against You (including seeking injunctive relief) to settle any dispute or claim arising out of, or in connection with, these SDK Terms of Use, its subject matter or formation (including non-contractual disputes or claims) in any other court of competent jurisdiction and that We may take such proceedings in any number of jurisdictions, whether concurrently or not, to the extent permitted by law.


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