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PayU Developer's Agreement

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  1. Purpose
  2. Effective Date
  3. Access to our Staging Environment
  4. Licence
  5. Conditions
  6. Testing
  7. Intellectual Property
  8. Indemnity
  9. Disclaimer
  10. General Requirements of the Developer
  11. General Terms

INTRODUCTION

  • This PayU Developer’s Agreement (“Agreement”) is entered into between you and PayU Payment Solutions Proprietary Limited, registration number 2009/017393/07 (also referred to “us”, “our”, or “we”).

    You must read the terms of this PayU Developer Agreement carefully. The terms and conditions of this Agreement apply each time you access and use our Licensed Materials (as defined below) that we make available to you. It is an important document which you must read and understand. You should pay special attention to the parts in bold as they have especially important steps that you must comply with and contain consequences for you.

     

    It is important that you read this Agreement with our Website Terms and any additional terms and conditions and policies incorporated in this Agreement by reference. If you do not agree with anything in this Agreement, then you may not use any of the Licensed Materials. By accessing or using our Licensed Materials, you are regarded as having read and agreed with this Agreement.
  1. Purpose

    This Agreement sets out the rules around:

    1. your use and/or access of PayU’s application programming interface(s) (“PayU API”), other software (including shopping carts, platforms, or mobile SDKs), any accompanying or related documents, or any content specifically made available to you (collectively the “Licensed Materials”) for the purposes of (i) developing, testing and/or hosting a website that integrates with a PayU Product or Service, or (ii) building or using a mobile application that integrates or is intended to integrate with a PayU Product or Service, irrespective of whether such use of the Licensed Materials is for your own benefit or for the benefit of a third party;
    2. your use, and conditions of use, of PayU’s trade marks (including word marks, logos, fonts, infographics, videos and/or slogans, text, graphics, icons, designs, hyperlinks, domain names, information) owned and/or ordinarily used by PayU (whether registered or not) and any other branding or marketing materials made available to you for use in connection with the Licensed Materials (“PayU Branding”); and
    3. your access to PayU’s allocated developers/ staging environment (“Staging Environment”) for the purposes of carrying reasonable tests to determine a PayU Product or Service is suitable to the system, website or application in which such PayU Product or Service is being or is intended to be integrated with prior to entering a live environment.
  2. Effective Date

    Your access and continued use of our Licenced Materials, including your access to our Staging Environment, means that you agree to enter into a legally binding contract with us upon these terms with effect from the date that you access our Staging Environment, or access receive or use any Licensed Materials, PayU Branding from PayU, whichever is the earlier) (“Effective Date”).

  3. Access to our Staging Environment

    1. As a developer, you may test the functionality and suitability of PayU Product’s and/or Services in our Staging Environment using PayU’s developer’s tools made available through PayU’s Developer’s Portal accessible at http://help.payu.co.za/display/developers/Home.
    2. When testing in our Staging Environment, you may only use de-identified data.
    3. You understand that the Staging Environment is not live and any transactions are simulated and not made available to the public.
  4. Licence

    Subject to the terms and conditions of this Agreement, PayU grants to you a non-exclusive, non- transferable limited licence to use the Licensed Materials for the purposes of testing and integration of PayU’s Product or Service.

  5. Conditions

    Your access to our Staging Environment and the Licence granted in paragraph 5 is subject to your adherence and compliance to the following conditions:

    1. Compliance with Developer’s Agreement: You must comply with this Agreement. You understand and agree that any violation of a term or condition in this Agreement, your licence to and ability to use and access to the Staging Environment or our Licensed Materials may be immediately terminated by PayU on no written notice to you.
    2. Compliance with our Website Terms and Conditions: Our Website Terms and Conditions and policies will also apply to your access and use of our Staging Environment, including by way of example only, our terms regulating acceptable use and behaviour. You must read, agree with, and accept all of the terms and conditions contained in our Website Terms and Conditions accessible at www.payu.co.za/legal/website-terms-and-conditions
    3. Compliance with the Integration Specifications: In order for you to successfully integrate with a PayU Product or Service, you are required to read, follow and adopt the processes set out in the applicable Integration Specifications provided to you by PayU. Whilst PayU takes all reasonable steps to make integration of our Products or Services as seamless and quick as possible, developers are required to have suitable skills and experience appropriate to the level of integration required to develop websites and/or applications in which our Products or Services will be integrated with. If a developer encounters any issues, please consult the Integration Specifications, test in the Staging environment and contact us at support@payu.co.za.
    4. Compliance with the Branding Guidelines: Unless otherwise agreed between you and PayU in writing, you are required to comply with our Branding Guidelines available to you in our Staging Environment.
    5. Compliance with the Business Rules: Certain Products or Services may contain specific business rules indicating important information, such as account and transaction limits, account security, registration and any additional PayU value added services which may have to be tested in a Staging Environment. If a Product or Service contains any specific Business Rules, the Business Rules will available in our Staging Environment and will be associated directly with the relevant Product or Service.
  6. Testing

    1. The Integration Specifications are available to you to assist you in the testing process. If you have any questions or encounter any issues during this integration process, you should contact PayU at support@payu.co.za. You will be required to (i) give us a brief explanation of what stage of the integration process you are in and (ii) a detailed written explanation of the issue or problem you are encountering in order for us to determine what the issue is and how we can assist you.
      If you have any issues during the integration process and you are complying with our Integration Specifications, you can contact us with a detailed explanation of your issue. We will then help you to make this step as fast as possible.
    2. You understand and agree that in no instances may any PayU Product and/or Service be signed off from the Staging Environment into a live environment until, the party receiving the PayU Product or Service (in other words, the merchant who will be provided with the necessary merchant credentials) has completed and entered into a binding legal agreement with PayU – such as an approved Application Form, General Service Terms and applicable Merchant Service Terms.
      All necessary legal agreements between the merchant and PayU must be signed before Go-Live
    3. To the extent practicable, PayU is entitled to participate during such testing and verification by you, if you notify us within a reasonable period in advance.
    4. If you determine that your integration acceptance tests have been successful in the Staging Environment, you must send us your confirmation by emailing us at help@payu.co.za.
      You must let us know if you have successfully tested, integrated and branded our Product or Service.
  7. Intellectual Property

    1. Although we grant you a licence to use our Licensed Materials in accordance with the provisions of this Agreement, you acknowledge that you have no claim of any nature in and to our Intellectual Property Rights. For the purposes of this Agreement, “Intellectual Property Rights” shall mean any patents, rights to inventions, copyright and related rights, moral rights, trademarks, service marks, logos, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, scripts, graphics, photos, sounds, music, videos, interactive features and the like, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world
    2. You agree not to copy, duplicate, sub-licence, reproduce, transmit, modify, reverse engineer, decompile, or disassemble our Licensed Materials, Branding Guidelines, Integration Specifications, Business Rules or any user manuals and/or any printed or online material associated with our Product or Service in any way whatsoever and you shall only use it for the purpose it is supplied. Should a Product or Service be terminated for any reason whatsoever, then you will destroy all copies of such documentation and any Licensed Materials over which you may have control in relation to such Product or Service.
    3. You will not at any time during or after termination or cancellation of the Integration Agreement dispute the validity or enforceability of our Intellectual Property Rights, or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of any of the Intellectual Property Rights and shall not counsel or assist any other person to do so.
    4. You may not use or alter any trade marks forming part of the Intellectual Property Rights, that could adversely affect our rights in our trade marks or their value and you agree to fully reimburse us for any loss or damage that we suffer as a result of any use by you of our trade marks which is not in accordance with this Integration Agreement and our Branding Guidelines.
  8. Indemnity

    As far as the law allows, you agree to defend, indemnify us and hold us and our officers, subsidiaries, holding companies, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers, and employees harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from:

    1. your use of and access to the Licensed Materials and our Products and Services;
    2. your violation of any term of this Agreement;
    3. your violation of any third party right, including without limitation any copyright, trademark, trade secret or other property, or privacy right; or
    4. any claim that your content caused damage to a third party. This defence and indemnification obligation will survive termination, modification or expiration of this Agreement and your use of the PayU Product and/or Service.
    This paragraph 8 constitutes an assumption of risk by you and limits and excludes liabilities, obligations and legal responsibility which we will have towards you and other persons. This paragraph 8 also limits and excludes your rights and remedies against us and places various risks, liabilities, obligations and legal responsibilities on you. Please ensure that you have read and understood the terms in this paragraph 8.
  9. Disclaimer

    Access to our Staging Environment, Integration Specifications and any information associated in and to our PayU Products or Services is provided to you on an “as is” and “as available” basis without warranties or guarantees whatsoever. You understand and agree that we do not guarantee that the Staging Environment or integration of a Product or Service will operate seamlessly, be error-free, of satisfactory quality or will be available at all times.

  10. General Requirements of the Developer

    1. You are required to be in good standing with PayU and not engage in acceptance practices that discriminate against or discourage the use of PayU’s Products or Services.
    2. Whilst PayU takes all reasonable steps to ensure that the integration of our Products or Services is as seamless and quick as possible, developers are required to have suitable skills and experience appropriate to the integration required for website, system and/or applications in which our Products or Services are to be integrated with. If a developer encounters any issues, please consult the Integration Specifications and test in the Staging Environment and then contact us at support@payu.co.za.
  11. General Terms

    1. If either of us fails or delays the exercise of any rights or remedies under the Agreement, we will not be deemed to have waived (i.e. given up) those rights or remedies in any way.
    2. If a court or similar body decides that any wording in the Agreement is invalid or unenforceable, that decision will not affect the rest of the Agreement, which will remain binding on both of us. However, if the wording that is invalid or unenforceable can be made valid and enforceable by deleting part of it, we will both treat the wording as if it is deleted, so that the remainder of the wording in question becomes valid and enforceable.
    3. The Agreement (including any other documents or policies incorporated into this Agreement) is the entire agreement between you and PayU with respect to your use of our Staging Environment and Licensed Materials.
    4. The Agreement is governed by South African law and you and PayU submit to the non-exclusive jurisdiction of the South African courts.