Sandbox Evaluation Agreement

Effective Date: [Dynamic Field: Auto-Timestamp – recorded in CET]

Evaluator Name: [Dynamic Field: Evaluator Name]

Evaluator Address: [Dynamic Field: Evaluator Address]

Evaluator Email: [Dynamic Field: Evaluator Email]

Acceptance IP Address: [Dynamic Field: IP address captured at click-acceptance]

Term Length: [Dynamic Field: Term Length]

By scrolling to the end of this Agreement and opening each linked Annex, selecting all mandatory checkboxes, and then clicking the enabled “I Agree” button, you, [Evaluator Name] (“Evaluator” or “you”), accept and agree to be bound by the terms of this Evaluation Agreement (“Agreement”) with SICPA SA, located at Avenue de Florissant 41, 1008 Prilly (“SICPA”, “we” or “us”). If you are accepting on behalf of an entity, you represent that you have the authority to bind that entity. This Agreement is effective as of the Effective Date. “Party” means either SICPA or the Evaluator individually; “Parties” means both of them collectively. 

ABOUT THIS EVALUATION.
SICPA provides access to its digital identity solution (“System”) for non-commercial testing purposes. This Agreement sets forth the terms and conditions governing your limited evaluation of the System  (“Evaluation”).

1. SCOPE OF ACCESS TO A NON-COMMERCIAL EVALUATION
Subject to the terms of this Agreement, SICPA grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the non-commercial test environment solely for the Evaluation. No production or live deployments are permitted and SICPA is not responsible for unauthorized access, interference, or data loss.

2. ROLES, RESPONSIBILITIES, AND AUDIT RIGHTS
2.1 SICPA Obligations
•    SICPA will deploy access to the Evaluation environment as described in Annex A, which is hereby incorporated by reference.
•    SICPA may modify, suspend or discontinue the System or the Evaluation environment at any time without liability and, where practicably, with prior electronic notice.
•    SICPA will process your business-contact data as defined in accordance with the SICPA Privacy Notice, which is hereby incorporated by reference. 
2.2 Evaluator Obligations
•    You must use the System lawfully and only as expressly permitted.
•    You shall not upload or process any personal data other than the business contact data identified in section 2.1. [Mandatory checkbox acknowledgment.]
•    You agree to use only dummy names and data during the Evaluation.
•    You shall not (a) copy, download, screen-scrape, or otherwise reproduce any part of the System or its output; (b) disassemble, decompile, reverse-engineer, or attempt to discover any source code; (c) perform penetration testing, load testing, or vulnerability scanning; (d) use the System with live or production data; or (e) permit any third party to access the System or any output.
•    You will defend, indemnify, and hold harmless SICPA against any third-party claims arising out of your breach of this Agreement or your misuse of the System.
2.3 Audit Right
•    Upon seven (7) days’ written notice, SICPA may audit your compliance with this Agreement. The audit will be limited to a remote review of usage logs, records, and attestations reasonably related to the Evaluation. 
 

3. COSTS
Each Party will bear its own expenses in connection with this Agreement.

4. NO WARRANTY
You acknowledge that the System may be pre-release form and may contain errors. The System and its related services are provided “as is and as available”, to the maximum extent permitted under applicable law, SICPA expressly disclaims all warranties, whether express, implied or statutory, including any warranties of merchantability, fitness for a particular purpose, quiet enjoyment and non-infringement of third-party rights. Nothing in this Agreement limits any liability that cannot be disclaimed under mandatory Swiss law.

5. INTELLECTUAL PROPERTY AND FEEDBACK
•    SICPA retains all intellectual property rights in the System. No ownership right, title or interest in the intellectual property rights is transferred to you by this Agreement.
•    Your license to use the System, solely in object-code form, via remote access, is limited to the Evaluation.
•    All rights not expressly granted herein by SICPA are reserved by and for SICPA.
•    All feedback, suggestions, or ideas that you submit (“Feedback”) are, to the extent permissible under applicable law, hereby irrevocably assigned to SICPA, together with all intellectual property rights therein, and you waive any moral rights you may have in such Feedback. If such assignment is not enforceable, you grant SICPA a perpetual, royalty-free, worldwide, transferable licence to use such Feedback. [Mandatory checkbox acknowledgment.]
 

6. CONFIDENTIALITY
•    You agree to protect and keep confidential SICPA’s Confidential Information, as per the terms and conditions defined in Annex B - Confidentiality Undertaking. Annex B is hereby incorporated by reference. [Hyperlink to full Confidentiality Undertaking Annex B link.]

7. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement is governed by the laws of Switzerland, without reference to its conflicts of law provisions. The Parties expressly exclude application of the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any disputes will be exclusively resolved in the courts of Lausanne, Switzerland. Each Party irrevocably submits to the exclusive jurisdiction of those courts and waives any objection based on improper venue or forum non conveniens.

8. LIMITATION OF LIABILITY
•    To the maximum extent permitted by law, SICPA shall not be liable to you, including to your officers, directors, employees, staff, subcontractors or suppliers for (a) any indirect, special or consequential loss or damage; or (b) loss of data or other equipment or property; or (c) economic loss; or (d) any loss of actual or anticipated profit, interest, anticipated savings or business or damage to goodwill, in each case whether arising from negligence, breach of contract, tort or otherwise. Nothing in this section limits SICPA’s liability for gross negligence or wilful misconduct, or for death or personal injury.
•    The aggregate liability of SICPA (including its officers, directors, employees, subcontractors, suppliers, and affiliated companies) arising out of or in connection with this Agreement shall not exceed the greater of (i) CHF 1,000 or (ii) the amount of fees (if any) paid by you to SICPA under this Agreement. [Mandatory acknowledgment of Section 8 “I Agree” button.]

 

9. TERM AND TERMINATION
•    This Agreement starts on the Effective Date and lasts for the Term Length.
•    You may terminate this Agreement at any time for convenience upon written or electronic notice to SICPA. SICPA may terminate this Agreement for convenience with 5 days’ notice via email or in-app message.
•    Clauses 4 to 9 survive termination.

10. MISCELLANEOUS
•    Neither Party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labour disputes, governmental action, or internet failures, provided the affected Party promptly notifies the other.
•    You represent and warrant that (a) you are not located in, and will not access the System from, any jurisdiction subject to comprehensive Swiss, EU, U.S. or U.K. sanctions; (b) you are not a prohibited party under applicable export-control or sanctions regulations; and (c) you will comply with all anti-corruption, anti-bribery and export-control laws in connection with the Evaluation.
•    This Agreement constitutes the entire agreement between the Parties.
•    Amendments must be made in writing (including electronically) and will become binding upon your renewed click-acceptance; SICPA will notify you of material amendments at least seven (7) days prior to effectiveness.
•    You may not assign or transfer this Agreement, by operation of law or otherwise, without SICPA’s prior written consent. Any attempted assignment in violation of this Clause is null and void.
•    If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force, and the Parties will replace the unenforceable provision with an enforceable one that most closely achieves its intent.
•    You agree that your click constitutes an electronic signature and shall have the same legal force and effect as the exchange of original signatures. You also consent to receive all notices electronically.

This Annex B is concluded in the context of the Clickwrap Evaluation Agreement established between you and SICPA and sets out the terms and conditions applicable to you in relation to the use and protection of SICPA’s Confidential Information. Save as expressly provided herein, this Annex B is incorporated by reference in, and is subject to, all terms and conditions of the Clickwrap Evaluation Agreement.  

1. “Confidential Information” means any data or information of whatever nature or form (whether oral, visual, electronic, written or otherwise), whether or not represented as confidential and that relates to SICPA or any of its Affiliates’ past, present or future research, development, business activities, products or services, including without limitation unannounced offerings, services, developments, inventions, processes, plans, forecasts, projections, financial information. Confidential Information does not include information that: (a) was lawfully known to you without restriction prior to disclosure by SICPA, as evidenced by contemporaneous written documentation; (b) is or becomes publicly available through no breach of this Agreement or other wrongful act by you; (c) is rightfully received by you from a third party and without breach of any obligation of confidentiality of such third party; (d) it has been approved for release by the written authorization of SICPA; or (e) is required to be disclosed pursuant to a final binding order of a governmental agency or court of competent jurisdiction, provided that you give SICPA prompt written notice of such requirement (unless prohibited from doing so by mandatory law) prior to such disclosure and take reasonable steps to protect the confidential information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement.

    

2. You acknowledge that SICPA may, in the course of this Agreement, disclose Confidential Information to you. You agree that any Confidential Information you receive shall be used solely for the purpose of performing your obligations under the Agreement. You shall protect such Confidential Information with at least the same degree of care that you employ to safeguard your own confidential information of like importance, but in no event less than reasonable care. You shall (i) restrict disclosure of Confidential Information to those of your officers, employees, contractors and advisers (“Representatives”) who have a need to know the same for the permitted purpose and who are bound by written confidentiality obligations no less protective than those herein, and (ii) not copy, reproduce, disassemble, decompile, reverse-engineer, modify, create derivative works from, sublicense or otherwise exploit the Confidential Information except as expressly permitted by this Agreement.

    

3. You shall not, and shall cause your employees and Representatives not to, at any time (a) disclose, license, transfer or otherwise make available to any person or entity any Confidential Information of SICPA; or (b) use or reproduce any Confidential Information of SICPA except as expressly permitted under this Agreement.

    

4. All Confidential Information and all copies thereof remain the property of SICPA. Upon the earlier of (i) SICPA’s written request or (ii) completion of the evaluation, you shall, within 5 business days, return to SICPA or, at SICPA’s option, securely destroy (and certify such destruction in writing) all documents, media and other tangible or intangible embodiments of the Confidential Information, including all summaries, analyses and back-up copies.

    

5. The confidentiality and non-use obligations set out in this Annex B shall survive for a period of 5 years from the termination or expiration of the Agreement; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, such obligations shall continue for so long as such Confidential Information remains a trade secret.

    

6. You acknowledge that any breach of the obligations in this Annex B may cause irreparable harm to SICPA for which monetary damages may be inadequate and that, in addition to any other remedies available at law or in equity, SICPA shall be entitled to seek injunctive or other equitable relief to prevent or curtail any such breach, without the necessity of posting bond or proving actual damages.

Version Control

This Agreement is version-controlled. The current version is version 1 – October 2025 Amendments will be posted with a dynamic link. Prior versions will be archived and available on request.

The “I Agree” button will remain inactive until you have (i) scrolled to the end of this Agreement, (ii) opened Annex A and Annex B, and (iii) ticked every mandatory checkbox. By clicking “I Agree,” you confirm that you have read, understood, and accepted the terms of this Agreement.