API terms and conditions (premium)
This is the long-form (premium) version of our API services T&Cs, incorporating a set of legal terms and conditions covering the provision of API services along with a skeleton order form.
The core provisions of these API services T&Cs, which are shared with the basic and standard versions, cover the obligation to provide and the right to use the API services, along with obligations to provide associated support and maintenance. There are also licences and warranties relating to customer data. Service level agreements for both availability and support are included as schedules to the T&Cs.
The extended provisions of these API services T&Cs, shared with the standard version but not included in the basic version, cover set up services, expenses and timesheets, proprietary data of the services provider, the integration of third party services, publicity materials, customer acknowledgements pertaining to the parties' respective obligations, and indemnities.
Supplementing the clauses contained in the standard version of our API T&Cs, this premium version includes the following optional provisions: (i) an acceptance testing procedure; (ii) obligations to produce and provide customisations to the customer; (iii) express authorities to provide contract-related instructions granted to identified party representatives; (iv) a contract management meeting schedule; (v) a contract change control process; (vi) an obligation on the services provider to carry insurance meeting defined minimum standards; (vii) contract exit procedures designed to help ensure service continuity for customers; (viii) non-solicitation clauses; and (ix) detailed legal compliance clauses covering anti-corruption, anti-slavery and anti-tax evasion.
The order form should be used to specify commercial terms and other customer-specific information - including the identity of the customer, the scope of any set up services, the details of the API and API services, applicable resource limitations, the details of customer applications that may be used to access the API services, charges and payment terms, party representatives and contact details for contractual notices.Ask about this document
API terms and conditions (premium) contents
- Definitions: definitions.
- Term: commencement of term; end of term (initial and renewal periods); each services order form creates distinct contract.
Set Up Services: obligation to provide set up services; set up services timetable; delays in set up services consequent uponCustomerdelays; hosted services set up and intellectual property rights.
- Acceptance procedure: obligation to carry our acceptance tests; assistance with acceptance tests; notification of results of API services acceptance tests; API services deemed to pass acceptance tests; information upon notice of failure of API services to pass acceptance tests; consequences of API services acceptance test failure; number of acceptance testing rounds; consequences of acceptance of API services.
API Services: provision of API services access credentials (set up services and acceptance procedure options); grant of licence to use API services; limitations on use of API services; prohibitions on the use of the API services; security of access credentials (API services); availability of API services and SLA; no damaging use of API services; no excessive use of the API services; no unlawful use of API services; no access to platform code. Service Data: licence to use service data; prohibitions on use of service data; security of service data.
- CustomerData: licence ofCustomerdata; licence ofCustomerdata for machine learning purposes; licence ofCustomerdata for aggregation purposes; warranties relating toCustomerdata; back-up ofCustomerdata (API services); restoration ofCustomerdata.
Customisations: agreement of parties to customisation (with SoF); rights in customisations owned by first party; rights to use customisations; use of customisations by others.
- Scheduled maintenance and
Modifications: right to conduct scheduled maintenance and modify (API services); acknowledgement of modifications byCustomer(API services); limitations on right to modify (API services); notice or prohibition of significant modifications (API services); notice of modifications generally (API services); security modifications (API services); notice of scheduled maintenance (API services); times for provision of scheduled maintenance; maximum aggregate time for scheduled maintenance (API services). Support Services: support services provision; standard of support services; support services in accordance with SLA; suspension of support services.
- Customerobligations: general second party obligations; access to computer systems.
- Integrations with
Third Party Services: integration of third party services (API services); right to integrate third party services (API services); activation of third party services integration (API services); right to remove third party services integrations (API services);Providernot responsible for supplying third party services;Customerresponsibilities in relation to third party services (API services); charges relating to third party services; no warranties or liability in relation to third party services.
- No assignment of
Intellectual Property Rights: no assignments of intellectual property rights.
- Representatives: instructions given by first party representatives; instructions given by second party representatives.
- Management: management meetings; notice to be given when requesting management meeting; attendance of representatives at management meetings.
Changecontrol: application of section to change requests; request changes at any time; change control notice to be in designated form; actions upon receipt of a change control notice; changes only take effect upon agreement of CCN.
- Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
- Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
- Timesheets: obligation to keep timesheets; obligation to supply timesheets.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
- Confidentiality obligations: Providerconfidentiality undertaking;Customerconfidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
- Publicity: limited public disclosures; limited public disclosures by Provider; limited public disclosures byCustomer; confidentiality obligations overriding.
- Data protection: compliance with data protection laws; warranty of Customer's right to disclose personal data (GDPR); details of personal data processed bythe Provider(GDPR); purposes of processing of personal data bythe Provider(GDPR); duration of personal data processing byProvider(GDPR); personal data processed byProvideron instructions (GDPR); authorised international transfers of personal data (GDPR); informingCustomerof illegal instructions (GDPR); personal data processed byProvideras required by law (GDPR); confidentiality obligations onProviderpersons processing personal data (GDPR); security of personal data processed byProvider(GDPR); appointment of sub-processor byProvider(GDPR); authorisation forProviderto appoint sub-processors (GDPR);Providerto assist with exercise of data subject rights (GDPR);Providerto assist with compliance (GDPR); obligation to notifyCustomerof personal data breach (GDPR);Providerto provide data protection compliance information (GDPR); deletion of personal data byProvider(GDPR);Providerto allow audit (GDPR); changes to data protection law.
- Warranties: first party general warranties; API services general warranties; warranty of legality of API services; API services intellectual property infringement warranty; breach of API services infringement warranty; second party warranty of authority; exclusion of implied warranties and representations.
- Acknowledgements and warranty limitations: API services not error-free; API services not entirely secure; API services compatibility limitation; no legal etc advice with API services.
- Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
- Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software (subject to back-up obligations); no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
- Providerinsurance: obligation to arrange and maintain insurance; types and amounts of insurance cover (professional, cyber, public and employer); period of insurance cover; insurance company requirements; obligation to provide insurance documentation; insurance and subcontractors.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
- Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment; rights of termination supplemental or exclusive.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
Exit Assistance: right to exit assistance; exist assistance and basis of termination; period for provision of exit assistance; manner of provision of exit assistance;Customercooperation for exit assistance; charges for exit assistance; exclusions from exit assistance;Agreementin force for exit assistance.
- Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party; non-solicitation exception for general advertisements.
- Anti-corruption: mutual assurance of compliance with anti-corruption laws; mutual obligation to notify anti-corruption law breaches; Provideranti-corruption obligations for associated persons; parties to maintain books and records relating to payments and benefits;Providerto comply withCustomeranti-corruption policy;Providerto maintain anti-corruption policies; mutual co-operation with anti-corruption exercises; document does not prevent of reporting anti-corruption breaches; breach of section constitutes material breach.
- Anti-slavery: mutual assurance of compliance with anti-slavery laws; Provideranti-slavery obligations for associated persons;Providerto comply withCustomeranti-slavery policy;Providerto maintain anti-slavery policies; breach of section constitutes material breach.
- Anti-tax evasion: mutual assurance of compliance with anti-tax evasion laws; Provideranti-tax evasion obligations for associated persons;Providerto comply withCustomeranti-tax evasion policy;Providerto maintain anti-tax evasion policies; breach of section constitutes material breach.
- Notices: section applies to all contractual notices; contractual notices must be in writing; methods of sending contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
- Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations; subcontracting of hosting.
- Assignment: assignment by first party; assignment by second party.
- No waivers: no unwritten waivers of breach; no continuing waiver.
- Severability: severability of whole; severability of parts.
- Third party rights: third party rights: benefit; third party rights: exercise of rights.
- Variation: variation in writing and signed, subject to change control.
- Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
- Law and jurisdiction: governing law; jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
Schedule 1 (Availability SLA)
- Introduction to availability SLA: purpose of API services availability SLA; informal definition of uptime (API services).
- Availability: uptime commitment (API services); measurement of uptime; reporting of uptime measurements.
- Service credits: earning service credits (API services); amount of service credits; application of service credits (API services); service credits are sole remedy; service credits upon termination (API services).
- Exceptions: list of exceptions to availability commitment.
Schedule 2 (Support SLA)
- Introduction: introduction to support SLA.
- Helpdesk: helpdesk obligation; purpose of support services helpdesk; access to helpdesk; times of helpdesk availability; all requests for support to go through helpdesk.
- Response and resolution: API services support issue categorisation; allocation of support issue severity categories; support response times; contents of response to support request; support resolution times.
- Provision of
Support Services: support services to be provided remotely.
- Limitations on
Support Services: excessive use of hosted services support; API support services training and misuse limitations.
Schedule 3 (Form of
- Introduction: title of change; change control notice number; change proposor; date of change control notice; summary of proposed change.
Changedetails: insert details of change.
- Impact of
Change: impact upon resources; impact upon timetable; impact upon charges; other effects of proposed change.
- Agreement to
Change: acceptance of change by signature; form of signature block for first party; form of signature block for second party.
Schedule 4 (Data processing information)
- Categories of data subject: prompt for categories of data subject.
- Types of
Personal Data: prompt for types of personal data.
- Purposes of processing: prompt for personal data processing purposes.
- Security measures for
Personal Data: prompt for security measures for personal data.
- Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.