API terms and conditions (premium)

API terms and conditions (premium) contents

Services Order Form

1. Definitions: definitions.
2. Term: commencement of term; end of term (initial and renewal periods); each services order form creates distinct contract.
3. Set Up Services: obligation to provide set up services; set up services timetable; delays in set up services consequent upon
   Customer
   delays; hosted services set up and intellectual property rights.
4. 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.
5. 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.
6. Service Data: licence to use service data; prohibitions on use of service data; security of service data.
7. Customer
   Data: licence of
   Customer
   data; licence of
   Customer
   data for machine learning purposes; licence of 
   Customer
    data for aggregation purposes; warranties relating to
   Customer
   data; back-up of
   Customer
   data (API services); restoration of
   Customer
   data.
8. Customisations: agreement of parties to customisation (with SoF); rights in customisations owned by first party; rights to use customisations; use of customisations by others.
9. Scheduled maintenance and Modifications: right to conduct scheduled maintenance and modify (API services); acknowledgement of modifications by 
   Customer
    (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).
10. Support Services: support services provision; standard of support services; support services in accordance with SLA; suspension of support services.
11. Customer
    obligations: general second party obligations; access to computer systems.
12. 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);
    Provider
     not responsible for supplying third party services;
    Customer
     responsibilities in relation to third party services (API services); charges relating to third party services; no warranties or liability in relation to third party services.
13. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
14. Representatives: instructions given by first party representatives; instructions given by second party representatives.
15. Management: management meetings; notice to be given when requesting management meeting; attendance of representatives at management meetings.
16. Change control: 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.
17. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
18. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
19. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
20. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
21. Confidentiality obligations:
    Provider
    confidentiality undertaking;
    Customer
    confidentiality 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.
22. Publicity: limited public disclosures; limited public disclosures by 
    Provider
    ; limited public disclosures by
    Customer
    ; confidentiality obligations overriding.
23. Data protection: compliance with data protection laws; warranty of
    Customer
    's right to disclose personal data (GDPR); details of personal data processed by 
    the Provider
     (GDPR); purposes of processing of personal data by 
    the Provider
     (GDPR); duration of personal data processing by
    Provider
    (GDPR); personal data processed by
    Provider
    on instructions (GDPR); authorised international transfers of personal data (GDPR); informing 
    Customer
     of illegal instructions (GDPR); personal data processed by
    Provider
    as required by law (GDPR); confidentiality obligations on
    Provider
     persons processing personal data (GDPR); security of personal data processed by 
    Provider
     (GDPR); appointment of sub-processor by
    Provider
    (GDPR); authorisation for
    Provider
    to appoint sub-processors (GDPR);
    Provider
     to assist with exercise of data subject rights (GDPR);
    Provider
     to assist with compliance (GDPR); obligation to notify 
    Customer
    of personal data breach (GDPR);
    Provider
     to provide data protection compliance information (GDPR); deletion of personal data by 
    Provider
     (GDPR);
    Provider
     to allow audit (GDPR); changes to data protection law.
24. 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.
25. 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.
26. Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
27. 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.
28. Provider
     insurance: 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.
29. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
30. 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.
31. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
32. Exit Assistance: right to exit assistance; exist assistance and basis of termination; period for provision of exit assistance; manner of provision of exit assistance;
    Customer
     cooperation for exit assistance; charges for exit assistance; exclusions from exit assistance;
    Agreement
     in force for exit assistance.
33. Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party; non-solicitation exception for general advertisements.
34. Anti-corruption: mutual assurance of compliance with anti-corruption laws; mutual obligation to notify anti-corruption law breaches;
    Provider
     anti-corruption obligations for associated persons; parties to maintain books and records relating to payments and benefits;
    Provider
     to comply with 
    Customer
     anti-corruption policy;
    Provider
     to 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.
35. Anti-slavery: mutual assurance of compliance with anti-slavery laws;
    Provider
     anti-slavery obligations for associated persons;
    Provider
     to comply with 
    Customer
     anti-slavery policy;
    Provider
     to maintain anti-slavery policies; breach of section constitutes material breach.
36. Anti-tax evasion: mutual assurance of compliance with anti-tax evasion laws;
    Provider
     anti-tax evasion obligations for associated persons;
    Provider
     to comply with 
    Customer
     anti-tax evasion policy;
    Provider
     to maintain anti-tax evasion policies; breach of section constitutes material breach.
37. 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.
38. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations; subcontracting of hosting.
39. Assignment: assignment by first party; assignment by second party.
40. No waivers: no unwritten waivers of breach; no continuing waiver.
41. Severability: severability of whole; severability of parts.
42. Third party rights: third party rights: benefit; third party rights: exercise of rights.
43. Variation: variation in writing and signed, subject to change control.
44. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
45. Law and jurisdiction: governing law; jurisdiction.
46. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

Schedule 1 (Availability SLA)

1. Introduction to availability SLA: purpose of API services availability SLA; informal definition of uptime (API services).
2. Availability: uptime commitment (API services); measurement of uptime; reporting of uptime measurements.
3. 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).
4. Exceptions: list of exceptions to availability commitment.

Schedule 2 (Support SLA)

1. Introduction: introduction to support SLA.
2. Helpdesk: helpdesk obligation; purpose of support services helpdesk; access to helpdesk; times of helpdesk availability; all requests for support to go through helpdesk.
3. 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.
4. Provision of Support Services: support services to be provided remotely.
5. Limitations on Support Services: excessive use of hosted services support; API support services training and misuse limitations.

Schedule 3 (Form of CCN)

1. Introduction: title of change; change control notice number; change proposor; date of change control notice; summary of proposed change.
2. Change details: insert details of change.
3. Impact of Change: impact upon resources; impact upon timetable; impact upon charges; other effects of proposed change.
4. 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)

1. Categories of data subject: prompt for categories of data subject.
2. Types of Personal Data: prompt for types of personal data.
3. Purposes of processing: prompt for personal data processing purposes.
4. Security measures for Personal Data: prompt for security measures for personal data.
5. Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.