API terms and conditions (standard)

API terms and conditions (standard) 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. API Services: provision of API services access credentials (set up services option); 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.
5. Service Data: licence to use service data; prohibitions on use of service data; security of service data.
6. 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.
7. 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).
8. Support Services: support services provision; standard of support services; support services in accordance with SLA; suspension of support services.
9. Customer
   obligations: general second party obligations; access to computer systems.
10. 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.
11. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
12. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
13. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
14. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
15. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
16. 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.
17. Publicity: limited public disclosures; limited public disclosures by 
    Provider
    ; limited public disclosures by
    Customer
    ; confidentiality obligations overriding.
18. 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.
19. 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.
20. 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.
21. Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
22. 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.
23. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
24. 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.
25. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
26. 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.
27. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations; subcontracting of hosting.
28. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
29. 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 (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.