API terms and conditions

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These terms and conditions are designed to regulate contracts for the provisions of API (application programming interface) services.

Under the core provisions of the API contract, the services provider grants to the customer a right to use the API services. This right may be limited by reference to the software applications that are permitted to make calls to the API and/or by reference to the purposes for which the API may be used. Particular call/resource limitations may also be specified. A set of acceptable use rules prohibits unlawful usage, sub-licensing, unauthorised access, republication, alterations, security testing, service monitoring, competitive uses, AI algorithm training, and/or reverse engineering. When editing, you can pick and choose the rules that suit your service.

A relatively sophisticated licensing clause provides a range of options for service providers in relation to customer data. As well as the core usage licence, the services provider may be authorised to use customer data to train AI algorithms and/or to create anonymised aggregated data sets for use elsewhere in the provider's business. If you are thinking of including these supplemental licence provisions, you will need to think carefully about your role and obligations under data protection law with respect to any personal data included in the customer data.

The standard and premium versions of the API contract also include a clause licensing services provider data for use by the customer.

All versions of the API contract cover associated support and the ongoing modification of the API services by the services provider.

Regarding the contract term, the API contract provides two options. First, the contract may continue for an indefinite period subject to termination on notice by either party. Second, the contract may continue for a defined initial period and subsequent defined renewal periods, in which case it will only be terminable for convenience at the end of one such period.

Confidentiality and data processing clauses are included.

An availability SLA (service level agreement) is also included as a schedule to the API contract terms.

Each set of API contract terms and conditions is accompanied by a skeleton order form. This can be implemented as an online or offline form and should be used to specify contract variables and to capture the agreement of the parties to the contract as a whole.

The API contract comes in three flavours: basic, standard and premium. Choose the simplest format that contains everything you need (see the contents tab).

The API terms and conditions include the following provisions

  1. Definitions
  2. Term
  3. Set Up Services (standard and premium only)
  4. Acceptance procedure (premium only)
  5. API Services
  6. Service Data (standard and premium only)
  7. Customer Data
  8. Customisations (premium only)
  9. Scheduled maintenance and Modifications
  10. Support Services
  11. Customer obligations 
  12. Integrations with Third Party Services (standard and premium only)
  13. No assignment of Intellectual Property Rights
  14. Representatives (premium only)
  15. Management (premium only)
  16. Change control (premium only)
  17. Charges
  18. Expenses (standard and premium only)
  19. Timesheets (standard and premium only)
  20. Payments
  21. Confidentiality obligations
  22. Publicity (standard and premium only)
  23. Data protection
  24. Warranties
  25. Acknowledgements and warranty limitations (standard and premium only)
  26. Indemnities (standard and premium only)
  27. Limitations and exclusions of liability
  28. Provider insurance  (premium only)
  29. Force Majeure Event (standard and premium only)
  30. Termination
  31. Effects termination
  32. Exit Assistance (premium only)
  33. Non-solicitation of personnel (premium only)
  34. Anti-corruption (premium only)
  35. Anti-slavery (premium only)
  36. Anti-tax evasion (premium only)
  37. Notices (standard and premium only)
  38. Subcontracting
  39. General (separate clauses in premium version)
  40. Interpretation

Schedule 1 (Availability SLA)

Schedule 2 (Support SLA)

Schedule 3 (Form of CCN) (premium only)

Schedule 4 (Data processing Information)

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