EV API Catalogue - Terms and Conditions

Version 1.1 dated 1st November 2018

EValue is a provider of financial technology products and has developed APIs which are made available to Customers by EValue for the purposes of providing or complementing online financial planning, investment guidance, engagement tools and/or advice.
The Customer wishes to use EValue's APIs in its business operations or customer propositions.
EValue has agreed to grant a licence to use the APIs and the Customer has agreed to license the APIs subject to the terms and conditions of this Agreement.
For the avoidance of doubt, EValue does not sell the APIs to the Customer and remains the owner of the APIs at all times.
The Customer is advised to read through the Frequently Asked Questions relating to the APIs made available on https://api.ev.uk/.

Definitions and Interpretation
The definitions and rules of interpretation in this clause apply in this Agreement.

Definitions:

Agreement	terms and conditions of this Agreement together with all Ancillary Documentation;
Agreement Commencement Date	The date that the Customer completes a subscription for the API’s on EValue's website or completes an Order Form (whether for a free trial, pilot trial or full access);
APIs	the Supplier's Application Programming Interface(s) as listed and as may be updated on EValue's website from time to time: https://api.ev.uk/;
API Services	the Hosting Services and/or Maintenance and Support provided to the Customer to support the provision of APIs;
Ancillary Documentation	the Privacy Policy, the Pricing Plan, the Credits Plan, the Frequently Asked Questions, the Supplier's guidelines, information or rules and any other ancillary documentation posted by the Supplier on the EValue Website https://api.ev.uk/ from time to time in relation to the APIs;
Authentication Details	means a unique access key or other certification or details required to validate access to and usage of the APIs as provided to the Customer by the Supplier from time to time;
Business Day	any day which is not a Saturday, Sunday or public holiday in England;
Credits	Each API request has a value in credits to be used or redeemed as outlined in the Credits Plan. The Customer's Purchase Plan will provide a specified number of Credits to be redeemed for a specified period. Please see Frequently Asked Questions for further clarity.
Customer	the person or entity subscribing for the APIs.
Customer's Business Related Claim	means: an investigation by or at the behest of a regulatory authority; or any subpoena or similar summons issued against the Supplier by a court of competent jurisdiction in relation to the subject matter of this Agreement; or any claim, demand or proceeding made or brought by any consumer customer of the Customer (including without limitation their sub-licensees, dependants, relatives and heirs and trustees and administrators, or other persons similarly connected with a pension scheme) which, in each of cases (a), (b) and (c) above, arises from the Customer's use of the APIs and the Supplier's performance under this Agreement or the use of or reliance on the APIs or any output of the APIs by any consumer customer of the Customer;
Customer Data	the data inputted into the information fields of the APIs, including personal data as defined by the Data Protection Act 1988 (or any successive legislation) by the Customer, Customer clients or by the Supplier on the Customer's behalf;
Data Protection Law	“Data Protection Law” means the Data Protection Act 1998 until and including 24th May 2018, and with effect from 25th May 2018 the General Data Protection Regulation 2016 ((EU) 2016/679) and in each case any successor or delegated legislation and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK, including where applicable the guidance and codes of practice issued by the Information Commissioner, the Financial Conduct Authority, the Article 29 Working Party or relevant supervisory authority from time to time; and all applicable Law in any jurisdiction relating to the processing or protection of personal data and privacy, including where applicable, the guidance and codes of practice issued by the Information Commissioner, the Financial Conduct Authority, the Article 29 Working Party or relevant supervisory authority from time to time.
Delivery Date	the date that the Customer has access to the APIs, whether a free trial or full access;
EValue's website	https://api.ev.uk/;
Fair Use Limit	a maximum of 20 simultaneous calls/requests per second;
Fees	the fees payable to the Supplier as may be varied in accordance with clause 6.6;
Hosting Services	the hosting services that the Supplier provides to allow access to and use of the APIs, including ongoing services, as described in clause 7;
Hosting Service Provider	The Bunker Ultra Secure Hosting Limited as at the Effective Date, as may be replaced from time to time and its replacement communicated to the Customer;
Intellectual Property Rights	means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Maintenance and Support	any error corrections, updates and upgrades that the Supplier may provide or perform with respect to the APIs and Hosting Services, provided to the Customer under this Agreement;
Normal Business Hours	9:00am – 5:00pm, local UK time each Business Day;
Permitted Purpose	to enable the Customer to integrate the APIs into its system(s) to allow the Customer to provide financial planning, investment guidance, engagement tools and/or advice directly to consumers;
Pricing Plan	Pricing Plan means the Pricing Plan on EValue's website or on the Order Form
Regulator	a statutory authority or agency regulating the business of the Customer in the UK from time to time;
SLA	the service level arrangements set out in Schedule 1;
Subscription	means the Customer's subscription for the APIs as completed on the EValue website;
Supplier	EValue Limited with registered office at Benyon House, Newbury Business Park, Newbury, Berkshire RG14 2PZ incorporated under the laws of England and Wales, company no.0738 2500 (“EValue”);
Termination Date	means the date on which this Agreement expires or terminates for whatever reason;
Updating	means the service EValue provides for regular updates of its APIs as more particularly described at clause 7.4;
Usage Period	the period specified in the Pricing Plan during which the Customer is able to use the Credits to access the APIs;
Virus	any thing or device (including any APIs, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any APIs, computer hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses, malware and other similar things or devices.

Headings are for convenience only and shall not affect the interpretation of this Agreement.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
A reference to in writing or written includes e-mail but not faxes.
References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
Any words following the terms “including”, “include”, “in particular” or any similar terms shall be construed as illustrative only and shall not limit the sense of the words preceding those terms.

API Services
1. EValue shall provide access to the APIs to the Customer for the Permitted Purpose in accordance with the terms of this Agreement.
2. Pursuant to the Customer's use of the APIs, the Customer may, subject to the restrictions and unauthorised activities set out in clause 4, use the APIs to meet the objectives as specified for each API on the EValue Website.
3. The Supplier provides access to the APIs and the API Services to the Customer in its absolute discretion and in the event of a material breach by the Customer the Supplier may change or suspend such access to the APIs or the API Services at any time without notice.
4. Where the Customer is authorised to make the APIs available to individuals or entities (“Sub-Licensees”), the Customer agrees to:
5. only make the APIs available to Sub-Licensees subject to and only for the duration of the Licence; and
6. ensure that each Sub-Licensee uses the Product in accordance with the terms of the Licence and is required to accept User Terms in the form of the User Terms set out in Schedule 2.
API Licence
1. The Supplier grants to the Customer, on and subject to the terms of this Agreement and any Ancillary Documentation, a non-exclusive, non-transferable licence (“Licence”) during the Licence Term (as defined in clause 5) to allow the Customer to access the APIs online for the Permitted Purpose.
2. The Supplier reserves the right to update or alter the Agreement at any time with or without notice to the Customer. The Supplier encourages the Customer to review periodically the most current version of the Agreement.
3. Choosing to continue to use one or more APIs after the posting of changes to the Agreement will mean that the Customer accepts the changes referred to in Clause 3.2.
4. The Customer understands and agrees that the APIs are provided “as-is” and that EValue assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
5. The Ancillary Documentation is hereby incorporated into this Agreement. If the Customer does not agree with the terms and conditions of this Agreement it must not use the APIs.
6. The Supplier reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently the APIs (or any part thereof) with or without notice. The Customer agrees that the Supplier shall not be liable to the Customer or to any third party for any modification, suspension or discontinuance of the APIs (or any part thereof).
Restrictions and Unauthorised Use
1. The rights provided under this Agreement are granted to the Customer only, and shall not be considered granted to any subsidiary, holding company or third party of the Customer, whether or not acting on behalf of the Customer, unless the Supplier agrees otherwise in writing.
2. The Customer is not permitted to assign, transfer or re-sell the APIs to any third party, unless the Supplier agrees otherwise in writing and the parties agree separate terms to those set out in this Agreement.
3. The Customer shall:
  1. access and use the APIs only in connection with the Authentication Details and shall keep any Authentication Details confidential at all times; and
  2. use reasonable endeavours to prevent any unauthorised access to, or use of, the APIs and notify the Supplier promptly of any such unauthorised access or use and shall co-operate with the Supplier promptly to investigate such unauthorised use.
4. The Customer shall not:
  1. store, distribute or transmit any Virus, or any material through the Hosting Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
  2. attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the APIs except to the extent expressly set out in this Agreement or as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties;
  3. attempt to modify, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the APIs, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties;
  4. access all or any part of the APIs or API Services in order to build a product or service which competes with the APIs and/or the API Services;
  5. use the APIs or API Services to provide services to any other third parties except as expressly set out in this Agreement or as may separately be agreed between the parties in writing; or
  6. attempt to obtain, or assist third parties in obtaining, access to the APIs, other than as provided under this clause 4.
Licence Term
1. The Customer shall subscribe for a certain number of Credits when subscribing for access to the APIs and this Agreement shall apply to the provision of the APIs for the period during which the Customer has unused Credits or the subscription period subscribed for, on the EValue Website by the Customer, whichever is the earlier (“Licence Term”).
Licence Fee, Charges and Payment
1. During the Licence Term the Customer shall pay either a monthly usage Fee or an annual usage Fee to access all APIs listed on the EValue website, in accordance with the Pricing Plan on the Order Form or on EValue's website, as appropriate, and in accordance with the terms of this Agreement, and each of the Fees are payable as follows:
  1. the monthly usage Fee is payable monthly in advance in accordance with the amount of Credits that the Customer has purchased. For the avoidance of doubt the Supplier will not refund the Customer the Fees if the Credits purchased for each month are not used up nor will the Supplier carry over any unused Credits for the relevant period to the following month;
  2. the annual usage Fee is payable annually in advance in accordance with the amount of Credits that the Customer has purchased. For the avoidance of doubt the Supplier will not refund the Customer the Fees if the Credits purchased for each year are not used up nor will the Supplier carry over any unused Credits to the following year; and
  3. the annual usage Fee is provided at a discount and is as set out in the Pricing Plan on EValue's Website.
2. All amounts and fees stated or referred to in this Agreement are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
3. All Fees for API credits are payable in advance and as set out in Payment Plan.
4. All Fees payable pursuant to this Agreement are subject to increase annually on 1 January in line with the United Kingdom Average Weekly Earnings Index (or any index superseding the same or agreed between the parties) over the immediately preceding 12 (twelve) month period.
Hosting Services, Maintenance and Support
1. The Supplier shall provide the Hosting Services from the Delivery Date and for the duration of the Licence Term.
2. The Supplier shall perform the Maintenance and Support services from the Agreement Commencement Date and for the Licence Term.
3. The Supplier shall instruct its Hosting Services provider to make the API hosting service available during the availability period specified in paragraph 1 of Schedule 2, except during any Updating.
4. The Supplier shall be entitled to update or replace the production version of an API with a new release (“Updating”) at any time.
5. The Supplier shall at all times endeavour to keep any service interruptions to a minimum and, where possible, post a note on the EValue Website to inform the Customer about any such service interruptions.
Customer Data
1. Data Controller and Data Processor shall have the meanings as set out in Data Protection Law.
2. The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
3. In the event of any loss or damage to Customer Data stored by the Supplier on the Customer's behalf, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
4. If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the Data Controller and the Supplier shall be a Data Processor and in any such case:
  1. the Customer shall ensure that the Customer is entitled to transfer the relevant Customer Data to the Supplier so that the Supplier may lawfully process the Customer Data in accordance with this Agreement on the Customer's behalf;
  2. the Supplier shall process the Customer Data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Customer from time to time;
  3. the Customer shall ensure that Personal Data (as defined under Data Protection Law) which is transferred to the Supplier shall be pseudonymised at all times;
  4. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Customer Data or its accidental loss, destruction or damage.
5. Registration data and certain other information about the Customer is subject to the Supplier's Privacy Policy.
6. The Customer agrees that the Supplier may appoint sub-processors to process Personal Data on its behalf, provided that:
  1. the appointment is in compliance with the Data Protection Law; and
  2. such processors are bound by terms that are substantially the same as those set out in this clause.
7. If necessary for the purposes of any transfer of personal data outside the EEA, for example to the USA, including to sub-processors, the Customer authorises the Supplier (or the Supplier's sub-processors) to enter into EU standard contractual clauses in respect of any such transfer
8. Upon termination of this Agreement the Supplier shall only retain Personal Data for as long as required under Applicable Law.
Supplier's Obligations
1. The Supplier undertakes that the APIs will perform substantially in accordance with any relevant reference documentation on the EValue Website and that the API Services will be performed with reasonable skill and care.
2. The undertakings at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the APIs contrary to the Supplier's instructions or modification or alteration of the APIs by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If an API does not conform with the undertaking set out in clause 9.1, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 9.1.
Customer's Obligations
1. The Customer shall:
  1. provide the Supplier with all necessary co-operation in a timely manner and all necessary access to such information as may be required by the Supplier to comply with its obligations under this Agreement (including but not limited to Customer Data, security access information and software interfaces to the Customer's other business applications);
  2. comply with all applicable laws and regulations with respect to its activities under this Agreement;
  3. choose a password and account ID. The Customer is solely responsible for maintaining the confidentiality of its Authentication Details, password(s) and information associated with its account that it desires to remain confidential;
  4. be responsible for any and all activities that may take place, or occur under its Authentication Details, password(s) and account;
  5. immediately notify EValue in the event the Customer's password or account has been used without the proper authorisation or there are other breaches of security of which it becomes aware;
Warranties and Indemnity
1. THE CUSTOMER'S USE OF THE APIs OR API SERVICES IS AT THE CUSTOMER'S SOLE RISK. THE APIs AND API SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Other than the undertakings in clause 9.1 the Supplier makes no other warranty of any kind, whether express, implied, statutory or otherwise, including, but not limited to warranties or conditions of merchantability, fitness for a particular use and, in particular, does not warrant that either the APIs nor the API Services:
  1. will meet all of the Customer's requirements;
  2. are accurate, complete or up to date;
  3. will always be available; or
  4. are secure or free from errors, faults or defects.
2. The Customer warrants that it has full power and authority to enter into this Agreement.
3. The Customer hereby agrees to indemnify and keep the Supplier fully and effectively indemnified from and against all actions, claims, proceedings, costs, damages and expenses (including legal fees) it suffers arising out of:
  1. any breach of the Customer's warranty in clause 11.2;
  2. any use (or misuse) of the APIs or the API Services by the Customer in contravention of the terms of this Agreement; or
  3. any adverse impact on the performance of the APIs (including any resulting liability of the Supplier to the Hosted Service Provider) caused by the Customer, the Customer's site or any component of the Customer's software, network infrastructure and IT systems.
Change of Scope
1. If either party wishes to change the scope of the API Services (including Customer requests for additional support or hosting services), it shall submit details of the requested change to the other in writing.
2. If the Customer wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing the necessary variations to its charges and any other relevant terms of this Agreement to take account of the change.
3. The Supplier and Customer may, by mutual consent in writing, replace or vary this Agreement with an Enterprise Licence or other contract to cover extended services or usage rights while facilitating continued use by the Customer of any APIs covered by this Agreement.
Intellectual Property Rights
1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the APIs and the API Services and the Customer shall not acquire any rights, titles or interest in or to any Intellectual Property Rights, associated with the APIs and the API Services.
2. The Customer shall do all such things and assign and/or execute all documents or other instruments necessary in the reasonable opinion of the Supplier to fully vest in and enable the Supplier to obtain, defend and enforce the rights assigned to it under clause 13.1, and on default the Customer hereby appoints the Supplier as its attorney for the purpose of signing and executing all such documents in its name and on its behalf as shall be necessary to effect any such assignment.
3. The Supplier grants to the Customer a limited non-exclusive, non-transferable licence (without the right to sub-license) to use the Supplier's name and logo ("Brand") strictly in conjunction with the APIs and the API Services and pursuant to any instructions or brand guidelines issued by the Supplier from time to time and the Customer agrees that:
  1. it shall not change or remove the Brand from the APIs or the API Services or use it on any other website or application;
  2. it shall only use the Brand in the manner and form provided to it by the Supplier or stipulated by the Supplier from time to time; and
  3. any goodwill accrued from its use of the Brand shall vest in the Supplier.
4. The Supplier confirms that it has all the rights in relation to the APIs that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
Confidential Information
1. Each party that receives (“Receiving Party”) non-public business or financial information (“Confidential Information”) from the other (“Disclosing Party”), whether before or after the date of this Agreement shall:
  1. keep the Confidential Information confidential;
  2. not disclose the Confidential Information to any other person other than with the prior written consent of the Disclosing Party or in accordance with clause 14.2, or 14.3; and
  3. not use the Confidential Information for any purpose other than the performance of its obligations or its enjoyment of rights under this Agreement (“CI Permitted Purpose”).
2. The Receiving Party may disclose Confidential Information to its own, or any of its officers, directors, employees, agents and advisers who reasonably need to know for the CI Permitted Purpose (each a “Permitted Third Party”), provided that the Receiving Party shall remain liable to the Disclosing Party for the acts, omissions, and compliance with the terms of this clause 14 of such Permitted Third Party as if such Permitted Third Party was the Receiving Party (and a party to this Agreement). The Receiving Party shall ensure that each Permitted Third Party is made aware of and complies with all the Receiving Party's obligations of confidentiality under this clause 14.
3. If required by law, the Receiving Party may disclose Confidential Information to a court or regulatory authority or agency, provided that the Receiving party shall (if legally permissible) provide reasonable advance notice to the Disclosing Party and co-operate with any attempt by the Disclosing Party to obtain an order for providing for the confidentiality of such information.
Indemnity
1. The Customer shall defend, indemnify and hold harmless the Supplier against all claims, actions, proceedings, damages, losses, liabilities and reasonable legal expenses and staff time expended by the Supplier or such other party (based on the Supplier's then current hourly time charges) (“Loss(es)”) arising out of or in connection with the Customer's use of the APIs or API Services, provided that:
  1. the Customer is given prompt notice of any such claim;
  2. the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
  3. the Customer is given sole authority to defend or settle the claim.
2. The parties agree that should any Customer's Business Related Claim arise it will derive from the Customer's use of the APIs and the parties agree that it is appropriate that any Customer's Business Related Claim should be defended by the Customer, even if the Customer's Business Related Claim is made directly against the Supplier, unless the Supplier opts to defend it.
3. Notwithstanding any other provisions to the contrary, the Customer agrees to indemnify and hold harmless the Supplier from and against all Losses arising from a Customer's Business Related Claim provided that:
  1. the Supplier promptly notifies the Customer in writing in respect of any claim or circumstance which may result in a Loss;
  2. the Supplier does not make any admission of liability or agree to any settlement or compromise of any claim without the prior written consent of the Customer;
  3. on a prompt and timely basis the Supplier shall have provided all such documents, information and assistance and have done all such acts and things as the Customer may have reasonably required to assist the Customer in relation to such claims; and
  4. the Supplier shall take reasonable steps to mitigate the Losses.
4. The Customer agrees to indemnify and hold harmless the Supplier, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the APIs in violation in violation of any law or of any provisions of this Agreement, or any other claim related to your use of the APIs, except where such use is authorised by the Supplier.
5. The Supplier shall defend the Customer, its officers, directors and employees against any claim that the APIs (or any part thereof) infringe any United Kingdom patent effective as of the Effective Date or copyright and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
  1. the Supplier is given prompt notice of any such claim;
  2. the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
  3. the Supplier is given sole authority to defend or settle the claim.
6. In the defence or settlement of the claim, the Supplier may obtain for the Customer the right to continue using the APIs (or any part thereof), replace or modify the APIs so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement without liability to the Customer. The Supplier shall have no liability if the alleged infringement is based on:
  1. a modification of the APIs by anyone other than the Supplier; or
  2. the Customer's use of the APIs in a manner contrary to the instructions given to the Customer by the Supplier; or
  3. the Customer's use of the APIs after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
7. Except as expressly provided in this Agreement, EValue hereby excludes any implied condition or warranty concerning the merchantability, quality or fitness for purpose of the APIs whether such condition or warranty is implied by statute or common law.
8. The foregoing and clause 16.5.2 state the Customer's sole and exclusive rights and remedies, and the Supplier's entire obligations and liability for patent or copyright infringement.
Limitation of Liability
1. This clause 16 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
  1. arising under or in connection with this Agreement;
  2. in respect of any use made by the Customer of the API Services, the APIs (or any part thereof); and
  3. in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
2. Except as expressly and specifically provided in this Agreement:
  1. the Customer assumes sole responsibility for results obtained from the use of the APIs and the API Services by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the APIs, API Services, or any actions taken by the Supplier at the Customer's direction; and
  2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
3. Nothing in this Agreement excludes the liability of the Supplier:
  1. for death or personal injury caused by the Supplier's negligence; or
  2. for fraud or fraudulent misrepresentation.
4. The SLA states the Customer's full and exclusive right and remedy and the Supplier's only obligation and liability in respect of the performance and/or availability of the API Service, or their non-performance and non-availability.
5. Subject to clauses 16.3 and 16.4:
  1. the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement even if the Supplier has been advised of the possibility of such damage; and
  2. the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 15.2, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total fees paid or payable (in respect of both the APIs and the API Services) by the Customer under this Agreement in the first 12 months of the Agreement or if the first claim arises after the first 12 months, the total fees paid or payable (in respect of both the APIs and the API Services) in the 12 months preceding the date on which the first claim arose.
Term and Termination
1. This Agreement shall commence on the Effective Date and shall continue unless and until terminated in accordance with this Agreement.
2. The Agreement will automatically terminate twelve (12) months after the date when the API credits are used up.
3. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party:
  1. commits any material breach of this Agreement and fails to remedy that breach within 30 days of written notice specifying that breach (the 30-day period only applies if the breach is capable of remedy – if it is incapable of remedy, the Agreement may be terminated by written notice specifying the irremediable breach immediately);
  2. being a company, shall pass a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court shall make an order to that effect; or, being a natural person, shall die, or (being a partnership or other unincorporated association) shall be dissolved; or shall cease to carry on its business or substantially the whole of its business; or it becomes or is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or if a liquidator, receiver, administrator, administrative receiver, manager, trustee, or similar officer is appointed over any of its assets.
4. EValue may terminate the Customer's account in whole or part, or remove or discard any content the Customer may have uploaded at any time, for any reason, with or without notice.
5. EValue reserves the right, at its option, to terminate this Agreement if the Customer has zero Credits or uses one or more APIs over the Fair Use Limit.
6. EValue reserves the right to terminate a Customer's access to the APIs at any time or deactivate and/or delete the Customer's account and all information in the Customer's account at any time, with or without notice. Further, the Customer agrees that EValue shall not be liable to the Customer or any third party for any termination of the Customer's access to the APIs (or any part thereof) or the API Services.
Consequences of Termination
1. On termination of this Agreement for any reason (other than as mutually agreed under clause 12.3):
  1. the Licence to use the APIs or access to the API Services granted under this Agreement shall immediately terminate;
  2. the Customer shall make no further use of any relevant APIs, and
  3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
Disputes, Governing Law & Jurisdiction
1. Any dispute arising under this Agreement should first be escalated to the senior management of each party. If the dispute remains unresolved for more than 21 days following escalation, the parties will attempt in good faith to resolve the dispute in accordance with an alternative dispute resolution procedure recommended by the Centre for Effective Dispute Resolution. The foregoing provisions of this clause 19.1 shall not apply to any disputes over recovery of a debt, and shall not restrict either party from seeking injunctive relief.
2. This Contract is governed by the laws of England and, subject to clause 19.1, the exclusive jurisdiction of the courts of England and Wales.
Compliance Requirements
1. The Supplier agrees to:
  1. permit a Regulator to have access on request and during reasonable business hours to its premises, records and staff subject to such reasonable and lawful conditions as the Supplier may wish to impose;
  2. deal with a Regulator in an open and co-operative way;
  3. provide such reasonable information and at such times as reasonably required by the Customer to enable the Customer reasonably to evaluate compliance related risks in accordance with any strict legal requirements of the Regulator; and
  4. answer reasonable queries made by the Customer's auditors or internal compliance function.
2. To the extent that compliance with this clause 20 exceeds the Supplier's standard service, the Supplier shall be entitled to charge for reasonable time incurred by it in complying with the terms of this clause 20 in accordance with its then current standard fee rates (unless other rates are agreed in writing).
General Provisions
1. Assignment. This Agreement is personal to the Customer and, other than as set out in this clause 21.1, the Customer may not assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the Supplier (such consent shall not be unreasonably withheld or delayed). The Supplier may assign or otherwise transfer all or any of its rights and obligations under this Agreement to any organisation with a demonstrably comparable or better capability to provide the required service without the consent of the Customer, otherwise the Customer's prior written consent shall be required, which consent shall not be unreasonably withheld or delayed.
2. Publicity. Each party may, with the other's prior written consent (such consent not to be unreasonably withheld or delayed) publicise the existence of this Agreement in its sales and marketing literature, save that each party shall be entitled to, without prior written consent, make an announcement on its website(s) that the Customer is using the APIs licensed by the Supplier. In all cases, each party undertakes that its sales and marketing literature shall in no way reduce or diminish the reputation, image and prestige of other party, its products, and / or services.
3. Third Party Rights. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
4. Relationship. Nothing in this Agreement shall render the Customer a partner or an agent of the Supplier and the Customer shall not purport to undertake any obligation on the Supplier's behalf nor expose the Supplier to any liability nor pledge or purport to pledge EValue's credit.
5. Force Majeure. Neither party shall be in breach of this Agreement to the extent that it is prevented from performing its duties and obligations under this Agreement directly or indirectly as a result of a Force Majeure Event. “Force Majeure Event” means any event beyond the reasonable control of the relevant party, and includes, without limitation any:
  (i) act of God (including adverse weather conditions), explosion, flood, tempest, fire, or accident;
  (ii) unusual atmospheric conditions and unusual conditions in outer space which may affect signals to and from and the workings of satellites;
  (iii) war or threat of war, sabotage, insurrection, act of terrorism, civil disturbance, or requisition;
  (iv) strikes, lock-outs or other industrial actions, or trade disputes;
  (v) difficulties in obtaining raw materials, labour, fuel, parts, or machinery;
  (vi) power failure or breakdown in machinery.
6. Entire Agreement. This Agreement supersedes any prior agreements, arrangements and undertakings between the parties in relation to its subject matter and constitutes the entire agreement between the parties relating to the subject matter.
7. Severance. If any part of this Agreement is held unlawful or unenforceable that part shall be struck out and the remainder of this Agreement shall remain in effect.
8. No Waiver. No delay, neglect or forbearance by either party in enforcing its rights under this Agreement shall be a waiver of or prejudice those rights.
9. Notices. All notices under this Agreement shall be in writing and shall be sent to the address of the recipient set out in the subscription to the APIs on EValue's Website or to such other address as the recipient may have notified from time to time. Any notice may be delivered personally, by a reputable courier service, by first-class post or by email and shall be deemed to have been served if by hand when delivered, if by courier service or first class post 48 hours after delivery to the courier or posting (as the case may be) or if by email immediately.
10. Bribery. The Customer warrants that it: (i) has not committed and will not commit an offence under the Bribery Act 2010 in relation to this Agreement or any other contract with the Supplier; and (ii) has adequate procedures (as defined in section 7(2) of that Act) in place to prevent its associated persons from committing an offence under the Bribery Act 2010.
11. Counterparts. This Agreement may be executed in counterparts or duplicates, each of which, when executed, shall constitute an original of this Agreement and such counterparts or duplicates together shall constitute one and the same instrument. No counterpart or duplicate shall be effective until each party has executed at least one counterpart or duplicate.

Schedule 1 – Service Level Arrangements

API Availability
While the Supplier provides the Hosting Service for the APIs, the target availability for the APIs is 99.5% (measured each calendar month) and the Supplier shall apply reasonable endeavours to meet this target.
Software Helpdesk:
The Supplier will provide information and updates on any known issues generally affecting the availability or otherwise impacting the use of APIs on https://api.ev.uk/. For any errors or issues not covered by such updates, the Customer may contact EValue during the support hours (as set out below) using the following helpdesk contact details (the “Helpdesk”): The Helpdesk email: apiteam@ev.uk

The support hours are:

Support Hours	Support Days	Support Type	Comments
09:00 to 17:00	Monday to Friday (excl. bank holidays in England and EValue all staff holidays)	EValue-based manned support	EValue will reply directly to emails received from the Customer or will update information on EValue's Website in response.

09:00 to 17:00 Monday to Friday (excl. bank holidays in England and EValue all staff holidays)

Support is in the form of EValue-based manned support. EValue will reply directly to emails received from the Customer or will update information on EValue's Website in response.