These are the terms under which Openfindata Ltd, a company incorporated in England and Wales (company number 12393324) and whose registered office is at 1st Floor The Brew Eagle House, 163 City Road, London, United Kingdom, EC1V 1NR (“we”, “us”, “our”), permits you to use the Openfindata API accessible at https://api.openfindata.io (“our API”). The use of our website is subject to a separate Website Policy and Privacy Notice.
1 Grant of rights
- 1.1 For the duration of this Agreement, subject to the restrictions in clause 2, you may:
- 1.1.1 use the API to submit queries to the Database; and
- 1.1.2 use the API Data for your own internal purposes (which shall not include passing or communicating the API Data to any third party).
2 API Policy
2.1 You shall:
- 2.1.1 only access the API using the API Key that we provide to you;
- 2.1.2 keep the API Key confidential; and
- 2.1.3 use the API in accordance with relevant legislation, regulations, codes of practice, guidance and other requirements of any relevant government, or regulatory agency or other relevant body.
2.2 You shall not do any of the following, except as expressly permitted by mandatory law:
- (a) copy, modify, adapt, correct errors in, or create derivative works from, the API;
- (b) decode, reverse engineer, disassemble, decompile, translate, the functioning of the API;
- (c) sub-license, lease, resell or rent access to the API; or
- (d) distribute or otherwise use or exploit the API Data or any derivative work or works consisting of the API Data in any way and for any purpose except as specifically permitted by the Tier to which you have subscribed.
2.3 You may not exceed the number of API queries that are permitted by the Tier to which you have subscribed nor may you carry forward to the subsequent period for which payment is due any number of API queries that remain unused at the end of the preceding period for which you have paid, except where you upgrade or downgrade the Tier to which you are subscribing in accordance with clause 3.5.
2.4 We may:
- 2.4.1 make reasonable modifications to the API, provided that we do not remove substantial functionality, at any time and for any reason; and
- 2.4.2 make changes to the API Policy that are reasonable in the context of the business we provide, for example, in order to comply with any conditions placed on us by suppliers of data to us or to comply with any changes in the law.
2.5 We may also vary the terms of this Agreement at any time by giving you notice at least 30 days before the next renewal of your subscription. Otherwise, the terms of this Agreement cannot be varied without written agreement between the parties.
3 Fees and payment
3.1 All payments shall be handled by our payment provider, chargebee.com.
3.2 If the Tier to which you have subscribed requires you to pay the Fees monthly, you shall pay us the Fees monthly. If the Tier to which you have subscribed requires you to pay the Fees annually, you shall us pay us the Fees annually.
3.3 You shall pay us the Fees in advance of the start of the period for which payment is due, with the first payment to be made no later than your Start Date.
3.4 We may change our advertised Fees from time to time, but you will always have, at least 30 days’ notice of any change before it affects you. New Fees will then take effect at the beginning of your next subscription period. Provided you cancel your subscription before the new Fees take effect and in accordance with other provisions of this Agreement, you will remain unaffected by the new Fees.
3.5 You may upgrade or downgrade to a different Tier at any time by selecting the new Tier to which you wish to subscribe in [insert details] of your [billing portal] and paying us the Fees that apply to the new Tier you have selected. Upgrades and downgrades will take effect as follows:
- 3.5.1 If you downgrade the Tier to which you have subscribed, the change will take effect at the end of the period for which you have already paid.
- 3.5.2 If you upgrade the Tier to which you have subscribed, the change will take effect once our payment provider confirms to us that it has processed your payment successfully, upon which time your billing cycle will re-set to the new payment date and you will be able to use the number of API queries that are permitted by your new Tier. If your upgrade takes effect before the end of the current period of your previous subscription, any number of API queries permitted under the Tier to which you previously subscribed and which remain unused at the time the upgrade takes effect will be carried over into the subsequent period for which you have paid only but may not be carried any further forward.
3.6 All amounts due under this Agreement are inclusive of VAT, sales or other applicable tax.
4 Data protection
4.1 To the extent that API Data contains Shared Personal Data, each party shall be a separate Controller of the Shared Personal Data. Each party shall be solely responsible for its own processing of the Shared Personal Data except for any additional obligations imposed by the remainder of this clause 4.
4.2 You shall at all times comply with all Data Protection Laws in connection with your processing of Shared Personal Data. This clause 4 allocates certain tasks and responsibilities among the parties as enforceable contractual obligations between themselves, however nothing in this clause 4 is intended to limit or exclude either party’s responsibilities or liabilities under Data Protection Laws (including under Article 82 of the GDPR or under any similar Data Protection Laws and the duties owed by each party to Data Subjects under any Data Protection Laws).
4.3 Each party shall give reasonable assistance to the other party concerning its responsibility for compliance with and responding to any of the following as it relates to the processing of Shared Personal Data:
- 4.3.1 any Data Subject Request;
- 4.3.2 any Complaint;
- 4.3.3 any Personal Data Breach (including notification of the Data Protection Supervisory Authority and/or Data Subject(s))
4.4 The provisions of this clause 4 shall survive termination or expiry of this Agreement and continue so long as you process Shared Personal Data.
5 Intellectual Property Rights
5.1 All Intellectual Property Rights in and to the Database, the API, and API Data shall remain vested in us or our licensors.
5.2 Nothing contained on the Database, API or API Data should be construed as granting, by implication or otherwise, any licence or right to use any Trade Marks displayed on the Database, API or API Data without written permission of the owners of the Trade Mark or a licensee with the authority to give that permission.
6.1 To the maximum extent permitted by applicable law, the Database and the API is provided on an ‘as is’ basis and may not be free of bugs or errors. The existence of minor bugs or errors shall not constitute a breach of this Agreement
6.2 The API Data has been collected from public sources over which we have no control, we are therefore unable to ensure that API Data is accurate, complete or otherwise of any particular quality and accordingly we disclaim any liability for the accuracy, completely or any other quality or absence of quality of the API Data.
6.3 Parts of, or the whole of, any public data source may be withdrawn by its provider without any warning and without reference to us. We do not promise that any particular data will be available and we disclaim any liability for the absence of any data from our Database.
6.4 You are responsible for any and all Losses that arise in connection with any activity using your username or password (whether authorised or not).
6.5 We and our suppliers give no warranties, conditions, terms or undertakings:
- 6.5.1 about any API Data;
- 6.5.2 about results to be obtained from using the API or API Data; and/or
- 6.5.3 that the API or API Data shall be uninterrupted or error-free;
6.6 Subject to the express terms set out in this Agreement and to the maximum extent permitted by applicable law, we hereby disclaim all other warranties, terms and conditions, either express, implied or statutory in relation to the Database, the API and the API Data.
7 Limits on liability
7.1 Subject to clause 7.3, in no event shall our cumulative maximum liability under or in connection with this Agreement exceed the total Fees paid or payable to us under this Agreement for the year preceding the date on which the liability accrued.
7.2 Subject to clause 7.4 we shall not be liable to you for any consequential, indirect or special losses or for any of the following (whether direct or indirect): loss of profit or savings, loss of opportunity or contract, loss of reputation or good will, loss or damage to equipment, loss or corruption of data, loss or corruption of software or systems.
7.3 Notwithstanding any other provision of this Agreement, this Agreement does not limit or exclude liability where such limitation or exclusion would not be permitted by applicable law.
7.4 The provisions of this clause 7 shall survive termination or expiry of this Agreement and continue indefinitely.
8.1 You shall indemnify, keep indemnified and hold us harmless against all Losses which we may sustain or incur in connection with any misuse of the Database, the API or the API Data, including any use of the foregoing in breach of this Agreement.
8.2 The provisions of this clause 8 shall survive termination or expiry of this Agreement and continue indefinitely.
9 Duration, termination and renewals
9.1 This Agreement shall commence on the Commencement Date and, depending on the Tier to which you have subscribed, shall continue from month to month or year to year, unless terminated early in accordance with this Agreement.
9.2 Either party may terminate this Agreement at any time by giving notice to the other. We may terminate this Agreement by giving you 30 days’ notice. You may cancel your subscription with immediate effect by selecting [“Cancel”] on your [billing portal]. Upon cancelling your subscription, the service will continue to be available to you for the remainder of the period for which you have paid in accordance with other provisions of this Agreement, you will not be entitled to a refund of any part of the Fees you have paid to us.
9.3 We may also terminate or suspend this Agreement at any time by::
- 9.3.1 giving you 30 days’ notice (the “Notice Period”), such notice to take effect upon expiry of the Notice Period, if you commit a material breach of this Agreement that is capable of remedy and you do not remedy the breach within the Notice Period; and/or
- 9.3.2 giving you notice, such notice to take effect immediately, if we reasonably suspect that you have breached any of the provisions of clauses 2, 3 and/or 4 or if we are required to do so by law for any reason.
9.4 Upon termination or expiry of this Agreement for any reason, you may continue to use the API Data that you have already downloaded but:
- 9.4.1 you shall stop using the API; you shall immediately delete the API Key and all copies of such information in your possession or control from your systems; and
- 9.4.2 without prejudice to any accrued rights and liabilities of either party at any time up to the date of termination or expiry, all provisions of this Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
10.1 Our email address is [insert email address]. Your email address is the most recent one you have entered on our system under your account.
10.2 Unless otherwise specified in this Agreement, any notice or other communication that is required to be given under this Agreement shall be by email in English sent to the other party’s email address (see clause 10.1) and shall be deemed to be received when the receiving email server (that is any system for which there is an “MX” record entered into the domain name system for that email address) transmits a success code to the sender.
10.3 The rules on notices in this agreement do not apply to notices given in legal proceedings or arbitration.
11 Governing law and jurisdiction
- 11.1 This Agreement shall be governed by English law and the courts of England and Wales shall have exclusive jurisdiction to settle any disputes arising in connection with this agreement,.
12 Definitions and interpretation
- 12.1 In this Agreement:
|API||means our application programming interface;|
|API Data||means the information returned by the API;|
|API Key||means any key we provide you to enable you to access the API;|
|API Policy||means the provisions in clause 2 as modified from time to time in accordance with this Agreement;|
|Commencement Date||means the date of this Agreement;|
|Complaint||means a complaint or request (other than a Data Subject Request) relating to either party’s obligations under Data Protection Laws relevant to this Agreement and/or the Processing of any of the Shared Personal Data, including any compensation claim from a Data Subject or any notice, investigation or other action from a Data Protection Supervisory Authority relating to the foregoing (and Complainant means the Data Protection Supervisory Authority, Data Subject or other person initiating or conducting a Complaint);|
|Controller||has the meaning given in applicable Data Protection Laws;|
|Database||means the Openfindata Database;|
|Data Protection Laws||means, as applicable to either party and/or to the rights, responsibilities and/or obligations of either party in connection with this Agreement: <br/>(a) the GDPR; <br/>(b) the Data Protection Act 2018; <br/>(c) the Directive 2002/58/EC (ePrivacy Directive) and/or the Privacy and Electronic Communications (EC Directive) Regulations 2003; <br/>(d) any other applicable law relating to the Processing, privacy and/or use of Personal Data, as applicable to either party and/or to the rights, responsibilities and/or obligations of either party in connection with this Agreement; <br/>(e) any laws which implement any such laws; and <br/>(f) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;|
|Data Protection Supervisory||means any regulator, authority or body responsible for Authority administering Data Protection Laws;|
|Data Subject||means data subjects (as defined in Data Protection Laws from time to time) to which the Shared Personal Data relates;|
|Data Subject Request||means a request made by a Data Subject to exercise any right(s) of Data Subjects under Chapter III of the GDPR or under any similar Data Protection Laws in relation to any of the Shared Personal Data or concerning the Processing of such data;|
|Fees||means the fees payable according to our scale of fees advertised at the date of this agreement, which shall apply for the first year and thereafter as modified by us in accordance with clause 3;|
|GDPR||means the General Data Protection Regulation, Regulation (EU) 2016/679;|
|Intellectual Property Rights||means and all copyright and database rights;|
|Losses||means all incurred losses, liabilities, damages, costs, claims, demands, actions, proceedings, orders and expenses (including legal fees on a solicitor/client basis) and disbursements and costs of investigation, litigation, settlement, judgment interest and penalties;|
|Personal Data||has the meaning given in applicable Data Protection Laws from time to time;|
|Personal Data Breach||has the meaning given in the GDPR;|
|Processing||has the meaning given in applicable Data Protection Laws from time to time (and related expressions, including Process, Processed and Processes shall be construed accordingly);|
|Shared Personal Data||means any Personal Data that may be contained in the API Data;|
|Start Date||means the date on which we first make the API available to you;|
|Tier||means any of the tiers which are published on our website from time to time and to which customers may subscribe;|
|Trade Marks||means all trade marks, logos and/or service marks; and|
|VAT||means United Kingdom value added tax any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.|
- 12.2 Interpretation
- 12.2.1 In this Agreement:
- (a) the table of contents, background section and the clause, paragraph or other headings in this Agreement are included for convenience only and shall have no effect on interpretation;
- (b) a reference to a ‘party’ includes that party’s successors and permitted assigns;
- (c) any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
- (d) a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);
- 12.2.1 In this Agreement: