Open Banking APIs: Terms of Use (the "Terms of Use")

Summary

A. These Terms of Use form a legally binding document between us and you governing your access to:

  1. the Open Banking APIs Material
  2. such other Open Banking APIs content and functionality as we may, in our sole discretion, provide from time to time, (together " Open Banking APIs ").

B. By using the Open Banking APIs site:

  1. you indicate acceptance of these Terms of Use on your own behalf if you are not accessing the site on behalf of a corporate entity which employs you or which you represent (the "Corporate Participant")

Terms of Use

In consideration of granting you access to Open Banking APIs you agree as follows:

1. Site Access

  1. You must comply with all email alerts and publications that we post to Open Banking APIs site.
  2. You must comply with any acceptable use policies that we publish on Open Banking APIs site from time to time.
  3. You must use the "Contact Us" function on Open Banking APIs site if you wish to raise any matter or query in respect of a Open Banking APIs site enhancement, defect or vulnerability.
  4. You retain all of your ownership rights in content you upload to the Open Banking APIs site, but you are required to grant us a perpetual licence to use, store and copy that content and to distribute and make it available to third parties.
  5. Any content you upload to the Open Banking APIs site will be considered non-confidential and non-proprietary and may be published openly by us and you acknowledge that we and each other user do not owe you any obligation in respect of it.
  6. We may disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Open Banking APIs site constitutes a violation of their Intellectual Property Rights, confidentiality or any other right.
  7. We have the right to remove any content you make on the Open Banking APIs site for any reason, including if, in our opinion, your content does not comply with our acceptable use policies.
  8. The views expressed by other users on the Open Banking APIs site do not represent our views or values and we are not liable to you for the same.

2. Prohibited activities

  1. You must not use any part of the content on Open Banking APIs site for commercial purposes without obtaining a licence to do so from us.
  2. Without prejudice to the terms, you must not and you must not facilitate or enable others to:
    1. use Open Banking APIs site in a manner that infringes the IPR, privacy, confidentiality or any other rights of any third party (or in a manner which otherwise breaches law or regulation);
    2. introduce a virus, worm, trojan, webbot, trapdoor or any other similar software or code into Open Banking APIs site;
    3. use Open Banking APIs site in a manner that may be regarded as being false or misleading to us;
    4. generate unnecessary or excessive calls or volumes of activity on or through Open Banking APIs site; and/or
    5. use Open Banking APIs site for any reason other than that for which your access was granted.

3. All Users - Ownership of Open Banking APIs site

3.1 When you post content to the Open Banking APIs site, you grant to us with respect to such content a royalty-free, perpetual, non-exclusive, worldwide, fully and freely transferable and sub-licensable, irrevocable right and licence to use, store, copy, edit, modify, adapt, publish, reproduce, otherwise exploit, or display such content for any reason and in any manner we choose, in any form, medium or technology, without restriction and without compensation of any kind to you, and you waive all moral rights in such content.

3.2 You acknowledge that we (or our licensors) own all legal right, title and interest in Open Banking APIs site (including its look and feel) and in the APIs, API Materials (including without limitation all modifications and enhancements to the same). We (or our licensors) reserve all rights in and to Open Banking APIs site. You must not place or create any claims, liens, or encumbrances on Open Banking APIs site (including APIs, API Materials contained within Open Banking APIs site). You acknowledge that we are the owner or the licensee of all Intellectual Property Rights in material published on Open Banking APIs site (including for the avoidance of doubt any comments posted by other developers on the forums). Those works are protected by copyright laws and treaties around the world. All such rights are reserved. To the extent any such Intellectual Property Rights vest in you, you hereby assign to us with full title guarantee by way of present and future assignment all right, title and interest, whether legal or beneficial, in all such Intellectual Property Rights throughout the world absolutely and to the fullest extent possible.

3.3 You cannot (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to Open Banking APIs site in whole or in part.

3.4 You may print off one copy, and may download extracts, of any page(s) from our Open Banking APIs site for your own use and you may draw the attention of others within your organisation to content posted on Open Banking APIs site.

3.5 You may print off one copy, and may download extracts, of any page(s) from our Open Banking APIs site for your own use and you may draw the attention of others within your organisation to content posted on Open Banking APIs site.

3.6 Our status (and that of any identified contributors) as the authors of content on Open Banking APIs site must always be acknowledged.

3.7 If you print off, copy or download any part of our Open Banking APIs site in breach of these terms of use, your right to use Open Banking APIs site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

3.8 We have the right to modify these Terms and Conditions. Usage of the site is bound by the new Terms and Conditions once issued,

3.9 The information contained is not guaranteed, may be outdated and may not be accurate, but serves as an initial pointer and guide. Users should perform their own research.

3.10 You will not provide access to any other entity other that has not separately agreed to these Terms and Conditions.

4. Obligations and Warranties

4.1 Your Obligations and Warranties

You warrant, represent and undertake that:

  1. you have full power and authority, without requiring or obtaining the consent of any other person, authority or body, to enter into and perform your obligations under these Terms of Use;
  2. all information you give to us in connection with your access to Open Banking APIs site will be accurate, correct and up-to-date;
  3. upon acceptance by you of these Terms of Use, these Terms of Use shall be valid and binding on you in accordance with its terms and shall not breach:
  4. where applicable, any provision of your Corporate Participant's memorandum or articles of association; or
  5. any agreement, licence or other instrument or of any order, judgment or decree of any court, governmental agency or regulatory body you are (or, where applicable, your Corporate Participant is) a party to or that binds you;
  6. you will only access Open Banking APIs site, and/or the resources contained within Open Banking APIs site to which you have been granted authorised access.
  7. Neither you nor, to your knowledge, any of your directors, officers, employees or agents:
    1. have engaged in any activity that would reasonably be expected to violate Anti-Bribery and Corruption Laws; Anti-Money Laundering Laws or Sanctions;
    2. are the subject of any allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to Anti-Bribery and Corruption Laws, Anti-Money Laundering Laws or Sanctions;
    3. is (1) designated by a Sanctions Authority or (2) owned or controlled by, or acting on behalf of, a person or entity that is designated by a Sanctions Authority or otherwise the target of economic sanctions administered by a Sanctions Authority, or organized in a foreign jurisdiction against which the relevant governmental authority maintains a trade embargo, economic sanction or other similar prohibition pursuant to which dealing with such person or entity is prohibited, in each case, to the extent prohibited by applicable law (collectively “Sanctions”).

4.2 Our Obligations and Warranties

  1. To the maximum extent permitted by Law, and save to the extent expressly provided to the contrary in these Terms of Use, (i) all access to Open Banking APIs site is made available to you on an “as is” and "as available" basis; (ii) we do not guarantee, and you acknowledge and agree, that access to Open Banking APIs site may not be continuously available for use or without inaccuracy or defect; and (iii) you agree that your access to Open Banking APIs site is at your sole risk.
  2. We warrant that we have full power and authority, without requiring or obtaining the consent of any other person, authority or body, to enter into and perform our obligations under these Terms of Use.
  3. If we perform any services for you not specifically set out in these Terms of Use, we shall carry them out with due care and skill, but make no other warranty or guarantee as regards to them or the outputs from them, and unless agreed otherwise, may charge you for such service on a time and materials basis at our then current rates.
  4. To the fullest extent permitted by Law, unless expressly set out in these Terms of Use, all warranties and terms which would otherwise be implied by Law, custom or usage are excluded from these Terms of Use.
  5. You acknowledge that by entering into these Terms of Use with you we do not endorse your business, products or information in any way.
  6. The “links” tab on Open Banking APIs site may contain one or more hyperlinks to third-party websites and services. We are not responsible for information gathered from, or the use of, any of these third-party websites and services.

5. Modifications

5.1 We may at any time and in our sole discretion modify, replace or upgrade the functionality, content or properties of Open Banking APIs site (or any APIs, API Materials contained within Open Banking APIs site) ("Modifications").

6. Term

6.1 These Terms of Use shall take effect when access the API content on the Open Banking APIs site

6.2 These Terms of Use shall continue in accordance with, and until terminated under, their terms.

7. Data Protection

7.1. By accepting these Terms of Use you also acknowledge that you have read and agree to the terms of the Privacy Policy. You can view the Privacy Policy by clicking "the Privacy Policy" link on Open Banking APIs site.

7.2 You consent that we may use, store, republish and copy any Personal Data that you upload to Open Banking APIs site (including in any forum comments) and that we may distribute and make it available to third parties in accordance with the licence granted in Clause 3.1.

7.3 We will not be responsible, or liable to you for any Personal Data that you publish on Open Banking APIs site.

7.4 You acknowledge that any Personal Data that you upload to Open Banking APIs site must comply with Laws governing the transfer of such Personal Data.

7.5 You acknowledge and agree that Personal Data may be transferred or stored outside the EEA or the country where you are located, and/or hosted and processed by a third party, in order for you to access and receive the benefit of Open Banking APIs site, APIs and API Materials.

8. Data

8.1 You agree that the transmission of data via Open Banking APIs site is subject to human error, machine errors, omissions, delays, and losses (including but not limited to viruses or inadvertent loss of data or damage to media) that may give rise to loss or damage. We will not be liable for any such errors, omissions, delays, or losses, unless caused by our wilful misconduct.

8.2 When you access data (e.g. a guide, comment, or attachments to a guide or comment) on Open Banking APIs site, a copy of that data may be copied to your computer (“cached”). Once pages and/or data has been cached on your computer, that data is beyond our control, and may be accessible to anyone with access to your computer. You assume all liability associated with any data cached on your local computer. We advise that you empty your web browser cache when you log out of Open Banking APIs site.

8.3 Open Banking APIs site should only be used as a resource for accessing information, not a resource for information storage. You should implement security measures, to a level of good industry practice, to limit the impact of data loss (such as corruption or virus infection).

9. Confidentiality

9.1 Each Party must:

  1. keep the other's Confidential Information confidential and not disclose it to any third party; and
  2. ensure that its representatives, each person associated with it and the representatives of each associated person do the same.

9.2 Either Party may disclose or allow disclosure of the other's Confidential Information:

  1. when disclosure is required by:
    1. Law; or
    2. the rules or order of any court, tribunal or agency of competent jurisdiction;
      1. to the extent the other's Confidential Information has become publicly available or generally known to the public at the time of the disclosure other than as a result of a breach of this Clause 9; or
      2. if it has the prior written approval of the other Party to the disclosure.

9.3 We may disclose your confidential information to our officers, employees or professional advisers to the extent necessary to enable us to perform or enforce any of its our duties or rights under these Terms of Use.

9.4 You may disclose our Confidential Information to your Corporate Participant or professional advisers to the extent necessary to enable you to perform or enforce any of your duties or rights under these Terms of Use.

9.5 The duties in this Clause 9 shall continue to apply after these Terms of Use end without limit in time.

11. Liabilities and Indemnities

11.1 To the maximum extent permitted by Law, and save to the extent expressly provided to the contrary in these Terms of Use, we disclaim any and all express or implied promises, representations, and warranties of any kind with respect to your access to Open Banking APIs site, including but not limited to condition, conformity to any representation or description, compatibility with all equipment and software configurations, existence of any latent or patent defects, negligence, warranties of title, against infringement, and merchantability or fitness for a particular use or purpose.

11.2 To the greatest extent permitted by Law, in no event will we or our third party providers be liable for any liabilities or losses (including Indirect Loss) whether based on contract, tort or any other legal theory, even if we have been advised of the possibility of such damages.

11.3 Notwithstanding Clauses 14.1 any liability, including breach of contract, tort (including negligence and breach of statutory duty), misrepresentation or restitution, that we may have to you for any Loss arising out of or in connection with these Terms of Use, shall be limited in the aggregate to £200 (two hundred pounds).

11.4 If a claim is made against us, you must assist us in the handling of the claim and we shall be entitled to settle, or otherwise deal with, such claim in our sole discretion.

11.5 Nothing in these Terms of Use excludes or limits our liability for:

  1. injury or death caused by our negligence;
  2. Loss caused by our wilful default of, or fraudulent misrepresentation or fraudulent concealment;
  3. any breach of the obligations set out in Clause 12; and/or
  4. any other liabilities to the extent they cannot be excluded under Law.

12. Suspension and Termination

12.1 We may suspend your access to Open Banking APIs site or terminate these Terms of Use (on such notice as we may elect in our sole discretion), if:

  1. you are in breach of any of the terms of these Terms of Use; and/or
  2. you suffer a security breach that impacts on the confidentiality or integrity of Open Banking APIs site.

12.2 Without prejudice to Clause 12.1, we may terminate or suspend access to Open Banking APIs site if in our sole reasonable opinion, we have a legitimate concern about your access to Open Banking APIs site.

12.3 Either Party may terminate these Terms of Use without cause by giving not less than sixty (60) days' written notice to the other Party.

13. Consequences of Suspension and Termination

13.1 On termination of these Terms of Use:

  1. you shall (at our election) immediately return to us, destroy or permanently erase all property and materials containing, reflecting, incorporating or based on our Confidential Information or IPR which is in your possession or under your control. For the avoidance of doubt, you may retain such property and materials for as long as required by Law;
  2. we shall immediately disable your access to Open Banking APIs site .

13.2 On suspension of these Terms of Use:

14. Miscellaneous

14.1 Law and Compliance: You must at all times comply with all applicable Law.

14.2 Disputes: You acknowledge that your breach or your Corporate Participant's breach of any of the provisions of these Terms of Use may cause immediate and irreparable harm to us for which we may not have an adequate remedy in money or damages. We will therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request and will be entitled to recover from you or your Corporate Participant the costs incurred in seeking such an injunction. Our right to obtain injunctive relief will not limit our right to seek or obtain further remedies.

14.3 Force Majeure: We shall not be in breach of these Terms of Use nor liable for delay in performing, or failure to perform, any of our obligations under these Terms of Use if such delay or failure result from events, circumstances or causes beyond our reasonable control.

14.4 Assignment: You are not entitled without our prior written consent to:

14.5 Assignment: We may freely sub-contract, assign or novate these Terms of Use and our rights and benefits under it to any third party.

14.6 Entire Agreement: These Terms of Use, together with the documents referred to in it, constitutes the entire agreement and understanding between the Parties in respect of the matters dealt with in it and supersedes, cancels and nullifies any previous agreement between the Parties in relation to such matters.

14.7 Entire Agreement: Each of the Parties acknowledges and agrees that in entering into these Terms of Use it does not rely on and shall have no remedy in respect of any statement, representation, warranty or undertaking (whether negligently or innocently made) not set out in these Terms of Use. The only remedy available to either Party in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of these Terms of Use.

14.8 Entire Agreement: Nothing in Clauses 14.6 and 14.7 shall operate to exclude any liability for fraud.

14.9 Further Assurance: Each Party shall, and shall use reasonable endeavours to procure that any necessary third parties shall, properly execute and deliver such documents and perform such acts as may be reasonably required for the purpose of giving effect to these Terms of Use.

14.10 Governing Law and Jurisdiction: These Terms of Use and any non-contractual obligations arising or matters from it or its performance are governed by English law. Subject to Clause 14.2, the English courts shall have exclusive jurisdiction.

Annex 1 - Definitions and Interpretation

1. Definitions

In these Terms of Use, the following definitions apply:

"Account" means your access to the content on the Open Banking APIs site.

"Anti-Bribery and Corruption Laws" means directly or indirectly, making, offering, promising or authorising any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or receiving or retaining any funds in violation of the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the (UK) Bribery Act of 2010, or any other anti-corruption law).

"Anti-Money Laundering Laws" means applicable laws or regulations that relate to money laundering, counter-terrorist financing, or record keeping and reporting requirements in any jurisdiction in which you are located or doing business.

"Application" means your smartphone or tablet software application or mobile website that is developed by you, or on your behalf, to interact with API Materials and API(s).

"API Materials" means all information made available to you by us in respect of an API, including:

  1. API descriptions;
  2. all operations information relating to an API;
  3. all details of the parameters for calls and responses from and to a particular API ;
  4. all user guides, test scripts and any other documentation we provide to you to facilitate your use of the APIs;
  5. any other software code or information made available in relation to an API through Open Banking APIs site.

"Business Day" means any day other than Saturday, Sunday or a bank holiday in England.

"Confidential Information" means all information a Party obtains as a result of entering or performing these Terms of Use which relates to any of:

  1. the negotiations leading up to, and the provisions or subject matter of, these Terms of Use or any ancillary matter; and
  2. the other Party's business, customers (including beneficiaries), financial or other affairs.

For the avoidance of doubt the details contained within Open Banking APIs site (and any API Materials, or APIs contained within Open Banking APIs site) shall constitute our Confidential Information.

"Indirect Loss" means all consequential loss including all consequential economic loss and loss of profit, revenue, margin, use, production, opportunity, contract, goodwill, business or anticipated savings.

"Intellectual Property Rights"or "IPR" means any right, title or interest in:

  1. patents, trademarks, trade names, goodwill, registered designs, design rights, semiconductor topography rights, rights, copyrights (including in computer software) and other forms of intellectual or industrial property (in each case in any part of the world), whether or not registered or registrable for their full period of registration with all extensions, renewals and revivals, and including all applications for registration licences, permissions and consents or otherwise;
  2. inventions, formulae, confidential information, trade secrets (including know-how or secret processes); and
  3. any similar or equivalent rights and assets which may now or in the future subsist anywhere in the world.

"Law" means any applicable statute, subordinate legislation, by-law, mandatory code, regulation, order or applicable judgment of a relevant court of law.

"Loss" means any kind of loss or damage, including any cost, expense (including legal fees), payment, liability (including contingent and prospective liabilities), claim, judgment, demand or other liabilities.

"Parties" means the parties to these Terms of Use, each "a Party".

"Personal Data" has the meaning ascribed to it in the Data Protection Act 1998.

“Sanctions” has the meaning given to it in clause 4.1(h)(iii).

"Sanctions Authority" means any relevant government, agency or legislature in the U.S., the UK, the European Union or its member States, or other relevant jurisdiction, including but not limited to: the U.S. Treasury Department’s Office of Foreign Asset Control, the U.S. State Department, the United Nations Security Council, the European Union, and Her Majesty’s Treasury.

"Term" means the term of these Terms of Use, commencing in accordance with Clause 6 and ending when these Terms of Use are terminated.

"we", "us", "our" means Opening Banking API.

"you" means the individual who has entered into these Terms of Use.