API Term of Use

These API Terms of Use, unless otherwise expressly agreed between the Supplier and the Customer in writing, shall form the Contract between a Customer and the Supplier for the provision of the API Services. The Supplier has agreed to provide and the Customer has agreed to use and pay for the Supplier's service as set out in these API Terms of Use:

1.1The definitions and rules of interpretation in this clause apply in these API Terms of Use.

• Account Section: the Customer’s account section made available to the Customer via the Platform.
• API Call: any request or submission to the API Services initiated by Customer.
• API Key: a confidential code provided by the Supplier to the Customer enabling its Authorised Users to access the API Services.
• API Services: the API services provided by the Supplier to the Customer under these API Terms of Use.
• Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the API Services or, where the Customer is an individual, the Customer.
• Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
• Charges: the fees payable by the Customer to the Supplier as set out in clause 10.
• Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.6 or clause 12.7.
• Contract: the contract between the Customer and the Supplier for the provision of the API Services.
• Customer: the organisation, firm, company, or public authority that receives API Services.
• Customer Data: the data inputted by the Customer (or the Supplier on the Customer's behalf) for the purpose of using the API Services or facilitating the Customer's use of the API Services.
• Data Points: query parameters included into an API Call.
• Documentation: the API documentation setting out a description of the API Services, service levels and instructions for use of the API Services, as may be updated by the Supplier from time to time and notified to the Customer.
• Effective Date: the notified date on which the Customer is deemed to have accepted these these API Terms of Use.
• Free Trial: the use of the Service for the purpose of evaluating the performance of the of the API Services and/or quality of Results generated via the the API Services.
• Free Trial Allowance Limit: the total allowance of API calls that may be carried out by the Customer without incurring Charges. The amount of free API calls is set on the Platform and may change from time to time.
• Free Trial Term: 14 days or the period that lasts until the Customer reaches the Free Trial Allowance Limit, whichever comes first.
• Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, 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.
• Licence Term: the period during which the Customer shall have access to the API Services based on the Subscription. Licence Term includes Free Trial Term.
• Permitted Use: use of the Processed Data (and the API Services) exclusively in connection with the Customer’s ordinary course of business (as carried on at the Effective Date).
• Platform: https://crystalroof.co.uk.
• Pricing Plan: a pricing plan defined by the number of available API Calls and other features.
• Processed Data: the results and data extracted by the Customer which has been processed from the Customer Data using the API Services.
• Software: the online API software applications provided by the Supplier as part of the API Services.
• Subscription: the purchased Pricing Plan that involves recurring Charges.
• Supplier: Crystalroof ltd, company number 12484572 and with its registered office 85 Great Portland Street, London, England, W1W 7LT.
• Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, 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 programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2Clause, schedule and paragraph headings shall not affect the interpretation of these API Terms of Use.

1.3A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.4A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these API Terms of Use.

1.8A reference to a statute or statutory provision shall include all subordinate legislation made as at the Effective Date under that statute or statutory provision.

1.9A reference to writing or written includes e-mail.

1.10References to clauses and schedules are to the clauses and schedules of these API Terms of Use; references to paragraphs are to paragraphs of the relevant schedule to these API Terms of Use.

2.1Subject to the Customer paying the Charges, in accordance with clause 10, and complying with the restrictions set out in this clause 2 and the other terms and conditions of these API Terms of Use, the Supplier hereby grants to the Customer a nonexclusive, non-assignable, non-transferable right, and without the right to grant sub-licences, to use the API Services during the Licence Term solely for the Customer's benefit.

2.2The Customer undertakes that it (and shall ensure that each of its Authorised Users shall comply with the same):

2.2.1shall only allow its Authorised Users to access the API Services;

2.2.2shall not share API Keys with any third parties and shall keep all API Keys confidential and secured;

2.2.3shall maintain a written, up to date list of Authorised Users and the API Key(s) they have been provided with and shall provide such list to the Supplier within 5 Business Days of the Supplier's written request at any time or times; and

2.2.4shall permit the Supplier to audit its use of the API Services and the API Keys, provided that such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business.

2.3If any of the audits referred to in clause 2.2.4 reveal that an API Key has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Supplier may promptly disable all API Keys.

2.4The Customer shall not (and shall procure that its Authorised Users do not) access, store, distribute or transmit any Viruses, or any material during the course of its use of the API Services that:

2.4.1is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.4.2facilitates illegal activity;

2.4.3depicts sexually explicit images;

2.4.4promotes unlawful violence;

2.4.5is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

2.4.6is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

2.5The Customer shall not (and shall procure that its Authorised Users do not):

2.5.1except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted hereunder:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, transmit, or distribute all or any portion of the Software, or

(b)attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

2.5.2access all or any part of the API Services to obtain Intellectual Property Rights and/or other knowhow in order to build a product or service which competes, or could compete, with the API Services or any other services offered by the Supplier; or

2.5.3use the API Services and/or Documentation and/or Processed Data to provide services to third parties equivalent or akin to the API Services or any other services offered by the Supplier from time to time; or

2.5.4subject to clause 21.1, licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the API Services available to any third party except the Authorised Users, or

2.5.5attempt to obtain, or assist third parties in obtaining, access to the API Services, other than as provided under this clause 2.

2.6The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the API Services and, in the event of any such unauthorised access or use, it will promptly notify the Supplier.

2.7The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3.1 Customer shall provide the attribution "Powered by Crystal Roof", which must always be displayed adjacent to the Processed Data. The hyperlink in the attribution must lead to the Platform’s main page at https://crystalroof.co.uk.

3.2In cases where the Processed Data is displayed on internet-facing public webpages visible to search engines, the Supplier is not allowed to use HTML rel="nofollow" attribute.

3.3The Customer acknowledges that failure to comply with this clause will lead to termination of the Contract.

4.1The Supplier shall, during the Licence Term, provide access to the API Services and make available the Documentation to the Customer in accordance with these API Terms of Use.

4.2The Supplier shall use commercially reasonable endeavours to make the API Services available 24 hours a day, seven days a week, except for:

4.2.1planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

4.2.2unscheduled emergency maintenance, repairs and alterations.

5.1The Customer shall own all right, 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.

5.2In the event of any loss or damage to Customer Data, 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 in accordance with its back-up or other such procedures. 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).

5.3The Supplier shall, in providing the API Services, use reasonable endeavours to protect the privacy and security of the Customer Data.

5.4If the Supplier processes any personal data on the Customer's behalf when performing its obligations hereunder both parties shall comply with their obligations under the EU General Data Protection Regulation 2016/679 ("GDPR"), the Data Protection Act 2018 and any other legislation in force in EU member states from time to time which implements GDPR when providing the Service.

5.5The Customer grants the Supplier unlimited, unrestricted and royalty free rights in perpetuity to use the Customer Data.

6.1The parties agree that:

6.1.1all Intellectual Property Rights in the Processed Data are and will remain the property of the Supplier or its licensors, as the case may be;

6.1.2the Customer shall have no rights in or to the Processed Data other than an nonexclusive, non-assignable, royalty free licence to use it in accordance these API Terms of Use; and

6.1.3the Customer’s use of the Processed Data: (i) shall be limited to the Permitted Use; and (ii) shall not include any distribution, re-selling, on-selling, sub-licencing (to third parties) or other activities which compete, or could compete, with the API Services or any other services offered by the Supplier from time to time.

6.2The Supplier shall not be responsible if the Processed Data is not accurate, complete or current. The Supplier shall not have any responsibility for any consequence relating directly or indirectly to any action or inaction that you take based on the Processed Data.

6.3The Supplier shall not have any responsibility for any consequence relating directly or indirectly to any action or inaction that Customer may take based on the Processed Data.

6.4The Supplier is not authorised by the Financial Conduct Authority in the United Kingdom. The Processed Data is not intended to constitute any form of investment, tax, legal, or any form of financial advice; does not constitute any form of invitation, inducement or recommendation; and shall not be relied upon by the Customer in making (or refraining from making) any specific investment or other decision.

The Customer acknowledges that the API Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third party website nor the content of any of the third-party website made available via the API Services and shall have no liability to the Customer for any loss or damage suffered as a result of a Customer accessing and/or using any such third-party website.

8.1The Supplier undertakes that the API Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

8.2The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the API Services contrary to the Supplier's instructions, or modification or alteration of the API Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the API Services do not conform with the foregoing undertaking, 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 8.1. Notwithstanding the foregoing, the Supplier:

8.2.1does not warrant that the Customer's use of the API Services will be uninterrupted or error-free; or that the API Services, Documentation and/or the information obtained by the Customer through the API Services will meet the Customer's requirements; and

8.2.2is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the API Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.3These API Terms of Use shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided hereunder.

8.4The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations hereunder.

9.1The Customer agrees and undertakes to:

9.1.1provide the Supplier with: (a) all necessary co-operation in relation to these API Terms of Use; and (b) all necessary access to such information as may be required by the Supplier; in order to provide the API Services, including but not limited to Customer Data, security access information and configuration services;

9.1.2comply with all applicable laws and regulations with respect to its activities hereunder;

9.1.3carry out all other Customer responsibilities set out in these API Terms of Use in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

9.1.4ensure that the Authorised Users use the API Services in accordance with these API Terms of Use and shall indemnify the Supplier for any Authorised User's breach of these API Terms of Use;

9.1.5obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations hereunder, including without limitation the API Services;

9.1.6ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

9.1.7be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

10.1The API Services are offered under different Pricing Plans, the limits and features of which are available at the Platform. Customer’s rights and obligations with respect to the API Services will be based in part on the selected Pricing Plans.

10.2When the Customer purchases a Subscription, they start their Free Trial Term.

10.3After the Free Trial Term ends, the Customer will be automatically charged in accordance with the selected Pricing Plan.

10.4When the Customer purchases API Services they expressly authorise the Supplier or the Supplier’s third-party payment processor to charge Customer for the API Services.

10.5Customer represents and warrants that they have the legal right to use all payment methods that they provide to Supplier.

10.6All fees are stated and solely payable in sterling pounds, non-cancelable, non-refundable, and not subject to setoff.

10.7In the event that the Customer fails to pay the full amount owed to the Supplier, the Supplier may limit Customer’s access to the Services, in addition to any other rights or remedies the Supplier may have.

10.8Authorisation for Recurring Payments:

10.8.1All Pricing Plans involve recurring Charges. Depending on which options the Customer chooses, those Charges may recur each month or year thereafter, at the then-current rate. Charges are subject to change, although the Supplier will notify the Customer before effecting any change.

10.8.2By agreeing to these API Terms of Use and purchasing a Subscription, the Customer acknowledges that the Subscription has recurring payment features and Customer accepts responsibility for all recurring payment obligations prior to cancellation of Customer’s Subscription by them or the Supplier. Supplier (or Supplier’s third party payment processor) will automatically charge Customer in accordance with the term of Customer’s Subscription (e.g., each month or year), on the calendar day corresponding to the commencement of Customer’s Subscription using the payment information the Customer has provided.

10.8.3In the event the Subscription begins on a day not contained in a later month, Customer’s payment method will be charged on such other day as the Supplier deems appropriate. For example, if the Customer started a monthly Subscription on January 31st, the Customer’s next payment date is likely to be February 28th, and the Customer payment method would be billed on that date.

10.8.4The Subscription continues until canceled by the Customer or terminated by Supplier in accordance with these Terms.

11.1The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the API Services and the Documentation. Except as expressly stated herein, these API Terms of Use do not grant the Customer any rights to, under or in, any Intellectual Property Rights in respect of the API Services or the Documentation.

11.2The Supplier confirms that it has all the rights in relation to the API Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these API Terms of Use.

12.1Each party may be given access to Confidential Information from the other party in order to perform its obligations hereunder. A party's Confidential Information shall not be deemed to include information that:

12.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

12.1.2was in the other party's lawful possession before the disclosure;

12.1.3is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

12.1.4is independently developed by the receiving party, which independent development can be shown by written evidence.

12.2Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Contract.

12.3Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these API Terms of Use.

12.4A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 12.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

12.5Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

12.6The Customer acknowledges that details of the API Services, and the results of any performance tests of the API Services, constitute the Supplier's Confidential Information.

12.7The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.

12.8The parties acknowledge that damages may be an insufficient remedy for breach of the undertakings set out in this clause 12 and that in addition, without prejudice to all other remedies available to the disclosing party, the disclosing party shall be entitled to specific performance, injunction or other equitable relief as a remedy for such breach.

12.9The Supplier may announce on its website that it has entered into an agreement to provide services to the Customer and include a graphical representation of the Customer’s logo along with such announcement.

12.10The above provisions of this clause 12 shall survive termination of the Contract, however arising.

13.1The Customer shall indemnify the Supplier against all liabilities, reasonable and properly incurred costs and expenses, damages and losses suffered or incurred by the Supplier arising out of or in connection with any material breach of clause 2.5 by the Customer or any Authorised User (or other person who unlawfully accesses the API Services as a result of the Customer’s negligence or wilful misconduct).

13.2The Supplier shall defend the Customer, its officers, directors and employees against any claim that the API Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

13.2.1the Supplier is given prompt notice of any such claim;

13.2.2the Customer provides reasonable cooperation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and

13.2.3the Supplier is given sole authority to defend or settle the claim.

13.3In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the API Services, replace or modify the API Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

13.4In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

13.4.1a modification of the API Services or Documentation by anyone other than the Supplier; or

13.4.2the Customer's use of the API Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or

13.4.3the Customer's use of the API Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

13.5The foregoing states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and subcontractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

14.1Except as expressly and specifically provided herein:

14.1.1the Customer assumes sole responsibility for Processed Data obtained from the use of the API Services and the Documentation 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 API Services, or any actions taken by the Supplier at the Customer's direction;

14.1.2all 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 these API Terms of Use; and

14.1.3the API Services and the Documentation are provided to the Customer on an "as is" basis.

14.2Nothing in these API Terms of Use excludes the liability of the Supplier:

14.2.1for death or personal injury caused by the Supplier's negligence; or

14.2.2for fraud or fraudulent misrepresentation.

14.3Subject to clause 14.1 and clause 14.2:

14.3.1the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, 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 hereunder; and

14.3.2the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount received by the Supplier from the Customer over the preceding 12 months.

15.1The Contract shall commence on the Effective Date and shall continue until the Supplier gives the notice of non-renewal or the Customer cancels their Subscription.

15.2Customer may cancel their Subscription at any time.

15.3To cancel, the Customer can either email the Supplier at contact@crystalroof.co.uk or cancel through the Account Section. The Customer will be responsible for all Charges incurred for the then-current Subscription period.

The Supplier shall have no liability to the Customer hereunder if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that the Customer is notified of such an event and its expected duration.

No failure or delay by a party to exercise any right or remedy provided hereunder or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

19.1If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

19.2If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

20.1These API Terms of Use and the documentation specifically referred to herein constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

20.2Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these API Terms of Use.

20.3Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these API Terms of Use.

20.4Nothing in this clause shall limit or exclude any liability for fraud.

21.1The Supplier is continuously updating and changing the API Services, and reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any part of the API Services with or without notice. The Customer agrees that the Supplier shall not be liable to you or to any third party for any modification, suspension or discontinuance of the API Services (or any part thereof).

21.2The Supplier reserves the right, with the Customer’s consent not to be unreasonably withheld or delayed (and delay shall in this instance mean 10 Business Day, after which the Customer shall be deemed to consent) to vary these API Terms of Use by posting revised terms on its website and giving the Customer notice of the same.

21.3The Supplier will provide a reasonable notice to the Customer of such modifications to the API Services.

22.1The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

22.2The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract. The Supplier shall remain responsible for the acts and/or omissions of its assignees or sub-contractors.

Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

The Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

27.1The Supplier may, in its absolute discretion, require verification of the Customer’s (or, where appropriate, its ultimate beneficial owner’s) identity to the extent that the Customer has not already provided the same.

27.2If within a reasonable time after a request for verification of identity pursuant to clause 27.1 the Supplier has not received satisfactory evidence, it may suspend the Customer’s access to the Services.

27.3Where the Customer is permitted under the Contract to pay the annual Charges periodically (e.g. monthly) during the Licence Term then the Supplier may, acting reasonably, ask that the Customer provide financial information showing that it has sufficient current assets to pay the Charges for the full Licence Term.

27.4If within a reasonable time after a request for financial information pursuant to clause 27.3 the Supplier has not received satisfactory evidence, it may invoice the Customer for the full amount of the Charges payable until the end of the Licence Term and suspend the Customer’s access to the Services until such time as the invoice is paid in full.