Terms and Conditions
By accessing our APIs and environments, you are agreeing that these terms (“Terms”) will apply to your access to, and/or use of, our API. In the event of any conflict between these Terms and any other API terms you may enter into from time to time with us in connection with your use of our API, the other API terms shall prevail
1. Definitions
Terms defined in these API Terms shall have the following meanings:
“Application(s)” means your software;
“Application Credentials” means the Confidential Information supplied by Ebury that allows your Application to access the Ebury API;
“API Data” means any content consumed through a request made on the Ebury API and may include, but is not limited to, images, icons, texts, software or other content, materials or data (including personal data within the meaning of the UK General Data Protection Regulation) made available via the Ebury API (excluding the Licensee Data);
“API Documentation” means the documentation, data and information provided by Ebury regarding the use of the Ebury API available at https://docs.ebury.io/?shell#introduction;
“Confidential Information” means all confidential information, in whatever form (including written or oral), disclosed by one party to the other, including but not limited to, financial, marketing and personnel information, intellectual property, techniques, processes, trade secrets, know-how, designs, methodologies, schematics, ideas, analyses, statistics, performance information, user documentation, internal documentation, details of planned or current products or services, customer or supplier details, financial records, payment details, transaction data, Licensee information, computer records or software, specifications, APIs, models, prototypes, compositions, samples, Application Credentials, User Credentials, or other information that is or may be either applicable to or related in any way to the business, affairs and/or strategy of such party or which is marked confidential or secret or ought reasonably to be considered confidential given its nature or how it was disclosed;
“Cookie Policy” means https://ebury.com/legal/cookie-notice/;
“Ebury API” means the application programming interface developed by Ebury and/or its affiliates and offered to you for the purpose of accessing the Ebury Services;
“Ebury Policies” means the API Terms, Privacy Notice and Cookie Policy;
“Ebury Services” means foreign exchange and/or payments services and any other services which may be provided by Ebury via the Ebury API from time to time;
“Intellectual Property Rights” means 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;
“Licensee Data” means content, images, icons, texts, software or other content, materials or data (e.g. Licensee's payment files) made available by the Licensee via the Ebury API;
“Privacy Notice” means our privacy notice, a copy of which is available our website;
“Rate Limits” means the maximum number of Ebury API requests that a user, application, or service is allowed to make within a specified time period;
“User Credentials” means the Confidential Information supplied by Ebury that is used by you to access the profile and transactional data of their user account on Ebury’s backend systems via the Ebury API. This information comprises a username and password.
2. Our Ebury API
Our Ebury API is intended to be used as an interface between: (a) our digital system (the “Ebury System”) which provides access to the Ebury Services; and (b) the applications or services provided by you through your Application. In using the Ebury API, you may access certain API Data on the Ebury System in accordance with clause 7.3 below and input or otherwise use certain Licensee Data.
3. These API Terms
3.1. These API Terms set out your rights and obligations regarding the use of the Ebury API and API Data. The terms are supplemental to any relationship agreement you may have or enter into with Ebury (the “Relationship Agreement”). In the event of any inconsistency between the terms of the Relationship Agreement and the API Terms, the API terms will prevail insofar as such inconsistency or conflict relates to using the Ebury API.
3.2. You represent, warrant and undertake that (i) you have all necessary capacity, power and authority to enter into these API Terms, and that the performance of your obligations will not constitute a breach or otherwise violate any other agreement or the rights of any third party; (ii) you will maintain, while using the Ebury API, all required rights and licenses related to the Applications, and the Applications shall not infringe or otherwise violate any third party rights, including Intellectual Property Rights; and (iii) your use of the API Data does and shall comply with all applicable laws and regulations.
3.3. We may update these API terms and any other documents incorporated by reference from time to time, and we will let you know by email or other written means. These updates will take effect 10 days after we notify you. If you keep using the Ebury API, you agree to the updates. If you do not agree, you should promptly notify us of your disagreement and stop using the Ebury API and API Data.
4. Access to the Ebury API
You agree: (i) to access the Ebury API only using the Application Credentials that we give you; (ii) to keep your Application Credentials secure and that you are responsible for any use of the Ebury API using your Application Credentials; and (iii) that end users shall not be prompted to provide any passwords, usernames or other login details that they use to access the Ebury System, unless implemented via the openIDconnect redirect as documented.
5. How you may use the Ebury API
You must ensure that your use of the Ebury API complies with these API Terms, all documentation relating to the Ebury API and/or Ebury System provided or made available by us to you, including the API Documentation and Ebury Policies (as updated from time to time), the Relationship Agreement and all applicable laws, including data protection laws.
6. What the Ebury API must not be used for
6.1. If these API Terms do not specifically say you can do something in connection with the Ebury API, the API Data and the Ebury System, then you cannot.
6.2. You must not use the Ebury API for any unlawful purpose or activity whatsoever, including fraud or terrorism, or to promote any unlawful act, or to send spam, or in any way which:
(a) interferes with or degrades the Ebury Services;
(b) makes any private information on the Ebury System publicly available on the Application;
(c) is abusive, harmful, threatening or defamatory or may otherwise cause offence (including uploading any material that contains a virus or other malicious code);
(d) does or could potentially breach a legal duty to anyone else (including a duty of confidentiality) or infringe a person’s right to privacy;
(e) promotes discrimination or is likely to incite hatred;
(f) may infringe the Intellectual Property Rights or any other rights of anyone (including ours); or
(g) is inconsistent with the Ebury Policies.
6.3. You must also not:
(a) use the Ebury API in conjunction with any commercial purpose, including selling, leasing, sharing, transferring or sublicensing the Ebury API, or deriving income from the use or provision of the Ebury API, whether for direct commercial or monetary gain or otherwise, unless the Ebury
Policies specifically permit otherwise or with our prior written consent;
(b) use the Ebury API in a product or service that competes with our products or services unless the Ebury Policies specifically permit otherwise or with our prior written consent;
(c) modify, add to, or otherwise enhance the Ebury API;
(d) except as strictly necessary for you to integrate the Ebury API with your Application, copy or decompile the Ebury API or observe, study or test the functioning of the Ebury API (or any part of it);
(e) infringe or copy our code or content or the design of the Ebury System, the Ebury API and any of our other Intellectual Property Rights; or
(f) use the Ebury API in a manner that exceeds Rate Limits, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Ebury Policies (as determined in our sole discretion).
6.4. You can only store API Data indefinitely if the API Documentation allows it. Otherwise, you must erase it from any Application and any data storage you have or control within 24 hours of accessing it through the Ebury API.
6.5. You may not disclose or store any API Data in any data repository which enables any third party access unless such disclosure or third party access is expressly permitted by us.
7. Licences to use the Ebury API and API Data
7.1. We grant you a non-exclusive, revocable and non-transferable licence, without a right to sublicense to end users, to use the Ebury API for your internal use, including for the purpose of, (i) in the case of sandbox mode, evaluating whether or not to use the Ebury API in production mode, or (ii) in the case of production mode, connecting to the Ebury System to your Application to access Ebury Services, subject to the API Terms.
7.2. Ebury may from time to time deploy new updates, releases and revisions of the Ebury API (the “Releases”). Where a Release relates to a new feature, product and/or service you are under no obligation to use such Release upon deployment. Ebury shall use reasonable endeavours to ensure that the Release does not affect the functionality of the Ebury API in accordance with these API Terms. If such Release is reasonably likely to affect the functionality, Ebury will provide 3 months’ prior written notice of such Release prior to it taking effect (unless such Release is required by applicable law or regulator). The Ebury API licensed under these API Terms shall include any Releases.
7.3. We grant you a non-exclusive, revocable, and non-transferable licence, without a right to sublicense to end users, to display, view and use the API Data for the sole purpose of providing you with, or to enable you to access, the Ebury Services, provided that you shall not create permanent copies of the API Data, and without our prior written consent, make derivative works of, or commercially distribute or otherwise exploit the API Data, or use the Ebury System or any API Data in a way that inaccurately suggests an association between you and us or our licensors.
7.4. You accept that the API Data may contain our or third party Intellectual Property Rights and you shall ensure that your use of such API Data does not infringe those rights by adhering to clause 7.3 of these API Terms.
7.5. Except for your right to use the Ebury API, the Ebury System and API Data as specifically granted in these API Terms, all Intellectual Property Rights in and to the Ebury API, the Ebury System and API Data are ours and remain ours (or our licensors’). All Intellectual Property Rights in and to the Licensee Data are yours and remain yours and you grant us a licence in respect of such data under clause 8.2 below.
7.6. If you acquire any Intellectual Property Rights in the Ebury API, the Ebury System or any API Data, you shall transfer these rights (both existing and future) with full title guarantee to us or anyone else we nominate (or you will make this happen immediately). You shall sign all documentation and do such things as we think necessary to transfer those rights.
7.7. You accept and understand that the Ebury API, API Documentation and API Data contain confidential and proprietary information and you shall not conceal, modify, remove, destroy or alter in any way any trade mark, service mark, copyright, proprietary markings and other proprietary notices on or in the Ebury API, API Documentation, API Data or any related materials and documentation.
8. Our rights
8.1. We have the right at any time to access your Ebury API account and to monitor your use of the Ebury API to ensure you are complying with these API Terms.
8.2. You grant us a royalty-free, perpetual, irrevocable, non-exclusive, transferable licence to use, reproduce, copy, download, view modify, publish, edit, translate, distribute, perform, display and otherwise utilise any Licensee Data, content or material that you provide to us through the Ebury API including end user content or material and any data or analytics generated from the same, as set out in our Privacy Notice.
8.3. We may change, suspend, or discontinue any aspect of the Ebury API at any time, including the availability of the Ebury API. We may also impose limits on certain features and services or restrict your access to parts or the Ebury API without notice or liability.
8.4. We reserve the right to charge fees for future use of or access to the Ebury API or the Ebury System in our sole discretion. If we decide to charge for use or access, we will provide you with prior notice of such charges.
8.5. We reserve the right to deny access to the Ebury API if you exceed the Rate Limits and to deny any subsequent requests you make to access the Ebury API until the Rate Limits resets, as per the defined time window communicated to you.
9. Our Marks
All trade marks, logos and service marks (the "Marks") which appear on the Ebury System or Ebury API are our registered and unregistered Marks or are licensed for use by us by the owners of those Marks. Nothing contained on the Ebury System or Ebury API should be construed as granting any licence or right to use any Marks displayed on the Ebury System or Ebury API without our written permission. Any such use (if agreed in writing) must be strictly in compliance with our written instructions. Misuse of any Mark displayed on the Ebury System, the Application or the Ebury API, or any other content on the Ebury System, except as provided herein, is strictly prohibited.
10. Termination
10.1. The licences granted by us under these API Terms will continue until (i) you stop using the Ebury API and the API Data and notify us accordingly, (ii) you decide not to proceed to production following a sandbox, or (iii) we terminate your use (which we may do by written notice at any time for any reason). If (x) you stop using the Ebury API and the API Data, (y) you breach these API Terms or (z) the Relationship Agreement terminates for any reason in accordance with its terms, your rights to use the Ebury API and the API Data will automatically terminate, and we can shut down or restrict your access to the Ebury API and/or the API Data.
10.2. In the event that any of the licences granted by us under these API Terms terminate for any reason, you shall promptly return or delete and destroy all copies of the Ebury API and/or API Data and any Confidential Information in your possession or control, and shall certify to Ebury that such actions have occurred.
10.3. Termination of these API Terms will not automatically terminate the Relationship Agreement. You will remain bound by the terms of the Relationship Agreement until it is validly terminated in accordance with its terms.
10.4. Your obligations relating to the Ebury API, API Data, data protection, security and confidentiality and the indemnities and licences granted by you and the limitations and exclusions of liability set out in these API Terms and any other provisions expressed or implied to survive will continue even after any licences (and/or these API Terms of Use) have otherwise ended for any reason.
11. Confidentiality
11.1. You shall keep our Confidential Information confidential, only use our Confidential Information to use, and undertake development work with, the Ebury API, and will give us notice of any unauthorised misuse, disclosure, theft or loss of our Confidential Information immediately upon becoming aware of this.
11.2. You shall not without our prior written consent use, disclose, copy or modify our Confidential Information (or permit others to do so) other than as is strictly necessary for you to be able to do what you are permitted and/or required to do under these API Terms.
11.3. You may disclose our Confidential Information to your officers, employees, agents, professional advisers and contractors (and permit them to use, copy or modify our Confidential Information) as is strictly necessary for you to be able to do what you are permitted and/or required to do under these API Terms. Where disclosure to your officers, employees, agents, professional advisers and contractors is necessary, you shall ensure such persons are made aware of these confidentiality obligations and at all times comply with them. You shall at all times be liable for the failure of any of your representatives to comply with these confidentiality obligations.
11.4. You may disclose our Confidential Information as required by law. In the event that you become legally compelled to disclose any of the Confidential Information, then (to the extent permitted by law) you shall give us prompt written notice of the fact so that we may take such steps to prevent such disclosure as we deem appropriate and you shall cooperate with us in such manner as we may reasonably require.
12. Disclaimers
12.1. To the maximum extent permitted by applicable law, you accept and agree that the Ebury API is provided on an ‘AS IS’ basis and that:
(a) we provide no representation or warranty that the Ebury API will meet any particular requirements;
(h) the Ebury API may not be free of bugs or errors, and that the existence of bugs or errors shall not constitute a breach of these API Terms;
(i) the Ebury API may not be compatible with third party software or equipment, and you remain responsible for your own hardware, content and any other data uploaded through the Ebury API;
(j) we accept no responsibility for any liability that arises in connection with anyone else unlawfully obtaining access to your Ebury API account in order to abuse the nature and intent of the Ebury API (although this does not include where we access to your Ebury API account under these API Terms); and
(k) we accept no responsibility for any liability that arises in connection with the theft of your username or password by unauthorised third parties.
12.2. We shall not be liable, nor be required to fix, any problem arising from: (i) any modification made to any part of the Ebury API by anyone other than us without our express prior written consent; or (ii) any defect or error wholly caused by any equipment or third party software used in connection with the Ebury API.
13. Security
13.1. You must ensure that all materials, including software and documents, that form part of your Application are checked with generally accepted Internet industry standard up-to-date antivirus and anti-worm software, and are determined to be virus-free and worm-free. Any data provided to the Ebury API must not contain harmful scripts or code. We shall not be liable for any loss or damage arising out of any virus or other malicious code.
13.2. You must ensure that the networks, operating system and software of your web server(s), routers, databases, and computer systems (collectively, “System” or “Systems”) must be properly configured to generally accepted Internet industry standards, as required to securely operate your Application.
13.3. You must promptly report any security deficiencies in or intrusions to your Systems that you discover by writing via email to security@ebury.com. You will work with us and anyone we designate to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruders. In the event of any such security deficiency or intrusion, you will make no public statements (i.e. press, blogs, bulletin boards, etc.) without prior written consent from us in each instance.
13.4. You will minimise access to and use of the User Credentials. Wherever possible, you should log (with time and date) use of the User Credentials to enable a complete audit trail of activities. When an individual terminates his or her employment with you, his or her passwords and access password facilities must be terminated immediately.
14. Audit
14.1. We have the right to audit, at our own expense, or to have an independent third party that is not your competitor, to inspect and audit your compliance with the security provisions in clause 13. We will give you 48 hours' notice before conducting such an audit, and may conduct no more than four audits annually. Any such audit will be conducted during regular business hours in such a manner as not to interfere with normal business activities.
14.2. If an audit reveals a material breach of any of these security provisions, you will reimburse us for the reasonable costs of the audit. You will (at your own expense) correct any security flaws detected by such an audit as soon as possible. You will then promptly certify to us in writing that the security flaw has been corrected, along with a description of the corrective action(s) taken.
15. Liability
15.1. Use of the Ebury API is at your discretion and at your risk. Given that we are allowing you access to the Ebury API, we exclude and/or limit our liability to the maximum possible extent that we are permitted to under applicable law. Other than as expressly stated, the limitations and exclusions of liability in this clause 15 apply to all losses, damages, liabilities and claims howsoever arising, including in negligence or otherwise.
15.2. We shall not be liable to you for the unavailability and/or non-performance of the Ebury API due to the unavailability or non-performance of the Application.
15.3. We shall not be liable to you for any loss of profits, business, contracts, anticipated savings, goodwill, or revenue, any wasted expenditure, or any loss or corruption of data (regardless of whether any of these are direct, indirect or consequential), or any indirect or consequential loss or damage whatsoever, arising under or in connection with these API Terms, even if we were aware of the possibility that such loss or damage might be incurred by you.
16. Indemnification
16.1. To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless us and our affiliates, officers, employees, agents and licensors from and against all losses or damage we may suffer related to: (i) the Application infringing the Intellectual Property Rights of anyone (including us); (ii) any misuse of the Ebury API or API Data, including any claim that your use of the API Data infringes the Intellectual Property Rights or privacy rights of anyone else; (iii) any breach by you of any promise or non-performance of any of your obligations under these API Terms; and (iv) any claim arising from the unavailability of the Application which means you are unable to access the Ebury API and we are unable to deliver our services under the Relationship Agreement.
17. Governing law and jurisdiction
These API Terms and any dispute or claim arising out of, or in connection with, these API Terms, their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.