ANY PERSON OR ENTITY (“User” or “You”) USING OR OTHERWISE ACCESSING THE SITE AT swiftaid.co.uk or developers.swiftaid.co.uk (together the “Site”), OR ANY OF THE INFORMATION CONTAINED WITHIN THE SITE MUST AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (“Agreement”).
The Site together with all software, content, data and other materials contained therein (“Content”) are owned or controlled by Streeva Ltd, a company registered in England under Company Number 9451226 with offices at Carsize Barn, Carsize Lane, Leedstown, Hayle, TR27 5EX, UK. Streeva Ltd is referred to in these terms and conditions as “we”, “us”, “our” or “Swiftaid”. When you register with the Site or otherwise access the Developer Tools, you are contracting with Swiftaid. You must be at least 18 years old to register with Swiftaid and/or use the Developer Tools. If you are an agent, employee, director or an owner of a company (which could be any business entity or a partnership), you agree that your company will be responsible for your use of the Site and/or the Developer Tools and you represent and warrant that you have the authority to legally bind your company.
You agree: to not allow anyone else to use your email address to access the Site or any Content; to not do anything which would assist anyone else to gain access to any secured area of the Site; and to not create additional registration accounts for the purpose of abusing the functionality of the Site or any Content, or other Users, or to seek to pass yourself off as another User. If you think someone else has obtained your account details, please let us know immediately via help@swiftaid.co.uk. Please note that you will be responsible to Swiftaid and to others for all activity that occurs under your account. You agree to provide only true, accurate and complete information to us via the Site. Any personal information provided by Users will be treated with appropriate care and security in accordance with our Privacy Policy.
Swiftaid offers access and use of its application programming interfaces, including app keys and access tokens ("APIs") and software development kits (“SDKs”) and related materials, information and documentation (“Documentation”) available via the Site (together, the APIs, SDKs and Documentation are the “Developer Tools”). Swiftaid hereby grants to you, for the period of your compliance with this Agreement unless terminated earlier by Swiftaid on written notice (“Term”), a non-exclusive, royalty-free, non-sub-licensable, revocable licence to (solely for the purpose of providing the products and services to your customers that you identify when you register with us) use the SDKs to create applications, access data and other content made available to you through your configuration of the APIs and integrate the APIs into your system, and (solely for your internal business purposes) to browse the Site and any information or materials made available via the Site; and download one copy of our Documentation. In consideration for such grant, you agree to comply with:
this Agreement;
the Privacy Policy at https://www.swiftaid.co.uk/legal/privacy/; and
the Swiftaid integrator programme instructions at https://developers.swiftaid.co.uk/documentation.
Such licence is solely for your own use in compliance with this Agreement and you may not use the Developer Tools for any other purposes without Swiftaid’s prior written consent. You agree to grant to us (by way of present and future licence) a non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable licence to all intellectual property rights in any feedback and/or improvements (including ideas for improvements and software code, documentation or other material documenting improvements) to the Developer Tools or the Site that you make available to us and you agree that the same may be published by us and/or third parties.
You are responsible for configuring your information technology, computer programmes and platform in order to access the APIs. You should use your own virus protection software and ensure that it is regularly checked and updated. You agree to make any and all arrangements that you may consider necessary for access to the Site and/or the Developer Tools. We may (but we are not required to) provide a chat forum for support for the Developer Tools and may alter or withdraw such forum at any time. We may modify, enhance, amend or replace any or all of the Developer Tools, and/or change the Content made available to you via the APIs or the Site at any time. We may also:
suspend, withdraw, discontinue or change all or any part of the Developer Tools or the content at any time and for any reason without notice;
suspend or stop your access to the Developer Tools, the Content or the Site at our sole discretion at any time and for any reason, including without limitation:
if we know or suspect that you have (or, if you are a company, anyone acting on your behalf has) not complied with any of the applicable terms;
if we know or suspect that you are (or any one controlling you is) not authorised by the appropriate regulator;
if we have any concerns that you are (or any one controlling you is) not fit and proper to have access to content, failing to comply with our developer standards or have not implemented appropriate precautions;
for our own business purposes, including our compliance with applicable law or a request from a regulator; or
if you make a number of calls to the APIs that we consider unreasonable.
If and when you stop using the Developer Tools, accessing the Content or using the Site for any reason (including where we suspend or stop your access), you agree to disable the APIs integrated into your system, to permanently delete or destroy any downloaded copy of the Documentation and any copies of our other confidential information you may have obtained from us, and to remove any and all of our logos or any reference to us in connection with your products or services (and in such circumstances, we reserve the right to contact any of our affected customers to make them aware that content is no longer supplied by Swiftaid to you). In order to access the Developer Tools (or elements of it), Swiftaid may issue one or more security keys, tokens, passwords or other credentials to you to ensure that your access is secure (“Keys”). You may not sell, transfer, sublicense or otherwise disclose such Keys or other security features to any third party without our prior written consent. You shall be responsible for the secrecy and non-accessibility of any such Keys issued to you.
You agree and acknowledge that all copyright and other intellectual property rights (“Intellectual Property Rights”) in and to the Developer Tools (and any part thereof) are and shall remain in the sole and exclusive ownership of Swiftaid and that you shall not acquire or be deemed to acquire under or as a result of this Agreement any ownership of any Intellectual Property Rights in or to the Developer Tools. For the avoidance of doubt, nothing in this Agreement is intended to transfer ownership of any Intellectual Property Rights from or to either party. Further, you acknowledge and agree that Developer Tools and any and all ownership of all Intellectual Property Rights resulting from use and/or integration of Developer Tools shall vest in Swiftaid. For the avoidance of doubt, Swiftaid makes no warranty or representation that all or any such resulting work(s) shall be lawful, non-infringing and/or available for exploitation by you or any third party. You agree that you shall not:
use the Developer Tools in any way save as expressly permitted hereunder;
use (or facilitate or allow use of) any alternative means (such as robots, spiders, scraping, or other technology) to access or use (or allow access or use of) the Developer Tools or any other Swiftaid property or asset;
make any representations or warranties of any kind whatsoever to any third party with respect to Swiftaid’s obligations in relation to the Developer Tools (save as agreed hereunder);
modify, reverse engineer or decompile the Developer Tools (or any elements thereof);
commercialise (i.e., sell, rent, or lease), copy, store, or cache the Developer Tools;
modify, change, update, or enhance any Developer Tools (or any functionality thereof) at any time, without prior written agreement of Swiftaid;
access any part of the Developer Tools in order to build a product or service which competes with our products and services without our written permission; or
license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit the Developer Tools, or otherwise make them available to any third party. Further, you shall:
use the Developer Tools strictly in compliance with applicable law;
not misuse the APIs or the SDKs including by knowingly introducing, or being reckless or negligent as to the introduction of, viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful or detrimental in any way to us or any database or programmes accessed by the APIs;
not disclose or in any other way misuse app keys, access tokens or any other authentication apparatus used by the APIs;
not permit anyone else to, attack the Site or any database accessed by the APIs via a denial-of-service attack or a distributed denial-of-service attack;
not make calls to the APIs above any call rate limit we may set or, if no rate limit is set, above a reasonable number of calls on a daily basis;
not post defamatory materials or abusive messages on the Site or in any chat forum hosted by us on the Site or any other platform;
not use the Site or any chat forum hosted by us on the Site or any other platform to harass another person;
not provide any feedback, software code, documentation or other material to us that is not yours or that you do not have permission to provide for us to use or publish for the purposes mentioned in the applicable terms; and
not use the APIs or any content for money laundering, terrorist financing or any fraudulent or illegal purposes.
the Developer Tools will meet your particular requirements;
the Developer Tools will be uninterrupted, timely, secure, or error-free;
the results obtained from the use of the Developer Tools will be accurate, complete, reliable or effective; or
the quality of any content or services obtained by you from the Site, from us, or from any third parties’ websites to which the Site is linked, will meet your expectations or be free from mistakes, errors or defects.
To the extent reasonably practicable, you agree to ensure or procure that every page of the service for which you use the Developer Tools shall display a Swiftaid logo and the phrase “Powered by Swiftaid”. We may want to use or access any application you develop and use to access Content via the APIs and in such case you grant us a perpetual, irrevocable, sub-licensable, worldwide licence to use and access your application(s) for the purposes of testing your application(s) from time to time. Further, you agree that we may withhold your access to any Content until we are satisfied that such application meets requirements and that we may operate tests where the number of calls to any of the APIs appears unreasonable or otherwise for investigations of possible faults and/or compliance with applicable law. You agree that we may display your name and/or logo on the Site for purposes connected to you as a participating developer.
We may let you display our name and logo or let you link to any of our websites in connection with your marketing of any application you develop using the Developer Tools to your customers. If you would like to use our name and logo in any way or link to any of our websites, please contact us to let us know how you propose to use them and we shall consider the request and give you permission in writing if we agree. You must ensure your customers know that we are not endorsing or approving your products or services and we may send you wording to use with your customers to make this clear. If for any reason we do not give permission in writing, you must not use our name and logo or link to any of our websites. For the avoidance of doubt, you must not make any legal representations, guarantees or warranties on behalf of us or with respect to the Developer Tools.
the access you request to the Content is approved as applicable in the customer permissions;
unless we agree in writing and you agree any further necessary terms with us, you will not send the Content to any country outside the European Economic Area or allow anyone located in a country outside the European Economic Area to access the Content in any way (which may include maintaining systems that host the data);
you shall use the Content strictly in accordance with the customer permissions and not for any other purpose; and
you will use the Content you need only to provide the products and services you have agreed with our customers via the customer permissions.
You agree to provide us with copies of the customer permissions promptly on request. If your products and services do more than present the customer’s content to the customer (for example, if you share any information about the Content with someone other than the customer) you shall, prior to requesting any of the Content from us, ensure the relevant customer permissions inform the customer of how you will use the Content, and tell us specifically what you shall do with the Content and share the relevant customer permissions with us. You acknowledge that in order to provide you with access to Content, we will rely on consents from our customers permitting us to grant you access to Content. You shall give us all the information we need about your products and services to allow us to tell our customers how you will use the Content. If you change your products and services in any way after you start accessing Content, you shall tell us in advance of making those changes to allow us to update the consents we have from our customer if we need to. You accept that any of our customers can withdraw their consent at any time. We shall allow you to have access to Content only if we have duly informed consent from the relevant customer. You warrant that your products and services have (and will retain) appropriate security safeguards for the transmission and storage of the Content that meet any security protocols that we have in place from time to time. You agree that, in the provision of your products and services, you will ensure that all Content is presented to your customers in a way which is accurate, fair and not in any way misleading. You shall provide us with any information we may ask for at any time to allow us to be satisfied that you are a fit and proper person (or controlled by persons who are fit and proper persons if you are a company) to have access to Content related to our customers. If you provide us with any data from your products and services via any APIs, you will, prior to providing any of that data to us, make sure that the customer permissions permit you to share that data with us, and to make sure that your customers know that our use of that data is subject to our terms and conditions and privacy policy with those customers once the data is received by our systems.
Swiftaid may at any time terminate this legal Agreement, in our sole discretion without prior notice to you and without reimbursement, if we believe that you may have breached (or acted in a manner indicating that you do not intend to or are unable to comply with) any term herein, or if we are legally required to do so by law, or if continuation is likely to be no longer commercially viable. You acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites or any unlawful act or omission, including cooperating with law enforcement authorities in investigating suspected criminal violations.
Our liability hereunder shall be limited to the total amount we actually received from you by way of fees (or, if greater, GBP£100) and we shall not be liable for any indirect or consequential loss of any kind in contract, tort or otherwise arising in connection herewith. Nothing in this Agreement shall operate to limit or exclude liability for death or personal injury caused by negligence of either party. We shall not be liable for any loss or damage caused by a virus, distributed denial-of-service attack or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Developer Tools or the Content or the Site.
You agree to indemnify us for any loss or damage that we may incur, including without limitation legal fees, arising from any breach by you of the warranties contained herein. We shall indemnify and defend you, your agents and employees against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyers’ fees) arising out of a claim brought by a third party alleging that the use of the Developer Tools in accordance with this Agreement infringes the Intellectual Property Rights of the third party. In each case the indemnities hereunder are conditional on the indemnified party providing the indemnifying party with:
prompt notice of any such claim;
reasonable co-operation in the defence and settlement of such claim, at its own expense; and
sole authority to defend or settle the claim. In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
modification of the Developer Tools by anyone other than us or anyone acting on behalf of us;
your use of the Developer Tools in a manner contrary to this Agreement; or
your use of the Developer Tools after notice of the alleged or actual infringement from us or any appropriate authority has been given to you.
The brands, products and service names used in the Site (including without limitation, “SWIFTAID” and the “SA” logo) are trademarks or trade names of Swiftaid unless otherwise stated.
You agree and undertake not to attempt to damage, deny service to, hack, crack, reverse-engineer, or otherwise interfere (collectively, “Interfere”) with the Site and/or the Content in any manner. If you in any way Interfere with any of these, you agree to pay all damages we incur as a result. We will cooperate with the authorities in prosecuting any User who Interferes with the Site or the Content or otherwise attempts to defraud Swiftaid or any other parties through your use of the Site or the Content or any services provided hereunder. We reserve the right to deny any or all access or service to any User for any reason, at any time, at our sole discretion. You agree that we may block your access, and at our sole discretion to disallow your continued use of the Site and/or the Content. We reserve the right to take any action we may deem appropriate in our sole discretion with respect to violations or enforcement of the terms of this Agreement, and we expressly reserve all rights and remedies available to us at law or in equity.
Your use of the Site and/or any Content creates no partnership, client, fiduciary or other professional relationship.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations hereunder that is caused by events outside our reasonable control.
If any part, term, or provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, unenforceable, or in conflict with any relevant law, the remaining portions or provisions shall still remain valid and continue in full force and effect.
No waiver, express or implied, by either party of any term or condition or of any breach by the other of any of the provisions of this Agreement shall operate as a waiver of any breach of the same or any other provision of this Agreement.
This Agreement may be varied from time to time by our posting new terms on the Site, and any such amendment will be applicable to all Users from the date and time such revised terms have been posted on the Site (or other such date as shown in such notice). Your continued use of the Site and/or the Service constitutes agreement with and acceptance of any such amendment or other changes.
This Agreement shall be governed by and construed in accordance with the laws of England. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Courts of London, England.
If you have any questions, please contact us at the following address: Streeva Ltd, Carsize Barn, Carsize Lane, Leedstown, Hayle, TR27 5EX, UK, or email us via help@swiftaid.co.uk.
Version 1 - 14 April 2020