API Terms of Service

Use of API

Subject to you complying with our Acceptable Use Policy and the terms of any Primary Agreement, we hereby grant you a non-exclusive, non-transferable, limited licence to access and use the API Materials for the purposes of developing, testing and operating an integration between the Customer Platform and the Shieldpay Platform. You shall only use the API in accordance with the Documentation.

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Availability

We shall make the API generally available between the hours of 8am and 6pm on Business Days except for planned maintenance, which we will communicate in advance through our status page (where you can subscribe for email notifications), and unplanned maintenance that is necessary to ensure the security, stability and integrity of the Shieldpay Platform, which we will use reasonable endeavours to communicate through our status page as soon as possible.

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Security

You shall: (a) ensure that the Customer Platform and any network, computer system, application, database, or other resources that may be integrated with the Shieldpay Platform via the API, are properly configured to ensure the security and integrity of any data transmitted between the Customer Platform and the Shieldpay Platform via the API; (b) ensure that any API key, token or other access credentials are kept confidential; and (c) immediately notify us if you know or suspect that any API key, token or other access credentials have been compromised.

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Usage limits

You acknowledge that we may limit the number of calls that may be made to the Shieldpay Platform via the API to maintain the stability and integrity of the Shieldpay Platform. Such limits may be set by us at any time without prior notice. 

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Distribution

You shall not distribute any software code or software application in any form on any marketplace, aggregator or other repository of software code, or in any software applications, that will access or use the API.

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Intellectual Property Rights

All right, title and interest, including intellectual property rights, in or to the API Materials or the Shieldpay Platform belongs to us or our licensors. All right, title and interest, including intellectual property rights, in or to the Customer Platform and any integrations developed by you for the purposes of integrating the Customer Platform with the Shieldpay Platform via the API, belong to you or your licensors. 

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Term and termination

Your access to and use of the API will terminate in accordance with the terms of any Primary Agreement or, if no such agreement exists, upon either party giving not less than 30 days’ written notice to the other party by email. 

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Suspension

Without limiting any rights of suspension that we may have under the terms of any Primary Agreement, we may suspend your right to access or use the API on giving reasonable prior notice to you by email if: (a) we know or reasonably believe that there has been a breach of our Acceptable Use Policy; (b) we identify that your use of the API is affecting the security, stability or integrity of the Shieldpay Platform; or (c) your continued access or use of the API may subject us or any of our affiliates to any third party liability. 

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No warranties

Except as may be set out in any Primary Agreement: (a) you assume sole responsibility for the effective integration of the Customer Platform and Shieldpay Platform via the API and for the results of such use; (b) all warranties, representations, conditions and other terms of any kind implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and (c) the API and Documentation are provided to the Customer on an “as is” and “as available” basis.

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Limitation of liability

Subject to any exclusions and limitations of liability set out in any Primary Agreement, you acknowledge that we will not be liable to you, your affiliates, your customers, or any other person, for any costs, damages or losses (whether direct, indirect, or consequential and whether in contract, tort (including negligence) or otherwise) arising out of or in connection with: (a) any failure or defect in the API; (b) any latency issues; (c) the unavailability of the API; (d) any inaccuracy or omission in the Documentation; (e) any information, instructions or scripts provided to you by us; or (f) any of our acts or omissions resulting from your instructions.

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Amendments

We may amend these Terms on one or more occasions, and you should check these Terms periodically to take notice of such amendments. Your continued access to and use of the API is conditional upon your continued acceptance of these Terms. If any amendment to these Terms is not accepted by you, you must cease your access to and use of the API immediately; however, this will not affect your continuing obligations under any other agreement under which we have agreed to make the API available to you, in particular, your obligation to pay for any services under such agreement.

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Interpretation

In these Terms: (a) headings will not affect its interpretation; (b) reference to a person includes a natural person, incorporated or unincorporated body (whether having separate legal personality or not); (c) a reference to writing or written includes email (in the case of Shieldpay, to legal[at]shieldpay.com) and any notifications given by Shieldpay through the API or Shieldpay Platform, but not any other form of electronic communication.

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Governing law and jurisdiction

The laws of England and Wales, without giving effect to its principles of conflicts of law, govern all disputes or claims (including non-contractual disputes or claims) brought by either party against the other party arising out of these Terms. Subject to any dispute resolution provisions contained in any Primary Agreement, each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales for the settlement of all disputes or claims (including non-contractual disputes or claims) brought by either party against the other party arising out of these Terms.

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Definitions

The following definitions apply to these Terms:

API	the JSON RESTful application programming interface that allows you to interact with the Platform (via the Sandbox Environment and Production Environment) and webhooks used to deliver asynchronous event notifications.
API Materials	together the API and the Documentation.
Business Days	a day other than a Saturday, Sunday, or public holiday in England, when banks are generally open for business.
Customer Platform	any application or platform developed by or licensed to the Customer.
Documentation	the documentation relating to the API published at https://developers.shieldpay.com/prod/shieldpay-professional-services-api
Primary Agreement	any written agreement or other terms under which we have agreed to make the API available to you.
Production Environment	the live production environment for the API available at https://api.partner.shieldpay.com/
Sandbox Environment	the development and testing environment for the API available at https://api.sandbox.partner.shieldpay.com/
Shieldpay Platform	the platform developed by Shieldpay for the purpose of operating payment accounts and orchestrating payment transactions.