Definitions

Access Credentials means access tokens, access keys, passwords and/or secrets issued by FreeAgent for you to access the API securely;

Account Holder means a sole trader, company or other legal entity which has a FreeAgent account;

Application Programme Interface or API means the API providing programmatic access to features of the Service;

API Client means any code, application, service or website which uses the API;

API Documentation means the API documentation made available at http://dev.freeagent.com/docs or any successor URL on our website;

API Materials means all information made available by FreeAgent in respect of and/or through an API, including:

• API descriptions
• all technical documentation and operations information relating to an API
• all details of the parameters for calls and responses from and to a particular API
• all security materials
• all user guides, test scripts and any other documentation provided by FreeAgent to facilitate use of the API
• all Developer comments and forum content relating to the relevant API
• any other software code or information made available by FreeAgent in relation to an API, as amended by FreeAgent from time to time

Content means any information or other content, in whatever form, made available via the API, the Service or our website, other than the Data;

Data means any data entered or uploaded by or on behalf of an Account Holder while using the Service;

Data Controller has the meaning given to it in Data Protection Law;

Data Processor has the meaning given to it in Data Protection Law;

Data Protection Law means the EU Data Protection Directive 95/46/EC and the EU Privacy & Electronic Communications Directive 2002/58/EC, any amendments and replacement legislation including the GDPR, European Commission decisions, binding EU and national guidance and all national implementing legislation;

Developer means the sole trader, company or other legal entity which is developing an API Client;

Expected Usage means the volume of API calls made by your API client, within the rate limits outlined on https://dev.freeagent.com/docs/introduction, which may change from time to time;

FreeAgent Account means a current subscription to the Service;

GDPR means the General Data Protection Regulation (EU) 2016/679;

Material Modification means any Modification that significantly and substantially alters the functionality offered through an API or the means of integration with that API or any change that FreeAgent is required to make pursuant to applicable law, the requirements of any regulator in order to perform the obligations under the documents or in relation to any security issues;

Modification means any modification, replacement or upgrade of the functionality, content or properties of an API, including the API Materials;

NatWest Group means NatWest Group Plc;

Service means our FreeAgent software which is accessed and used via our password-protected websites;

"we", “us", “our" or “FreeAgent" means FreeAgent Central Limited, a company registered in Scotland with registered number SC316774 and having its registered office at One Edinburgh Quay, 133 Fountainbridge, Edinburgh EH3 9QG, a wholly owned subsidiary of NatWest Group; and

You or yours means any Developer accessing the FreeAgent API. Where you’ve authorised anyone else to access the API, you or your refers to any one, both, or all of you depending on the context.

If you are using the APIs on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to "you" in the Terms refer to that entity).

Terms defined in the FreeAgent Terms of Service shall have the same meaning in this Agreement, unless they are given a different meaning on this page.

1. Your agreement with us

1.1 It is important that you read this Agreement carefully. These terms, together with our Terms of Service and our Privacy Notice form your agreement with us (“Agreement"). This Agreement applies to the API provided by FreeAgent Central Limited. The headings are for convenience only and shall not affect the construction or interpretation of this Agreement.

1.2 By using the API in any way, you agree to be bound by the provisions of this Agreement. If you enable API access in your FreeAgent account or use the API, you must therefore ensure that you are authorised to enter into this contract for and on behalf of the Account Holder and/or Developer (as applicable).

1.3 The FreeAgent Terms of Service shall apply in full to all use of the Service via the API. However, in the event of any inconsistency between this Agreement and the Terms of Service, the relevant provision of this Agreement shall apply.

1.4 FreeAgent will provide you with access to the API. In order to access the API, you may be required to provide certain information (such as identification or contact details) as part of the registration process for the API, or as part of your continued use of the API. Any registration information you give to FreeAgent must be accurate and up to date and you must inform us promptly of any updates.

1.5 By using the API as a Developer, you may become a Data Controller. You will therefore have reporting, security and other obligations to comply with. FreeAgent is not a processor or controller for the processing activities that you are undertaking and is not responsible for compliance to Data Protection Laws in these circumstances.

2. The Service

2.1 The API is an additional channel through which Developers can develop and connect API Clients to the API. Access to the API will enable you to retrieve data securely from FreeAgent.

Your rights: We grant you a licence to use the API in accordance with this Agreement.

Conditions: The licence granted to you under this Agreement is:

2.1.1 Non-exclusive: you acknowledge that we may freely develop and sell, and license third parties to develop and sell, other products and services which compete with or replicate the functionality of the API or any API Client;

2.1.2 Non-transferable: you may not transfer nor sub-license your rights under this licence to any third party;

2.1.3 Conditional: upon compliance in full with this Agreement by you and the Account Holder and/or Developer; and

2.1.4 Revocable: at any time, at our discretion.

3. Using the API

3.1 In order to access the API, please refer to the instructions here. To be able to use the API, you need to be able to access and use an API. It is a direct API between you and us. You are responsible for integrating your systems with the API.

3.2 You must, and will ensure that each user of the API will:

3.2.1 comply with the API Documentation; and

3.2.2 be responsible for the completeness and accuracy of the information submitted.

3.3 Not use the API;

3.3.1 to interfere with or degrade the Service in any way (including uploading any material which contains a virus or other malicious code);

3.3.2 for any unlawful purpose or criminal activity whatsoever, including fraud, or to promote any unlawful act; or

3.3.3 in any way which may infringe our intellectual property rights or those of any other party.

3.4 You shall ensure your usage of the API does not exceed the Expected Usage. If we reasonably believe that your usage of the API is excessive or may otherwise put the performance of the API at risk, we may require you to adjust your use. You shall promptly comply with any such requirement, otherwise we may terminate your use of the API.

3.5 There may be times when the FreeAgent API is unavailable to access due to maintenance, repairs or upgrades to our systems or the systems of any party we use to provide the FreeAgent API. We will update https://status.freeagent.com/ if the API is unavailable. Please contact us if you are unable to access the FreeAgent API and we’ll do our best to help you.

3.6 We may make Modifications to the FreeAgent API from time to time, including by way of version updates to the API. You are responsible for your own costs with respect to any adjustments required by you to enable you to keep using the FreeAgent API following a change to the Service by us.

3.7 Your API Client must:

3.7.1 comply with all applicable laws and regulations and respect all relevant third-party intellectual property rights; and

3.7.2 utilise the latest version of The API made available from time to time and adhere to any guidelines contained in the API Documentation from time to time, including as to acknowledgement of FreeAgent as the provider of the Service.

3.8 Your API Client must not:

3.8.1 be branded in any way likely to cause confusion with The Service or to imply or suggest that the API Client is endorsed by, associated with or supported by FreeAgent;

3.8.2 attempt to reverse engineer, decompile or extract database content not made available via the API from the Service;

3.8.3 use our trademarks for any other purpose other than including them in any attribution statement required by us from time to time;

3.8.4 contain any content which is critical of or otherwise likely to damage the reputation or goodwill of FreeAgent or The Service;

3.8.5 be used to or threaten to defame, abuse, harass, stalk others; or

3.8.6 provide functionality allowing the migration of data from FreeAgent to a competing service.

3.9 You must not:

3.9.1 question or dispute our ownership of the intellectual property rights in The API or The Service;

3.9.2 redistribute or reuse any Content other than via an API Client;

3.9.3 use The API if you are one of our competitors (or if you plan to become one) or otherwise for the purpose of conducting any benchmarking or comparison with any comparable or competing product;

3.9.4 distribute, license, sell, rent, lease or otherwise deal in or encumber the API; or

3.9.5 modify, add to, enhance, copy or decompile the API.

4. Fees and Charges

4.1 Access to the API is free, unless you have a specific arrangement in place, in which case fees and charges set out in that agreement will take precedence over this clause.

4.2 We reserve the right to introduce fees and charges at any point. If we do so, we will give you at least 30 days’ notice.

5. Security

5.1 You and each user of the API must take all reasonable steps to keep your security details safe (including any passwords, keys, client IDs or log-in details to Developer Dashboard and OAuth keys).

5.2 Your API Client must:

5.2.1 provide adequate information to Account Holders regarding how their Data will be used;

5.2.2 use the latest and most secure authentication mechanisms; and

5.2.3 use OAuth 2.0 or its successor as documented in the API documentation.

5.3 Your API Client must not:

5.3.1 require FreeAgent Account Holder’s log-in details;

5.3.2 allow any person to access The Service or any Data other than users authorised by the Account Holder;

5.3.3 contain any spyware, adware or malware;

5.3.4 be located or access FreeAgent content from a Prohibited Jurisdiction;

5.3.5 collect or persistently store any FreeAgent account details or any Data between sessions without the user’s express consent, or use any Data for a purpose that has not been communicated to the client’s users; or

5.3.6 retain data any longer than required to perform the functionality the API Client provides to the user.

5.4 You must:

5.4.1 keep the Access Credentials secure and not disclose them to any other unapproved person;

5.4.2 immediately revoke and rotate Access Credentials if confidentiality has not been maintained;

5.4.3 immediately notify us if you become aware of, or suspect any breach or compromise of, the security of the API and/or the Access Credentials and fully cooperate with any steps taken by us to investigate and/or rectify any such breach or suspected breach;

5.4.4 notify FreeAgent by email (to security@freeagent.com) if a breach of FreeAgent data or Access Credentials has occurred within 72 hours;

5.4.5 use commercially reasonable efforts to protect user information collected by your API Client, including personal data, from unauthorised access or use and will promptly report to your users any unauthorised access or use of such information to the extent required by applicable law;

5.4.6 implement anti-virus, anti-malware software on endpoints used for development or to access environments where FreeAgent content is processed or stored;

5.4.7 control access to FreeAgent data with access management using the principle of least privilege. Users must be given minimal levels of access or permissions needed to perform their job and only for as long as necessary; and

5.4.8 implement a vulnerability program to triage and resolve vulnerabilities for any environments or API Clients processing FreeAgent data.

5.5 You must not:

5.5.1 hardcode Access Credentials into code or “public" oAuth API Clients.

6. Liability

6.1 All information either displayed through alerts and notifications or within the content of the API is not financial, professional, legal or tax advice. You will be responsible for any action you take (or any action you do not take) as a result of the information provided to you by the API.

6.2 We make no guarantee that the API will be suitable for your intended use, nor do we guarantee that it will be error-free, timely, reliable, entirely secure, virus-free or available.

6.3 While we will make reasonable efforts to provide the API service, we will not be liable for:

6.3.1 losses due to your negligence, fraud, fraudulent misrepresentation, or wilful default;

6.3.2 indirect loss;

6.3.3 matters beyond our control despite all reasonable efforts to the contrary and/or any resulting failure to provide the Service. This includes any suspension of the Service resulting from maintenance and upgrades to our systems or the systems of any party used to provide the Service;

6.3.4 losses caused by circumstances beyond our control where the situation is abnormal or unforeseeable (including extreme weather, act of God, terrorist activity or industrial action); or

6.3.5 the acts or omissions of third-party software platforms used by you.

6.4 The Developer agrees to indemnify us in respect of all third-party claims, liabilities and losses arising from or relating to:

6.4.1 its use of the API;

6.4.2 the use of any API Client that it develops; and

6.4.3 any breach of this Agreement.

6.5 Nothing in this Agreement limits or excludes liability for our fraud, fraudulent misrepresentation, death or personal injury arising from our negligence, for any matter which it would be illegal to limit or to attempt to restrict, or any other liability.

7. Complaints/queries

7.1 If you have any questions or complaints or need any support in relation to the API, please contact FreeAgent.

8. Termination

8.1 We reserve the right to update, modify, suspend or discontinue The API or any technical support that we provide for it at any time.

8.2 You may disconnect your API Client and stop your use of the API at any time with no notice.

8.3 We may terminate, suspend or restrict your use of the API or any part of it with immediate effect where:

8.3.1 we reasonably believe that your continued use of the API creates material risk for us;

8.3.2 we reasonably suspect that your security details have been used fraudulently or without your permission;

8.3.3 we believe it is appropriate in order to protect the security of your account(s), your account information and/or the Account Holders whose information you are processing;

8.3.4 you breach this Agreement or the Terms of Service;

8.3.5 any fees relating to the API are not paid;

8.3.6 you fail to update your API Client to use the latest version of the API or to keep your API Client secure;

8.37 we become aware of, or reasonably suspect, fraud; or

8.3.8 you have failed to comply with a requirement to adjust your usage of the API under clause 3.4 within a reasonable timeframe.

8.4 We may terminate your use of the API by giving you at least 90 days’ notice for any reason not listed above. We will endeavour to provide a reason to you but in some cases it may not be possible.

8.5 We will tell you before we take any of these steps and we will explain why we have done so, unless we’re unable to contact you or there’s a legal reason or other circumstance beyond our control that stops us from doing so. If we can’t get hold of you beforehand, where possible we will tell you and explain our reasons afterwards.

8.6 Any termination of this Agreement will not affect any rights or liabilities of either party that may have accrued before termination or any provisions of this Agreement that are expressly or by implication intended to come into or continue in force on or after such termination.

9. Changes

9.1 We may change this Agreement with immediate effect. Changes to the terms will be posted on our API forum website.

9.2 We will notify you of any Material Changes to this Agreement by sending you an email with details of the change. Material changes include changes to the price or payment terms.

9.3 Please ensure that you review any updates to this Agreement before continuing to use the API. Your continued use of the API will be deemed to constitute acceptance by the Developer of all of the new terms.

9.4 This Agreement may not otherwise be changed without our written consent.

10. Copyright

10.1 All copyright, database rights, trademarks and other intellectual property rights in the API may be owned or licensed by us and nothing in this Agreement shall transfer any ownership rights to you or the Developer. All rights, save as expressly granted, are reserved. Unless otherwise indicated, copyright may not be used, sold, licensed, copied or reproduced in whole or in part in any manner or form by any person without the prior written consent of FreeAgent or the relevant company in the NatWest Group.

10.2 All copyright, database rights, trademarks and other intellectual property rights in Data belong to the relevant Account Holder. Nothing in this Agreement shall transfer any ownership rights to you or to the Developer. You are responsible for obtaining all necessary authorisations from Account Holders to use their Data in your API Client.

11. Third-party rights

11.1 Except where we act as agent for a NatWest Group member who shall have the right to enforce any rights or benefits in this Agreement, no term of this Agreement is intended for the benefit of any third party, and the parties do not intend that any term of this Agreement should be enforceable by a third party either under the Contract (Rights of Third Parties) Act 1999 or otherwise.

12. Law and Jurisdiction

12.1 This Agreement and all matters arising from or connected with it are governed by Scots law.

12.2 This Agreement shall be governed by and interpreted in accordance with Scots law. If any party wants to take court proceedings in relation to the API, it must do so in Scotland. You are responsible for compliance with any applicable laws of the country from which you use or otherwise access the API.

12.3 This Agreement may be signed electronically. By signing this Agreement, you agree that this Agreement is intended to become effective, and that the execution of this Agreement is intended to and should be deemed to take place in the same jurisdiction as the law that governs this Agreement. You also confirm that you have the capacity to enter into this Agreement on behalf of your organisation electronically and (if applicable) each of your authorised signatories has full power and authority to sign this document electronically.

13. Your information

13.1 The use of your information by using the API is covered in our existing privacy notice which can be found at www.freeagent.com/website/privacy.

FreeAgent is registered with the Financial Conduct Authority under the Payment Services Regulations 2017 (register no. 799763) for the provision of account information services.

Registered in Scotland No. SC316774 - One Edinburgh Quay, 133 Fountainbridge, Edinburgh, Scotland, UK EH3 9QG.