Version 1.0: These terms were last updated on 19th April 2012. They may be updated in the future and we'll post the new version here on our website.
What some words mean
So that we can be completely clear, here are some words we use which have specific meanings:
- “Account Holder” means a sole trader, company or other legal entity which has a FreeAgent account (generally this will be your business, or if you are an accountant, the business which you are advising);
- “API Application” 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.
- “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
- “Developer” means the sole trader, company or other legal entity which is developing an API Application;
- “FreeAgent account” means a current subscription to The Service;
- “The API” means the FreeAgent API providing programmatic access to features of the Service;
- "The Service" means our FreeAgent software which is accessed and used via our password protected websites;
- "us" "we" and “our” refers to Free Agent Central Limited, a company registered in Scotland with registered number SC316774 and having its registered office at 40 Torphichen Street; and
- "you" means you, the person who accesses and uses The API.
Terms defined in the FreeAgent Terms of Service shall have the same meaning in these API Terms, unless they are given a different meaning on this page.
Accessing the FreeAgent API
How to access the FreeAgent API: In order to access The API, please refer to the instructions here.
Formation of a contract: By enabling API access on your FreeAgent account, or using The API in any way, you agree to be bound by the provisions of these API Terms. 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).
Applicability of Terms of Service: 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 these API Terms and the Terms of Service, the relevant provision of these API Terms shall apply.
Your rights: We grant you a licence to use the API in accordance with these API Terms.
Conditions: The licence granted to you under these API Terms is:-
- 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 Application;
- Non-transferable: you may not transfer nor sub-license your rights under this licence to any third party;
- Conditional: upon compliance in full with these API Terms by you and the Account Holder and/or Developer; and
- Revocable: at any time, at our discretion.
Using the FreeAgent API
You must ensure that any API Application that you develop complies with the rules specified below. If your API Application is made available via a website, these rules also apply to that website, in so far as applicable.
Your API Application must:
- provide adequate information to Account Holders regarding how their Data will be used;
- comply with all applicable laws and regulations and respect all relevant third-party intellectual property rights; and
- 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.
Your API Application must not:
- use FreeAgent login details for any purpose other than authenticating users using the secure API functions provided for that purpose;
- allow any person to access The Service or any Data other than users authorised by the Account Holder;
- be branded in any way likely to cause confusion with The Service or to imply or suggest that the API Application is endorsed by, associated with or supported by FreeAgent;
- charge for access to The Service, the API, Content or Data;
- contain any spyware, adware or malware;
- attempt to reverse engineer, decompile or extract database content not made available via the API from the Service;
- 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 application’s users;
- use our trade marks for any other purpose other than including them in any attribution statement required by us from time to time;
- contain any content which is critical of or otherwise likely to damage the reputation or goodwill of FreeAgent or The Service;
- provide functionality allowing the migration of Data from FreeAgent to a competing service.
You must not:
- question or dispute our ownership of the intellectual property rights in The API or The Service;
- redistribute or reuse any Content other than via an API Application; or
- 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.
Restricting API use: We may impose technical restrictions on access to The API at any time, such as requirements for Developers or API Applications to authenticate themselves; geographical restrictions; or limits on the number of API calls which any API Application can make. You agree not to attempt to circumvent any such technical restrictions.
Publicity: We may at our sole discretion issue promotional materials referring to any Developer and API Application and their use of The API.
Who owns what
Rights in The API: All copyright, database rights, trade marks and other intellectual property rights in the API, the Content and The Service (including any such rights in our website) are either owned by or licensed to us and nothing in these API Terms shall transfer any ownership rights to you or to the Developer.
Rights in Data: All copyright, database rights, trade marks and other intellectual property rights in Data belong to the relevant Account Holder. Nothing in these API Terms 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 Application.
**IMPORTANT**: This section restricts the extent to which we are liable for any losses which may be suffered in connection with your use of The API. It also requires the Developer to compensate us for any loss we suffer as a result of your failure to comply with this API Licence.
Availability: We reserve the right to update, modify, suspend or discontinue The API or any technical support that we provide for it at any time.
No guarantees: We make no guarantee that The API will be suitable for your intended use, neither do we guarantee that it will be error-free, timely, reliable, entirely secure, virus-free or available.
Exclusion of our liability: You use The API entirely at your own risk. We do not restrict our liability (if any) for personal injury or death resulting from our negligence, for fraud committed by us or for any matter which it would be illegal to limit or to attempt to restrict. We exclude all other liability and responsibility for any amount or kind of loss or damage arising in connection with The API (even if we have been advised of their possibility.).
Liability to us: The Developer agrees to indemnify us in respect of all third party claims, liabilities and losses arising from or relating to:
- its use of the API;
- the use of any API Application that it develops; and
- any breach of these API Terms
General legal matters
Changes to this contract: We reserve the right to change these API Terms from time to time and therefore we may impose new or different terms and conditions on your use of The API. These additional terms will be posted here on our website and will be effective from the time that they are posted. Your continued use of The API will be deemed to constitute acceptance by the Developer and/or Account Holder of all of the new terms. These API Terms may not otherwise be changed without our written consent.
Transfer of rights & obligations: We shall be entitled to transfer our rights and/or obligations under these API Terms to another party. Neither you nor the Account Holder and/or Developer may transfer any of your rights or obligations under these API Terms without our written consent.
Waiver and severability: If either you or we ignore any breach of these API Terms, it doesn't mean that any further breach cannot be enforced. Similarly, if any part of these API Terms turn out to be invalid or unenforceable for some reason, then it will be replaced with a provision which, as far as possible, achieves the same purpose as the original, and the remainder of the agreement will still be binding.
Resolving disputes: These API Terms 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.