Spotless Data is provided by Spotless Data Ltd of 723 Capability Green, Luton, Beds LU1 3LU, United Kingdom (Spotless, us or we).
This licence agreement (Licence) covers the terms between your business (Licensee or you) and us for:
By using the Spotless API you agree to the terms of this licence. If you do not agree to the terms of this licence, you must not use the Spotless API
We licence use of the Spotless API and Documentation to you on the basis of this Licence. We do not sell the Spotless API or Documentation to you. We remain the owners of the Spotless API and Documentation at all times.
1.1 The terms of this Licence apply to the Spotless API or any of the services accessible through the Spotless API (Services), including any updates or supplements to the Spotless API or any Service, unless they come with separate terms, in which case those terms apply.
1.2 We may change these terms at any time by sending you an email with details of the change.
1.3 By using the Spotless API or any Service, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the Spotless API or any Service may be read or intercepted by others, even if that particular transmission is encrypted.
1.4 By using the Spotless API or any of the Services, you consent to us collecting and using information provided to the service to improve our products and to provide any Services to you.
2.2 You may:
(a) use the Spotless API for your internal business purposes;
(b) use any Documentation in support of the use permitted under paragraph (a).
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
(a) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Spotless API nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Spotless API with another software program, and provided that the information obtained by you during such activities:
(i) is used only for the purpose of achieving inter-operability of the Spotless API with another software program; and
(ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
(iii) is not used to create any software which is substantially similar to the Spotless API;
(b) to supervise and control use of the Spotless API and ensure that the Spotless API is used by your employees and representatives in accordance with the terms of this Licence;
(c) to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Spotless API or any Service (Technology),
together Licence Restrictions.
You must not:
(a) use the Spotless API in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Licence, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Spotless API or any operating system;
(b) infringe our intellectual property rights or those of any third party in relation to your use of the Spotless API, including the submission of any material (to the extent that such use is not licensed by this Licence);
(c) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Spotless API or any Service;
(d) use the Spotless API or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
(e) collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running the Spotless API;
together Acceptable Use Restrictions.
5.1 You acknowledge that all intellectual property rights in the Spotless API, the Documentation and the Technology anywhere in the world belong to us or our Spotless, that rights in the Spotless API are licensed (not sold) to you, and that you have no rights in, or to, the Spotless API, the Documentation or the Technology other than the right to use them in accordance with the terms of this Licence.
5.2 You acknowledge that you have no right to have access to the Spotless API in source code form.
5.3 Any data you upload using the Spotless API belongs to you, and we have no intellectual property rights over any data you upload. Before uploading any personal data belonging to third parties you will ensure that you have gained consent from those third parties for their data to be processed according to the terms of this License.
6.1 We warrant that:
(a) the Spotless API will, when properly performs substantially in accordance with the functions described in the Documentation; and
(b) that the Documentation correctly describe the operation of the Spotless API in all material respects,
for a period of [7 days] from the date on which the Spotless API is used (Warranty Period).
6.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Spotless API as a result of which it fails to perform substantially in accordance with the Documentation, you will be entitled to REMEDIES: we will, at our sole option, either repair or replace the Spotless API, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.
6.3 The warranty does not apply:
(a) if the defect or fault in the Spotless API results from you having used the Spotless API in contravention of the terms of this Licence;
(b) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions; and
7.1 You acknowledge that the Spotless API has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Spotless API as described in the Documentation meet your requirements.
7.2 We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence (including your use of any Services) for:
(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss or corruption of data or information;
(e) loss of business opportunity, goodwill or reputation; or
(f) any indirect or consequential loss or damage.
7.3 Other than the losses set out in condition 7.2 for which we are not liable, our maximum aggregate liability under or in connection with this Licence (including your use of any Services) whether in contract, tort including negligence or otherwise, shall in all circumstances be limited to a sum equal to 50% of the latest Licence Fee charged. This maximum cap does not apply to condition 7.4.
7.4 Nothing in this Licence shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability that cannot be excluded or limited by English law.
7.5 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Spotless API and Documentation and your use of any Services. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that is binding on us. Any condition, warranty, representation or other term concerning the supply of the Spotless API and Documentation which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
8.1 For the purpose of the UK Data Protection Act 1998, we are the data controller for the following data:
(a) Information you give us (Submitted information): You may give us information when creating an account or by corresponding with us (for example, by e-mail or chat).
(b) Information we collect about you and your device. Each time you visit one of our Sites we may automatically collect the following information:
(i) details of your use of any of our Apps or your visits to any of Our Sites including, but not limited to, traffic data, location data, weblogs and other communication data, whether this is required for our own billing purposes or otherwise and the resources that you access Log Information.
(c) Information we receive from other sources (Third Party Information). We are working closely with third parties including, for example, business partners, sub-contractors in technical, payment and delivery services, advertising networks, analytics providers, search information providers, credit reference agencies and may receive information about you from them.
8.2 For the purpose of the UK Data Protection Act 1998, we are not the data controller for the following data:
(a) Information and Data that you upload for processing using Spotless API. Before sharing or uploading any data including any personal data you hold for the purpose of cleansing using the Spotless API, you must consider all the legal implications of doing so. Your ability to share information is subject to a number of legal constraints, which go beyond the requirements of the Data Protection Act (DPA). There may well be other considerations such as specific statutory prohibitions on sharing, copyright restrictions or a duty of confidence that may affect your ability to share personal data. A duty of confidence may be stated, or it may be implied by the content of the information or because it was collected in circumstances where confidentiality is expected – medical or banking information, for example. You may need to seek your own legal advice on these issues and will be fully responsible for sharing any personal data with the Spotless API.
(b) You are responsible for ensuring any personal consent for data submitted through the API. For the purpose of the UK Data Protection Act 1998, we are a Data Processor for personal data submitted through the API.
8.3 We may disclose your personal information to any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the Companies Act 2006.
9.1 We may terminate this Licence immediately by written notice to you:
(a) if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or
(b) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
9.2 Upon termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must immediately cease all activities authorised by this Licence;
(c) you must immediately delete or remove the Spotless API from all Devices, and immediately destroy all copies of the Spotless API and Documentation then in your possession, custody or control and certify to us that you have done so; and
(d) we may remotely access the Devices and remove the Spotless API from all of them and cease providing you with access to the Services and the Appstore.
10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 11.2.
10.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
10.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
(a) our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
11.1 Use of the API is protected by a unique API authentication token ("Token") that is tied to your account. You will not share the Token with any third parties who are not authorised to use the Spotless API on your behalf and acknowledge that any use of the API using the Token may incur charges under the Licence Fee. If you accidentally share this Token with third parties you must contact us immediately or become liable to any charges associated with use of the Token by third parties.
11.2 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
11.3 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
11.4 This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this in this Licence or any document expressly referred to in it.
11.5 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
11.6 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
11.7 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.