Terms & Conditions For The Supply Of Services

This services agreement applies to all customers signing up to a paid subscription plan and/or purchasing paid services from us. Please read it carefully before making any purchase order, or using any paid service.

Contents

1. Interpretation
2. Application of terms and conditions
3. Effect of purchase order
4. Supplier's obligations
5. Customer's obligations
6. Charges and payment
7. Intellectual Property Rights
8. Limitation of liability
9. Termination
10. Force majeure
11. Waiver
12. Severance
13. Entire agreement
14. Assignment
15. No partnership or agency
16. Third party rights
17. Notices
18. Governing law and jurisdiction

1.

Interpretation

1.1

The definitions and rules of interpretation in this clause apply in these terms and conditions.

Contract: the Customer's purchase order and the Supplier's acceptance of it under condition 3.1.
Customer (you): the person, firm or company who purchases Services from the Supplier.
Deliverables: all products and materials developed by the Supplier in relation to the Services in any media.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Subscription Plan: the plan selected by the Customer in his purchase order, as set out on the Sign-up page at the time of his purchase order, setting out the Services to be provided by the Supplier (as well as the price and periodic basis for payment) in accordance with the Contract.
Services: the services to be provided by the Supplier under the Contract, as described in further detail (where relevant) in the Schedule.
Supplier (we or us): Open Exchange Rates Limited registered in Jersey under company number 112541 and with registered office at First Floor, Tower House, La Route Es Nouaux, St Helier Jersey JE2 4ZJ.

1.2.

Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4.

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5.

Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.6.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7.

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.8.

A reference to writing or written includes faxes and e-mail.

1.9.

References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

2.

Application Of Terms And Conditions

2.1.

These terms and conditions shall apply to and be incorporated in the Contract.

2.2.

No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on the Supplier unless in writing and signed by a duly authorised representative of the Supplier.

2.3.

The Services supplied under this Contract shall continue to be supplied unless this Contract is terminated by one of the parties giving to the other not less than 30 days’ notice, unless this Contract is terminated in accordance with condition 6.4 or condition 9.1.

3.

Effect Of Purchase Order

3.1 The Customer's purchase order constitutes an offer by the Customer to purchase the Services specified in it on these terms and conditions; accordingly, the Supplier's commencement or execution of work pursuant to the purchase order shall establish a contract for the supply and purchase of those Services on these terms and conditions. The Customer's standard terms and conditions (if any) attached to, enclosed with, or referred to in, the purchase order shall not govern the Contract.

4.

Supplier's Obligations

4.1.

The Supplier shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Customer, in accordance with the Subscription Plan in all material respects.

5.

Customer's Obligations

5.1.

The Customer shall:

(a)   co-operate with the Supplier in all matters relating to the Services; and
(b)   provide in a timely manner such information as the Supplier may request, and ensure that such information is accurate in all material respects.

6.

Charges And Payment

6.1.

The total price for the Services shall be the amount set out in the Subscription Plan and shall be paid to the Supplier (without deduction or set-off) in cleared funds in advance on the periodic basis set out in the Subscription Plan.

6.2.

The Customer shall make the first payment on the date of the purchase order and thereafter on the first day of each period. For the avoidance of doubt, if the relevant calendar month in which a period expires is too short to provide a corresponding date, the next period starts on the last day of that month.

6.3.

Time for payment shall be of the essence of the Contract.

6.4.

Without prejudice to any other right or remedy that the Supplier may have, if the Customer fails to pay the Supplier on the due date the Supplier may:

(a)   suspend all Services until payment has been made in full; or
(b)   terminate the Contract with immediate effect.

6.5.

All payments payable to the Supplier under the Contract shall become due immediately on termination of the Contract, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

6.6.

The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

7.

Intellectual Property Rights

7.1.

All Intellectual Property Rights and all other rights in the Deliverables shall be owned by the Supplier and/or its licensors. The Supplier hereby licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services in accordance with the Supplier’s Terms and Conditions of Website Use and Acceptable Use Policy. If the Contract is terminated (whether under condition 2.3, 6.4 or 9.1), this licence will automatically terminate.

8.

Limitation Of Liability

8.1.

The following provisions set out the entire financial liability of the Supplier (including without limitation any liability for the acts or omissions of its employees, agents, licensors and sub-contractors) to the Customer in respect of:

(a)   any breach of the Contract howsoever arising;
(b)   any use made by the Customer of the Services, the Deliverables or any part of them; and
(c)   any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.

8.2.

All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

8.3.

Nothing in these terms and conditions excludes the liability of the Supplier:

(a)   for death or personal injury caused by the Supplier's negligence; or
(b)   for fraud or fraudulent misrepresentation.

8.4.

Subject to condition 8.2 and condition 8.3:

(a)   the Supplier shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:

     (i)   loss of profits; or
     (ii)   loss of business; or
     (iii)   depletion of goodwill or similar losses; or
     (iv)   loss of anticipated savings; or
     (v)   loss of goods; or
     (vi)   loss of contract; or
     (vii)   loss of use; or
     (viii)   loss or corruption of data or information; or
     (ix)   any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

(b)   the Supplier's total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Services.

9.

Termination

9.1.

Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:

(a)   the other party commits a material breach of the Contract or of the Supplier’s Terms and Conditions of Website Use or of the Supplier’s Acceptable Use Policy; or
(b)   an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
(c)   an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
(d)   a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
(e)   the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or
(f)   the other party ceases, or threatens to cease, to trade; or
(g)   there is a change of control (as defined in section 1124 of the Corporation Tax Act 2010) of the other party; or
(h)   the other party takes or suffers any similar or analogous action to any of the foregoing in any jurisdiction in consequence of debt.

9.2.

Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.

10.

Force Majeure

10.1.

The Supplier shall not in any circumstances have any liability to the Customer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

11.

Waiver

11.1.

A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

11.2.

Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

12.

Severance

12.1.

If any provision of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

12.2.

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

13.

Entire Agreement

13.1.

Each of the parties acknowledges and agrees that in entering into the Contract and the documents referred to in it or annexed to it, it does not rely on any statement, representation (whether innocent or negligent), assurance or warranty (Representation) (whether in writing or not) of any person (whether party to this agreement or not) other than as expressly set out in the Contract or those documents.

13.2.

Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in the Contract.

13.3.

Nothing in this clause shall limit or exclude any liability for fraud.

14.

Assignment

14.1.

The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

14.2.

The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

15.

No Partnership Or Agency

15.1.

Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

16.

Third Party Rights

16.1.

The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

17.

Notices

17.1.

Any notice under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address as set out in the Contract or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as set out in the Contract or such other email address as may have been notified by that party for such purposes.

17.2.

A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A correctly addressed notice sent by email shall be deemed to have been received at the time of transmission.

18.

Governing Law And Jurisdiction

18.1.

The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of England.

18.2.

The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including without limitation non-contractual disputes or claims).


Schedule of Services

Technical Support

If “Technical Support” is included in the Subscription Plan:

  • We will use reasonable endeavours to assist you with technical or integration-related queries.
  • Technical support includes, where reasonably feasible, assisting with specific difficulties you may have integrating the service into your software, or any questions you may have about best practices and/or techniques of integration.
  • Technical support is limited to email communication - we are not able to provide assistance via telephone, nor access or log into your website or server to assist with issues in-place, nor provide any "remote-desktop" or "screen-sharing" assistance.
  • We will use reasonable endeavours to respond to all technical queries in a timely manner (usually within one business day), but no guarantees of response time can be given.

HTTPS Support

If “HTTPS Support” is included in the Subscription Plan:

  • This will enable you to connect to our API via a secure connection. This requires you to replace "http" with "https" when accessing any “API Endpoint” (URL) and attempts to ensure that the API response is encrypted between the server and the client.
  • This is offered as a convenience feature designed to enhance the security of your connections to our service. The underlying information is not altered.
  • This service will be offered with at 256-bit (or greater) encryption, with an up-to-date "SSL certificate", but no guarantees can be given as to the security of the connection.

Base Currency Feature

If “Base Currency Feature” is included in the Subscription Plan:

  • This will enable you to request all data in an API result set as described on our website, relative to a single unit of any currency offered in the result set.
  • This is offered as a convenience feature designed to save you time in integration, and means that we will perform inverse conversion across the entire requested set of data on your behalf, using standard mathematical currency conversion methods. The underlying information is not altered.
  • The Base Currency feature is only available where data exists for the requested base and target currencies.

Symbols Feature

If “Symbols Feature” is included in the Subscription Plan:

  • This will enable you to specify a limited selection of currency codes (symbols) to be returned from a request.
  • This is offered as a convenience feature designed to limit the size (in bytes) of the API response, thus assisting you in saving bandwidth and potentially enabling a faster response time, where possible. The underlying information is not altered.

Time Series Feature

If “Time Series Feature” is included in the Subscription Plan:

  • This will enable you to request a specific range of days, for which to receive historical data.
  • This is offered as a convenience feature designed to enable you to limit the volume of connections to the service, help you to reduce bandwidth and save you integration and server processing time. The underlying information is not altered.
  • This is only offered where historical data for the requested dates are available in our service.
  • We may set a maximum date-range period for Time Series requests (e.g. a maximum of 30 days' data at a time).
  • Each day of requested data will be counted as one "API request", toward your Monthly Usage Allowance as defined below (e.g. requesting a year of data would count for approximately 365 API Requests.

Conversion API Feature

If “Conversion API Feature” is included in the Subscription Plan:

  • This will enable you to request us to perform a currency conversion calculation on your behalf (for example, providing a 'base' and 'target' currency, and a specific value/amount) and receive a returned value converted per the latest data available on the API.
  • This is offered as a convenience feature designed to save you time in integration, and means that we will perform conversion on the specified value (using latest information form our service) on your behalf, using standard mathematical currency conversion methods. The underlying information is not altered.

Update Frequency

If increased “Update Frequency” is included in the Subscription Plan:

  • We will offer a priority service with faster update or 'refresh' frequency of information offered via the API (this entails us providing you access to information more quickly after it becomes available to us, rather than waiting until a certain pre-defined period as with other subscription plan levels).
  • This is offered as a convenience feature, to enable you to integrate information that could be considered closer to "real-time". The underlying information is not altered (but is available to you more quickly and with a higher update frequency) and any difference in ‘refresh’ frequency does not imply any difference in accuracy.

Monthly Usage Allowance

  • To protect our servers from becoming overburdened, we set a monthly limit on the number of connections any client or access token ("app_id") can make to our API (the "Monthly Usage Allowance"). Each Subscription Plan includes a specified Monthly Usage Allowance.
  • Increased Monthly Usage Allowance is offered as a convenience feature, to prevent you from needing to limit your number of connections to our service (instead, you may simply request information from our API more often). The underlying information is not altered.
  • The Monthly Usage Allowance is not cumulative from month to month (i.e. it does not ‘roll over’).
  • Please note that any advertised Monthly Usage Allowance limits are for guidance only. In certain cases, we may need to ask you to lower your usage volume (even if you have not exceeded your Monthly Usage Allowance) if you are connecting in a way that inhibits our ability to serve other Customers in a timely manner.

Contacting Us

If you have any questions or comments about this contract, or require clarification for any of the points contained in it, please contact us at legal@openexchangerates.org.

To contact us for any other reason, please email info@openexchangerates.org.

Version 2.2, last updated: 24-03-2016


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