You (“you”, “your”, “the Customer”) agree that by developing using the BOPP API, you are agreeing to enter into a legally binding contract with BOPP (referred to as “us”, “our”, “we” or “BOPP”) which is a trading name of Mia Pago Ltd, a company registered in England and Wales (No. 11263859). Mia Pago Ltd is authorised by the Financial Conduct Authority (Financial Services Register number 826380) as an Authorised Payment Institution, able to provide payment initiation services and account information services.
1.1 The definitions and rules of interpretation in this clause apply in this licence.
Affiliate: includes, in relation to either party, each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party.
API: the BOPP application programming interface described in the API Documentation, and any other related API materials made available to you by us including, without limitation, through our website as each may be updated from time to time by incorporation of a Maintenance Release or Feedback.
API Call: each call from an Application via the API to interact with the BOPP Product.
API Data: all data published or made available through the API, along with any related metadata.
API Documentation: means the API documentation made available to you by us from time to time, including, without limitation, through https://developer.bopp.io/
API Key: the security key we make available for you to access the API.
API Limits: the restrictions set out in of Schedule 1 OR provided or published by us from time to time.
Application: any applications developed by you, or on your behalf, to interact with the API.
Authorised Users: any users authorised to access the API on your behalf via the API Key including app developers and your employees.
BOPP Marks: our proprietary trademarks, trade names, branding, or logos made available for use in connection with the API or API Data pursuant to this agreement associated with BOPP, Mia Pago Ltd and any of our services.
BOPP Product: our software described at https://developer.bopp.io/
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Customer System: the Application, together with any other network and information systems (including any hardware, software and other infrastructure) and processes operated by you or on your behalf that is used to access the API, make an API Call or otherwise communicate or interact with the BOPP Product.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union or other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Derived Data: data created by you or an End User, now or in future, which has benefited from, derived from, relied on or made any use of, the API or API Data (including, without limitation, where you have or the End User has created data by modifying, re-formatting, analysing or performing searches, look ups and/or enquiries using the API or API Data).
End Users: your authorised users, including the Authorised Users, together with any other individuals whom you enable to use or access the API.
Fee: the licence and usage fees payable by you to us under 2.
Feedback: all current and future suggestions, comments or other feedback regarding the API or API Data provided by you or on your behalf.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
Maintenance Release: release of the API that corrects faults, adds functionality or otherwise amends or upgrades the API, but which does not constitute a New Version.
New Version: any new version of the API which from time to time is publicly marketed and offered for purchase by us in the course of our normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.
Release Purpose: those purposes for which the API and API Data can be used, as set out in of .
Usage Data: has the meaning given in 3.
UK Data Protection Legislation: the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data as may be amended from time to time.
Virus: any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
1.2Holding company and subsidiary mean a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in section 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in section 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
1.3 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
1.4 Unless expressly stated otherwise, or the context otherwise requires:
1.5 In the case of conflict or ambiguity between any provision contained in the body of this agreement and any provision contained in the schedules, appendices or annexes, the provision in the body of this agreement shall take precedence.
1.6 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
1.7 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.
1.8 The Schedules and Annexes form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules and Annexes.
2.1 In consideration of your payment of the Fee to us, we grant to you a non-exclusive licence during the term of the agreement:
2.2 Your sole means of accessing the API, for the purposes of 4, shall be via the API Key.
2.3 In relation to the scope of use set out in 4 you may not:
2.4 Except as expressly stated in this 5, you have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the API or the BOPP Product, in whole or in part (except to the extent that applicable law overrides this provision or any part hereof).
2.5 You shall not use the API or API Data other than as specified in this 5 without our prior written consent.
2.6 Without prejudice to your other rights and remedies under this agreement, should you use the API or API Data other than as specified in this 5 without our prior written consent, we may, in our sole discretion:
2.7 We shall be entitled to suspend your access to, and use of, the API and the API Data under 6 until such time as the breach is remedied to our reasonable satisfaction, which may include (where payment is required under 6 until we have received that payment in cleared funds from you.
3.1 You must obtain an API Key through the registration process available at dashboard.bopp.app to use and access the API. You may not share the API Key with any third party, must keep the API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. The API Key may be replaced at any time by us on notice to you.
3.2 You shall:
3.3 Subject to 63, you are responsible and liable for all uses of the API resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in breach of this agreement, including use with any Application or third-party software. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of End Users in connection with the Application and their use of the API and API Data, if any. Any act or omission by an End User that would constitute a breach of this agreement if taken by you will be deemed a breach of this agreement by you. You shall take reasonable efforts to make all End Users aware of this agreement's provisions as applicable to such End Users and shall cause End Users to comply with such provisions.
3.4 You shall monitor the use of the API for any activity that breaches applicable laws, rules, and regulations or any terms and conditions of this agreement, including any fraudulent, inappropriate, or potentially harmful behaviour, and promptly restrict any offending users of the Applications from further use of the Applications.
4.1 We will make Maintenance Releases available to you no later than such releases are generally made available to our other customers.
4.2 You are required to make any change to the Application that is required for integration as a result of such Maintenance Release at your sole cost and expense as soon as reasonably practicable after receipt.
5.1 You may, at your discretion, provide Feedback to us, but we are not obliged to take any action in response to the Feedback.
5.2 Feedback, even if marked confidential, will not create any confidentiality obligations on us.
5.3 Without prejudice to our other rights and remedies (including under this agreement), we will be free to use, disclose, reproduce, distribute, implement in the BOPP Product or API and otherwise commercialise all Feedback provided by you without obligation or restriction of any kind, and you hereby waive all rights to be compensated or seek compensation for the Feedback and will ensure that any relevant moral rights are waived.
6.1 We, or our representatives, may monitor and audit your use of the API and the API Data to ensure you are complying with the terms of this agreement.
6.2 If the audit referred to in 7 reveals that the API or API Data has been used or accessed other than in accordance with this agreement, then, without prejudice to our other rights, you shall promptly disable such access and use and we shall be entitled to revoke any existing passwords, or not issue any new passwords, to any End User so implicated in the unauthorised use or access.
6.3 You shall keep complete and accurate records to demonstrate your compliance with the terms of this agreement, and the fulfilment of your obligations under it, including those matters set out at 7 and shall make such records available for inspection by us, or our representative, as part of the audit referred to in 7.
7.1 You shall pay to us the licence and usage fees as published on our website at bopp.io/pricing and as amended from time to time.
7.2 All sums payable under this licence are exclusive of VAT or any relevant local sales taxes, for which you shall be responsible.
8.1 Each party shall, during the term of this agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisers or as may be required by any law or any legal or regulatory authority) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party.
8.2 For the avoidance of doubt the API, the API Data and the API Key shall be considered our confidential information for the purposes of this agreement.
8.3 We shall be entitled to reference you as a user of the API and the API Data in our general marketing literature, including on our website and other online platforms. The reference to you for these purposes may include a reference to your corporate name and to any of your trade names and trademarks.
8.4 Save as provided for in 8, no party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
9.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This 8### is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
9.3 The parties acknowledge that the Usage Data is processed by us as a controller for the purposes of the Data Protection Legislation.
9.4 Without prejudice to the generality of 9 you will ensure that you have a lawful basis and all necessary appropriate consents and notices in place to enable lawful transfer of any personal data (including Usage Data) to us for the duration and purposes of this agreement so that we may lawfully use, process and transfer this data in accordance with this agreement; including in relation to the role outlined in 9.
11.2 This agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
11.3 We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this agreement.
12.1 Except as expressly and specifically provided in this agreement:
12.2 Except as expressly stated in 10:
12.3 The exclusions in 11 and 11 shall apply to the fullest extent permissible at law, but we do not exclude liability for:
12.4 All references to "us", “we” or “our” in this 11 shall, for the purposes of this clause and 11 only, be treated as including all our employees, subcontractors and suppliers and our Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with 11.
13.1 All rights, title and interest in any Derived Data and Feedback shall vest in us on creation. You hereby assign to us absolutely with full title guarantee all right, title and interest in and to the Derived Data and Feedback including:
in each case for the whole term including any renewals, reversions, revivals and extensions and together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these assigned rights, whether occurring before, on, or after the date of this agreement.
13.2 All use by you of the BOPP Marks, if any, will comply with any usage guidelines that we may specify from time to time. You acknowledge that your use of the BOPP Marks in connection with this agreement will not create any right, title, or interest in or to the BOPP Marks in your favour and all goodwill associated with the use of the BOPP Marks will inure to our benefit.
13.3 You will promptly notify us if you become aware of any infringement of any Intellectual Property Rights in the API, API Data, Derived Data, Feedback and BOPP Marks and will fully co-operate with us in any legal action taken by us to enforce our Intellectual Property Rights.
13.4 You acknowledge that all Intellectual Property Rights in the API, API Data, Derived Data, Feedback and BOPP Marks, belong and shall belong to us or the relevant third-party owners (as the case may be), and you shall have no rights in or to the same other than the right to use it in accordance with the terms of this agreement.
13.5 We undertake at our own expense to defend you or, at our option, settle any claim or action brought against you alleging that the possession or use of the API, API Data or BOPP Marks (or any part thereof) in accordance with the terms of this licence infringes the UK Intellectual Property Rights of a third party (Claim) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against you as a result of or in connection with any such Claim. For the avoidance of doubt, 12 shall not apply where the Claim in question is attributable to possession or use of the API, API Data or BOPP Marks (or any part thereof) by you other than in accordance with the terms of this licence, use of the API or API Data in combination with any hardware or software not supplied or specified by us if the infringement would have been avoided by the use of the API or API Data not so combined, or use of a non-current release of the API or API Data.
13.6 If any third party makes a Claim, or notifies an intention to make a Claim against you, our obligations under 12 are conditional on you:
13.7 If any Claim is made, or in our reasonable opinion is likely to be made, against you, we may at our sole option and expense:
provided that if we modify or replace the API or API Data, the modified or replacement versions must comply with the warranties contained in 13 and you shall have the same rights in respect thereof as you would have had under those clauses had the references to the date of this licence been references to the date on which such modification or replacement was made.
13.8 This 13 constitutes your exclusive remedy and our only liability in respect of Claims and, for the avoidance of doubt, is subject to 13.
14.1 This agreement shall commence on the date upon which you agree to it until terminated in accordance with the terms of this clause.
14.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
14.3 You may terminate this agreement at any time by discontinuing use of our API.
14.4 We may terminate this agreement at any time without cause or notice to you.
14.5 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
14.6 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
14.7 On termination for any reason:
14.8 Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect
15.1 You shall not:
without our prior written consent, such consent not to be unreasonably withheld or delayed.
15.2 We may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided we provide written notice to you, either directly or through updates provided publicly on our website.
15.3 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
15.4 Notwithstanding 16 a party assigning any or all of its rights under this agreement may disclose to a proposed assignee, on a confidential basis, any information in its possession that relates to this agreement or its subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this 16 shall be made by you until notice of the identity of the proposed assignee has been given to us.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy, unless such waiver is set out in writing and signed by the waiving party (or its authorised representative). No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
18.1 This agreement, the schedules and the documents annexed as appendices to this agreement or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
18.2 Each party acknowledges that, in entering into this licence and the documents referred to in it, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this licence or not) (Representation) other than as expressly set out in this licence or those documents.
18.3 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 this licence.
18.4 Nothing in this clause shall limit or exclude any liability for fraud.
From time to time we may update this agreement by posting changes to it or a revised version of it on our website. By continuing to use our services, you agree to be bound by the current BOPP Checkout Licence Agreement.
20.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
21.1 The entities referred to in 17 may enforce the terms of this licence to the fullest extent permitted by law as if they were a party to this agreement, subject to and in accordance with this 17, this agreement and the Contracts (Rights of Third Parties) Act 1999.
21.2 Except as provided in 17, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
21.3 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.
22.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
22.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a reasonable period at least as long as the period during which performance of the obligation has been delayed or failed to be performed.
24.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be by email. We will use the email address provided by you. All notices to us will be sent to email@example.com.
24.2 Any notice shall be deemed to have been received at 9:00am the next Business Day after it was sent by email.
24.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
25.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
25.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
The API Data shall be used for the following reasons only:
During the process of setting up your account we will request certain information about your current and expected business activity, and certain other details about the entity setting up the account. We will assign a risk limit during this process and we will monitor your transactional activity against these limits. In the event that you exceed these limits we may request further information from you and may, as a result of this further information, increase your API limits.
The limits we apply are not published in order to provide an effective safeguard to users of the service.