1. The NOTHS order management application programing interface (API) is provided by Notonthehighstreet Enterprises Limited (a company incorporated and registered in England and Wales with company number 5591382) whose registered office is at: ​NOTHS House, 63 Kew Road , Richmond, Surrey, TW9 2NQ (NOTHS).

2. APPLICATION OF THESE TERMS OF USE

2.1 Outlined below are a series of terms that set out your rights and responsibilities when using this API, please read them carefully and let us know if you have any questions.

2.2 The Seller Terms and Conditions to which you, as a Seller on the NOTHS website (notonthehighstreet.com), have agreed, shall also apply to your use of the API where applicable. To the extent that any term in these Terms of Use contradicts or is inconsistent or conflicts with the Seller Terms and Conditions, then the Seller Terms and Conditions shall take precedence over these Terms and Conditions to the extent of the inconsistency, conflict or contradiction.

3. ACCEPTANCE OF THESE TERMS OF USE

3.1 By using this API, you are unconditionally agreeing to be bound by these Terms of Use. Please note that you may not use the API or accept these Terms of Use if you are not a live seller on the NOTHS website (notonthehighstreet.com).

4. API LICENSE

4.1 Subject to full compliance with these Terms of Use, NOTHS grants to you a non-exclusive, non-transferable licence to use the API, and the documentation drafted by NOTHS to support the use of the API (Documentation), in the UK.

5. USING THE API

5.1 You will:

(a) use the API for your internal business purposes only;

(b) only access (or attempt to access) the API by the means described in the Documentation;

(c) be solely responsible for your use of the API and any content or information that you transmit via the API;

(d) use the API only as permitted by law (including without limitation laws regarding the import or export of data or software, privacy, intellectual property or local laws);

(e) supervise and control use of the API and ensure that your employees and representatives use the API in accordance with these Terms of Use;

(f) maintain the security of any log-in details or token you are provided by NOTHS to facilitate your use of the API;

(g) take appropriate virus precautions, and warrant that your systems, networks and software are secure and configured in accordance with best industry practice.

(h) be solely responsible for all activities that occur when inputting the API in any third party application;

(i) contact NOTHS immediately should you believe an unauthorised third party may be using your API or they are lost or stolen.

5.2 You will not:

(a) use the API to encourage, engage in or promote illegal activity

(b) use the API to encourage, engage in or promote activity that harms the interest of NOTHS or the NOTHS website;

(c) upload or otherwise transmit content that is misleading, obscene, defamatory or otherwise offensive to others;

(d) copy the API or Documentation except where such copying is incidental to normal use of the API or where it is necessary for the purpose of back-up or operational security;

(e) rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the API or Documentation;

(f) disassemble, decompile, reverse engineer or create derivative works based on the whole, or any part, of the API nor attempt to do any such things, except to the extent that this restriction is explicitly prohibited by applicable law;

(g) attempt to circumvent any security measures or technical limitations of the API;

(h) provide, or otherwise make available, the API in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us.

6. INFORMATION COLLECTED BY THE API

6.1 NOTHS does not acquire ownership of the content you transmit and upload via the API.

6.2 You will be responsible for the protection of the content you transmit via the API and for ensuring that this content is/was collected in a lawful manner (including in accordance with any relevant privacy legislation).

6.3 You acknowledge that you are solely responsible for adequate protection and backup of content, data and/or equipment used by you or gathered by you in connection with the API.

7. API LIMITATIONS

7.1 NOTHS may set limits on the number of API requests that you can make, at its sole discretion. You agree to such limitations and will not attempt to circumvent such limitations.

7.2 NOTHS may monitor your use of the API to ensure quality, improve the API, and verify your compliance with these Terms of Use. You will not interfere with such monitoring.

7.3 You agree that NOTHS may send you certain communications in connection with your use of the API.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 You acknowledge that all intellectual property rights in the API and the Documentation throughout the world belong to NOTHS, that rights in the API are licensed (not sold) to you, and that you have no rights in, or to, the API or the Documentation other than the right to use them in accordance with these Terms of Use.

8.2 You will not remove or modify any copyright or trade mark notice, or other notice of intellectual property ownership.

9. FEES

9.1 NOTHS reserves the right to charge a fee for your use of the API in future.

10. WARRANTIES

10.1 You acknowledge that the 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 API as described in the Documentation meet your requirements.

10.2 You acknowledge that the API may not be free of errors or bugs.

10.3 You acknowledge that NOTHS nor its suppliers or distributors make any specific promises about the API, the quality of the API, or its reliability and availability. In this regard, you agree to take all risks associated with your use of the API, including any reliance on the quality, availability or reliability of the API and the information collected via it.

10.4 These Terms of Use set out the full extent of our obligations and liabilities in respect of the supply of the API and Documentation. Except as expressly stated in these Terms of Use, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the API and Documentation which might otherwise be implied into, or incorporated in, these Terms of Use whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

11. LIMITATION OF LIABILITY

11.1 We only supply the API and Documentation for internal use by your business, and you agree not to use the API or Documentation for any re-sale purposes.

11.2 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 these Terms of Use 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.

11.3 Other than the losses set out above (for which we are not liable), our maximum aggregate liability under or in connection with these Terms of Use whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the greater of:

(a) the amount of fees you pay NOTHS for your use of the API in the preceding 6 months; or

(b) £100.00.

11.4 Nothing in these Terms of Use 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.

12. INDEMNITY

12.1 You agree to hold harmless and indemnify NOTHS, and its subsidiaries, affiliates, officers, agents, and employees, or partners, from claims, losses, damages, judgments, and litigation costs relating to any third party claim arising from:

(a) your misuse of the API; or

(b) your violation of these Terms of Use.

13. TERMINATION

13.1 If you want to terminate these Terms of Use please provide NOTHS with 7 business days written notice and stop your use of the API. For the avoidance of doubt, you may stop using the API at any time

13.2 NOTHS reserves the right to terminate these terms or discontinue the API (or any feature of it) for any reason and at any time without liability or other obligation to you.

13.3 Upon termination for any reason:

(a) all rights granted to you under the Terms of Use shall cease; and

(b) you must cease all activities authorised by these Terms of Use.

14. OTHER IMPORTANT TERMS

14.1 We may transfer our rights and obligations under these Terms of Use to another organisation, but this will not affect your rights or our obligations under these Terms of Use.

14.2 You may only transfer your rights or your obligations under Terms of Use to another person if we agree in writing.

14.3 You acknowledge and agree that the relationship between you and NOTHS and its affiliates (if applicable) is that of independent contractors. Nothing in these Terms of Use shall be construed as creating a partnership, contract of employment, agency, joint venture or franchise relationship between NOTHS or any of its affiliates with you.

14.4 These Terms of Use, 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 these Terms of Use 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 these Terms of Use or any document expressly referred to in it.

14.5 If we fail to insist that you perform any of your obligations under these Terms of Use, 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.

14.6 Each of the conditions of these Terms of Use 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.

14.7 NOTHS shall be entitled to amend all or any of these Terms of Use, from time to time by posting such amended versions of them on the NOTHS website or its client management system. You acknowledge that it is your responsibility to check the NOTHS website on a regular basis to keep yourself aware and notified of any changes made by NOTHS to these Terms of Use.

14.8 These Terms of Use are governed by English law. All claims arising out of or relating to these Terms of Use will be litigated exclusively in the courts of England and Wales.

LAST MODIFIED: 11 AUGUST 2017