Commercial API licence terms
1. Definitions and Interpretation
1.1 These Terms and Conditions together with the Term Sheet form the agreement between the parties (the “Agreement”). In this Agreement, words and phrases have the meaning given to them in the Term Sheet and this clause 1:
1.2 “Article” means a full-text article or other individual item of Content published or available through the API.
1.3 “API” means FT’s API made available at the API Portal, as updated from time to time under clause 4.2.
1.4 “API Documentation” means the documentation for the API, as made available from time to time on the API Portal.
1.5 “API Key” means the credentials provided by FT to the Client that enable the Client Service to use and interact with the API.
1.6 “API Portal” means the website or other location at which FT makes the API available from time to time, the current API Portal being at http://developer.ft.com.
1.7 “API Terms” means terms and conditions for the API Portal, as set out on the API Portal from time to time.
1.8 “API Tools” has the meaning given to it in clause 4.7.
1.9 “API User” means each of the Client’s developers or other personnel who use or interact with the API on the Client’s behalf.
1.10 “Beneficiary” means any individual employed or otherwise engaged by the Client who makes any use of Content or Outputs for the Agreed Business Purposes.
1.11 “Confidential Information” means all information relating to trade secrets, operations, processes, plans, intentions, product information, know-how, designs, market opportunities, transactions, affairs and/or business of the other party and/or its customers, suppliers, clients and group companies and the terms of this Agreement.
1.12 “Content” means any Article or other FT content published or available through the API, along with any related metadata and other information provided through the API.
1.13 “Content Subscription” means a subscription agreement for the Content between FT and the Client.
1.14 “Control” means direct or indirect ownership of 50% or more of the voting equities or equivalent of the affected party or the power to nominate at least half of the members of the board of directors or equivalent of the affected party.
1.15 “Development Use” means use of Content for the purpose of developing or maintaining solutions that employ the Display Use, Discovery Use or Analysis Use.
1.16 “IPRs” means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including present and future copyright, database rights, trade marks, know-how, confidential information, trade secrets, design rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
1.17 “Marks” means the word marks “Financial Times” and “FT”, and their related logos, whether registered or unregistered.
1.18 “Non-Reading Beneficiary” means a Beneficiary who is not a Reader under a Content Subscription.
1.19 “Outputs” means any systems, solutions, models, materials or other outputs of any nature produced by the Client using any Content, whether or not those Outputs incorporate any Content.
1.20 “Permitted API Calls” means the maximum number of API calls that can be made for each API Key during each specified period of time, being 5,000 calls per day and 2 calls per second or as otherwise set out in the Term Sheet or agreed by FT in writing from time to time.
1.21 “Reader” means an individual who is licensed to read Content under a Content Subscription.
1.22 “Reading” means individual reading, viewing, listening or other consumption of Content.
1.23 “Renewal Term” means each renewal term of twelve months each, as set out in clause 8.1.
1.24 “Restricted Content” means Content identified as restricted content in the Schedule to these Terms and Conditions.
1.25 “Services” means the services provided by FT under this Agreement, including making the API available to the Client. It does not include FT’s creation and publication of the Content.
1.26 “Term” means the Initial Term together with any Renewal Term(s).
1.27 The headings in this Agreement do not affect its interpretation. References in this Agreement to any statute or statutory provision shall include any statute or statutory provision in force at the date of this Agreement. References to “including” and “includes” means respectively including without limitation and includes without limitation.
2. Use of Content and IPRs
2.1 FT grants to the Client a non-exclusive, non-transferable, non-sub-licensable, revocable licence for the term of this Agreement to use the Content solely for the Permitted Use, and in accordance with, this Agreement. The Client will not otherwise use the Content without obtaining the prior written consent of FT.
2.2 The Client may reformat and index the Content by including codes, tags and similar instructions as may be necessary or desirable for the Permitted Use, provided that such reformatting does not derogate from or alter the meaning or quality of the Content.
2.3 The Client shall not make any use whatsoever of the Content that is not expressly permitted by this Agreement. In particular:
- 2.3.1 the Client shall not include any Content in any published Outputs arising from the Permitted Use, and shall not in any other way make Content available to any other person;
- 2.3.2 this Agreement does not permit any manual reading or other use of the Content by any individual other than (a) Reading by Readers in accordance with the Content Subscription (where applicable); or (b) to the extent strictly necessary for carrying out the Development Use.
2.4 FT reserves complete freedom in the form and content of the Content and may add to, remove or edit the Content at any time on a permanent or temporary basis and with or without notice.
2.5 The Client will cease use of any Content and shall delete that Content as soon as possible and in any case within 48 hours of FT’s written request (which may include request by email) to do so. FT shall not be liable for any actions, losses, damages or expenses that may arise out of the Client’s failure to comply in accordance with this clause 2.5.
2.6 This Agreement does not constitute a sale of the Content or any part of it and except as expressly provided in this Agreement no rights or licences, express or implied, are hereby granted to the Client or its Beneficiaries in respect of the Content. The Client acknowledges that as between itself and FT, FT (or its licensors) is throughout the world the owner of all IPRs subsisting in the Content. Nothing herein contained shall be construed so as to transfer any IPRs whatsoever in the Content to the Client or its Beneficiaries which remain vested in FT.
2.7 In case of, in the reasonable opinion of FT, unauthorised use of the Content or the API by the Client or a Beneficiary, without prejudice to its other rights and remedies FT reserves the right to deny access to the Content and/or the API to the Client.
3. Specific Types of Use
3.1 The Display Use only applies to the extent that the Client has a valid Content Subscription which covers the Display Use. The Display Use does not permit the making available of any Content to a person who is not a Reader.
3.2 Within 30 calendar days after the end of each calendar month during the Term, the Client shall make available to FT a report showing the number of article views (meaning “hits” or page views or access requests for any Article pursuant to the Display Use) by each Reader in that calendar month.
3.3 The Client shall not use Restricted Content for any purpose other than the Discovery Use.
3.4 The Discovery Use includes storage, processing and display of Content strictly for the purposes of such Discovery Use. The Discovery Use does not permit:
- 3.4.1 display of any Content other than the headline and first 140 characters (“teaser text”) for each Article; or
- 3.4.2 the use of Content for navigation, search, filtering or other discovery of any third party content to which the Client may also have access, or for any other purpose not connected with Content.
3.5 The Analysis Use only covers computational analysis by automated means. It does not allow for any Reading of Content by any person.
4. Use of the API
4.1 FT will provide an API Key to the Client which enables the Client to make use of the API. The Client will use the API Key only for making use of the API for the Permitted Use in accordance with this Agreement, and will not share or disclose the API Key to any third party without the FT’s prior written consent. The Client is responsible for ensuring that its developers (whether employees or contractors) are aware of and comply with this obligation and with the other requirements of this clause 3.
4.2 In order to access the API Key and make use of the API, the Client and each API User are required to create an account (or use an existing account) on the API Portal and to accept the API Terms. This Agreement constitutes “API Licence Terms” for the purposes of the API Terms.
4.3 The Client will, and will ensure that API Users will, (a) comply with the API Terms, and (b) use the API only for developing or maintaining the Client Service, or as otherwise necessary for the Client to exercise its rights under this Agreement.
4.4 FT will make the API available for use by the Client in accordance with the API Documentation. FT may modify the API from time to time and will provide the Client with reasonable notice of any such modification.
4.5 FT will use reasonable endeavours to ensure that the API is available and operational at all times, and to remedy any failure or unavailability of the API, but gives no warranty or assurances as to the availability or performance of the API.
4.6 The Client will limit its API calls to the Permitted API Calls. FT’s calculation of the number of API calls made by the Client will be final in the absence of fraud or manifest error. In the event that the Client’s API calls exceed the Permitted API Calls, FT reserves the right (a) to limit the Client’s API calls to the Permitted API Calls, and/or (b) to contact the Client to agree a service charge to reflect the number of API calls being made, to apply to the Client’s future use of the API.
4.7 FT may from time to time make available tools to assist developers in using and interacting with the API (“API Tools”). Except as otherwise stated or agreed by FT, API Tools are to be used only for purposes of development, testing and support, and are not to be used for live production purposes.
4.8 The API and any API Tools are provided “as is” and it is the Client’s responsibility to ensure that it understands the API Documentation and how to use the API and any API Tools. While FT may at its discretion provide limited telephone or email support to the Client, FT is under no obligation to do so and any such support is provided “as is” and without any warranty or condition, express or implied.
5. Protection of the Content
5.1 The Client shall ensure that any copy of the Content which it creates under this Agreement includes clear notice of attribution to FT in the following form: “© The Financial Times Limited [year]”.
5.2 The Client shall notify FT forthwith upon becoming aware of any unauthorised use or reproduction of the Content by any third party (including any Beneficiary) and shall provide at FT’s expense such assistance as requested by FT in taking action to prevent such unauthorised use or reproduction or to protect FT’s IPRs in the Content.
5.3 FT reserves the right to monitor Content usage by the Client and its Beneficiaries during the term of this Agreement. The Client shall immediately upon request provide FT with full and unrestricted access to any of the Client’s systems that are storing or using any Content for the purpose of verifying the Client’s use of the Content and its compliance with the terms of this Agreement.
5.4 All costs associated with the Client’s use of the Content shall be the sole responsibility of the Client. All transmission and communication costs incurred in delivery of the Content to the Client shall be paid by the Client or reimbursed to FT unless the parties agree otherwise.
5.5 The Client shall delete each individual item of Content stored on its systems on or before the expiry of the Archive Period for that item.
6. Warranties and Liability
6.1 Each party warrants and represents to the other that: (a) it has the full power and authority to enter into this Agreement; and (b) this Agreement constitutes a valid and binding agreement of it and does not conflict with any other agreement to which it is a party.
6.2 FT warrants and represents to the Client that: (a) to the best of its knowledge the Content does not include any information or material which infringes the IPRs of any third party or is defamatory; (b) it shall comply with all applicable English laws and regulations in relation to the provision of the Services; and (c) it shall use reasonable care and skill in its provision of the Services under this Agreement.
6.3 The Client warrants and represents to FT that: (a) the Outputs (and any material in which the Client publishes any Outputs) shall not include any information or material which infringes the IPRs of any third party, is defamatory, or is unlawful; and (b) in performing its obligations under this Agreement, it will comply with all laws and regulations (including all data protection laws) for the time being in force and obtain all necessary permissions consents and licences for the exercise of its rights and the performance of its obligations under this Agreement.
6.4 The Client agrees to fully indemnify FT against any losses, damages, costs, expenses (including reasonable legal expenses) or other liabilities suffered or incurred by FT as a result of (a) any infringement by the Client of FT’s IPRs; (b) Client’s use of the Content; or (c) Client’s publication or use of any Outputs.
6.5 Except as expressly provided in this Agreement no warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the accuracy, completeness, quality, performance, durability or fitness for purpose of the Content or API is given or assumed and all such warranties, conditions, undertakings and terms are hereby excluded to the fullest extent permitted by law.
6.6 FT shall not have any liability to the Client to the extent such liability arises as a result of a breach of this Agreement by the Client or use of Content by the Client or a Beneficiary outside of the scope of this Agreement.
6.7 The Client acknowledges that the original purpose for which the Content has been created is for general information and entertainment purposes. The Content does not constitute any form of advice, recommendation, representation, endorsement or arrangement by FT. It is not intended to be relied upon by any person in making (or refraining from making) any specific investment, purchase, sale or other decisions. Any such use to which the Client or any Beneficiaries put the Content (whether pursuant to the Analysis Use or otherwise) is entirely at the Client’s risk, and FT accepts no liability (whether in contract, tort including negligence, or otherwise) to the Client or the Beneficiaries in respect of any such use.
6.8 Nothing in this Agreement shall operate to exclude or restrict either party’s liability for death or personal injury caused by that party’s negligence; fraud or fraudulent misrepresentation; or any liability which cannot be limited or excluded by law.
6.9 Neither party shall have any liability to the other under this Agreement for: (a) any indirect, special, incidental or consequential loss or damage of any kind whatsoever; or (b) any loss of profits, loss of business, loss of revenues, loss of data or anticipated savings, in each case whether such damages were reasonably foreseeable or actually foreseen.
6.10 Without prejudice to FT’s right to payment of Fees owing, the aggregate liability of either party arising out of or in connection with this Agreement shall be limited to direct loss and damages which in no event shall exceed the greater of (a) £100,000 and (b) 125% of the amounts paid or payable by the Client under this Agreement.
6.11 The limitations and restrictions on liability in clauses 6.9 and 6.10 shall not apply to any indemnities provided by either party under this Agreement or any misuse of FT’s IPRs by the Client (including any use of the Content outside the scope of this Agreement).
6.12 The Client agrees that the limitations and restrictions on liability in this Agreement are reasonable taking into account all of the circumstances in which it is entered into and that they represent terms forming part of a negotiated agreement.
7.1 The Client shall pay the Fees as set out in the Term Sheet which FT may invoice on the Start Date. If no payment term is specified on the invoice, FT will require payment within 25 days of the date specified in the FT invoice. For the avoidance of doubt, failure to fulfil timely payments shall constitute a material breach of this Agreement.
7.2 The Fee and all other charges are exclusive of value added tax (VAT) or any other sales or similar taxes which are or may be applicable. All amounts due to be paid to FT hereunder, shall be paid in full, without set-off or counterclaim and free and clear of and without any deduction or withholding for, or on account of, any present or future taxes, duties, levies, imposts or charges of any nature.
7.3 If the Client is required by any law or regulation to make any deduction or withholding (on account of tax or otherwise) from any payment, the Client shall, together with such payment, pay such additional amount as will ensure that FT receives, free and clear of any tax or other deduction or withholding, the full amount which it would have received if no such deduction or withholding had been required. The Client shall promptly forward to FT copies of official receipts or other evidence showing that the full amount of any such deduction or withholding has been paid over to the relevant taxation or other authority.
7.4 The parties agree to comply with the applicable double tax treaty with respect of withholding taxes and FT shall comply with all reasonable requests from the Client to file, or to provide the Client with such forms, statements or certificates as shall enable the Client to apply a reduced rate of tax or exemption from tax in accordance with the applicable double tax treaty.
7.5 If any sum payable under this Agreement is not paid within 25 days of the due date then FT reserves the right to (a) charge interest on such sum on a day-to-day basis from the due date to the date of payment at the rate of 4% per annum above the base rate of Barclays Bank Plc from time to time in force.; and (b) suspend the provision of the Content to the Client and/or the licences granted under this Agreement.
7.6 Unless specifically agreed to the contrary, all payments will be made by the Client to FT in pounds sterling.
8. Term and Termination
8.1 This Agreement shall commence on the Start Date and subject to the provisions of this Agreement, shall remain in force for the duration of the Initial Term. At the expiry of the Initial Term this Agreement will terminate.
8.2 Either party may terminate this Agreement on written notice with immediate effect if: (a) the other party is in material or persistent breach of any of the terms of this Agreement and in the case of a breach capable of remedy having been notified of any such breach has failed to remedy the same within 14 days; or (b) the other party ceases to carry on its business or has a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets or passes a resolution for its winding up or a court of competent jurisdiction makes an administration order or liquidation order or similar order, or enters into any voluntary arrangement with its creditors, or is unable to pay its debts as they fall due or any analogous event occurs to the other party in any jurisdiction.
8.3 FT shall be entitled to terminate this Agreement immediately by notice in writing to the Client and without incurring any liability for such termination if: (a) the character of the Client Service materially or substantially changes (and the Client shall be required to notify FT of the same); (b) there is a change of Control of the Client (and the Client shall be required to notify FT of the same); (c) the Client (or any of its shareholders or directors) becomes subject to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom, Hong Kong or United States of America; or (d) FT in its sole opinion determines that the Client has used the Content or the API in a manner which has caused or is likely to cause damage to FT’s goodwill or reputation.
8.4 On the termination or expiry of this Agreement: (a) the Client will immediately cease using and will delete all copies of the Content from its systems and databases and discontinue use of the Content and the API and return or destroy (as instructed by FT) all files, materials and documents supplied by FT before and during the Term; (b) to the extent that any Outputs incorporate or are in any way dependent upon any Content, the Client shall remove all such incorporated Content and dependencies from the Outputs; (c) the licences granted by FT to the Client under this Agreement will terminate; and (d) clauses which are expressed or intended to survive the expiry or termination of this Agreement shall survive, including without limitation clauses 2.6, 6.4 to 6.12, 8.5, 8.6, 9, 11 and 12.
8.5 Any termination of this Agreement is without prejudice to any other rights or remedies a party may be entitled to under this Agreement or at law and shall not affect any accrued rights or liabilities of either party. Termination of this Agreement shall not relieve the Client of its obligation to pay FT any outstanding fees.
8.6 In any circumstances where FT is entitled to issue a notification of breach or to terminate this Agreement, including occasions when the Client fails to pay outstanding fees due, FT may elect by written notice to suspend its provision of the API or the use of the Content to the Client without any liability and without any suspension of the Client’s payment obligations, until such time as FT is satisfied that the breach is remedied or until FT elects to exercise its right to terminate the Agreement.
Each party agrees to keep confidential (both before, during and after the Term) all Confidential Information, whether written or oral, that it has received or obtained from the other or may receive or obtain from the other and shall not use the same without the prior written consent of the disclosing party for any purpose except as expressly permitted under this Agreement. This obligation will not apply in the case of any disclosure required by law or to information which is in the public domain (other than as a result of a breach of any confidentiality obligation). Each party agrees not to make any announcement regarding this Agreement or the activities associated with it without the prior written consent of the other.
10. Force Majeure
With the exception of the Client’s obligation to pay the Fees, neither party shall be liable for any failure to perform its obligations under this Agreement if such performance is hindered or prevented by any matter beyond the reasonable control of the party whose performance is hindered or prevented (including without limitation by reason of any failure, interruption, or degradation of any third party telecommunications or computer network or system or hardware or the Internet or any part of it) (a “Force Majeure Event”). If a Force Majeure Event continues for more than one month then either party may immediately terminate this Agreement on written notice to the other (provided that the Force Majeure Event is still continuing on the date of that notice).
11.1 No provision of this Agreement may be amended, modified, discharged or terminated other than by the express written agreement of the parties.
11.2 No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise by either party of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.
11.3 Any notice must be in writing, and be addressed to the other party’s Relationship Manager (and in the case of notices to FT, with a copy to FT’s General Counsel). Notices must be delivered by hand, by recorded delivery or courier. Any notice shall be deemed to have been served if delivered by hand, at the time and date of delivery and if sent by recorded delivery or courier, at the time of receipt as evidenced by signature.
11.4 Nothing in this Agreement will be deemed to create a partnership, agency or joint venture between the parties.
11.5 This Agreement constitutes the entire agreement between the parties as to the subject matter hereof and supersedes all previous communications, representations and arrangements, either written or oral (including any trial agreement), and each party hereby acknowledges that no reliance is placed on any representation made by the other party before the Agreement date but not embodied in this Agreement.
11.6 If any provisions of this Agreement shall be held illegal or unenforceable by a court of competent jurisdiction then such provisions shall be severed and the remainder of this Agreement shall remain in full force and effect unless the business purpose of this Agreement is substantially frustrated thereby in which case this Agreement shall automatically terminate.
11.7 The Client may not assign, sub-contract, delegate or otherwise transfer any or all of its rights or obligations under this Agreement without the prior written consent of FT.
11.8 This Agreement is not intended to nor shall it create any rights, entitlements, claims or benefits enforceable by any person that is not a party to it, including any Beneficiary. Therefore, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
12. Disputes and Governing Law
12.1 Each party agrees to respond promptly to any issues referred to it by the other party relating to this Agreement and shall seek to resolve any disputes arising through its Relationship Manager as quickly and effectively as possible.
12.2 If the parties cannot satisfactorily resolve any dispute within 14 days of referral to the Relationship Managers then that dispute shall be escalated to a Director (or equivalent) of both parties. If the parties cannot satisfactorily resolve any dispute within 14 days of referral to a Director (or equivalent) then either party may seek its legal remedies as provided in clause 12.4.
12.3 This clause 12 shall not restrict either party from seeking immediate legal or equitable relief for any infringement of its IPRs or Confidential Information.
12.4 All contractual and non-contractual claims shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts, provided that for the exclusive benefit of FT, FT retains the right to bring proceedings against the Client in the applicable courts of the Client’s place of business.
13. Version of Terms and Conditions
13.1 This version of the Terms and Conditions applies to Term Sheets executed by FT and the Client at any time from 23 November 2016 until this version of the Terms and Conditions is superseded by a new version.
13.2 FT may, at any time, and at its sole discretion, change, update or amend these Terms and Conditions by posting a new version of the Terms and Conditions at http://help.ft.com/legal-privacy/legacy-pages/commercial-api-licence-terms/. Any such change under this clause 13.2 will not affect any Term Sheets that have already been executed by FT and Contra Party.
Schedule: Restricted Content
The following Content within each part of the FT API constitutes Restricted Content, which (as set out in clause 3.3) can only be used for the Discovery Use:
- Organisations API – all Content is Restricted Content
- People API – all Content is Restricted Content
- Enriched Content API – the following JSON elements are Restricted Content:
- Things API – the following JSON elements are Restricted Content: