Terms and conditions
These API terms and conditions (terms) govern your access and use of the Nedbank Limited API Marketplace. By continuing to access and use the Sandbox, you agree to the terms.
1.1 ‘API’ means an application programming interface (or similar technology) made available by us through the API Market to allow you to access or use API content or API services through your application. We reserve the right, in our sole discretion, to grant, deny, limit, or modify your or your end users' access to or use of any API or the API content or API services associated with any API.
1.2 ‘API content’ means an application programming interface (or similar technology) made available by us through the API Market to allow you to access or use API content or API services through your application. We reserve the right, in our sole discretion, to grant, deny, limit, or modify your or your end users' access to or use of any API, API content or API services associated with any API.
1.3 ‘API services’ means service(s) and/or function(s) accessible through or performed by a particular API, subject to these terms.
1.4 ‘Application’ means a website and/or software application (regardless of how fully developed) owned by you and visited or used (or developed with the intent to be visited or used eventually) by you, your customers or any natural person or company (end users) to access or use API content or API services.
1.5 ‘API Market’ means the website and related materials and resources currently located at API Marketplace.
1.6 ‘Basic access’ means access to a live production environment that must be requested, reviewed, and approved by us.
1.7 ‘Documentation’ means any online user guides, software development kit(s), and/or help and training materials for our APIs, as updated from time to time, accessible through our documents.
1.8 ‘Marks’ means the trademarks, service marks, logos, trade names, and brands designated in the API Market for use with the API and API content or services to identify Nedbank Limited products and services.
1.9 ‘Sandbox’ means the API Marketplace test environment website and related materials, information and resources currently located at API Marketplace.
1.10 ‘Sandbox data’ means the fake, masked, obfuscated, encrypted or otherwise incorrect or unactionable test data provided through the Sandbox for use by or in development of your application.
1.11 ‘Terms’ includes these API terms and any other relevant terms, conditions, policies, disclaimers, authorities and notices agreed between you and us, for example terms that apply to a specific section of this website.
1.12 ‘We’, ‘us’ or ‘our’ refers to Nedbank Limited, the owner of the Sandbox. It includes the officers, agents, employees, owners, suppliers, co-branders and associates of Nedbank Limited where these terms limit or exclude our liability.
1.13 ‘You’ or ‘your’ refers to any visitor to this Sandbox, including any other person, website, business or agent (including any virtual or robotic agent) associated with the visitor.
2. Approved API Licence
Subject to these terms, we grant you a royalty-free, limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access, copy and use the API(s) to develop, test, connect with, and support your application for your benefit (approved API licence). We reserve all other rights to the API(s) to the extent that those rights are not expressly identified here. Except for the approved API licence, no rights or licences, express or implied, are hereby granted to you with respect to any of our intellectual property rights or under any of our patents, copyrights or trade secrets because of, or related to, these terms or our course of dealing with you under these terms.
3. Right to access and use Sandbox, Sandbox data, API content and API services
3.1 We grant you a limited right to access and use the Sandbox, API content, API services, and Sandbox data to develop, test, connect with, and support your application's access and use of API content or API services. You have only a right of limited access and use to the API content, API services, the Sandbox and Sandbox data in line with these terms and in a way that keeps them free of all claims from any source whatsoever. You have no rights or licence under these terms related to APIs, API content or API services that are not APIs or API content or API services. Further, you agree not to:
3.1.1 reverse-engineer, reverse-compile, decrypt, de-obfuscate, unmask, or reverse-assemble all or any portion of the API Market, any API, any API content or API services, the Sandbox, any Sandbox data or any token;
3.1.2 distribute, disclose, publish, market, sell, rent, lease, sublicense or assign to any third party any token (as defined below) to which you have access under these terms unless otherwise specifically authorised under these terms; or
3.1.3 represent to any third party that simulated transactions conducted using any API, API content, API services, Sandbox or Sandbox data to which you have access under these terms are real.
3.2 Despite the above, educational institutions (including universities and colleges) may share the tokens with only users who are under their direct disciplinary or organisational control or subject to a relationship with a formal education institution (authorised educational API user). If you provide a token to one or more authorised educational API users, you must specifically inform and require them to agree to these terms, including sections 4, 5, 14 and 17.
4. Means of access
4.1 You will access or use an API, API content or API services through only unique licensed access credentials (token). A token must be created for you and you may access or use an API, API content or API services only through your token. We may in our sole discretion require you to use a one-time password (OTP), in addition to your token, to access or use certain APIs and/or API content or API services. We own all tokens and OTPs (including all intellectual property rights related to them). We reserve the right to limit access to and/or use of any API and/or API content or API services by various means and using various criteria, including by restricting the number, frequency, any currency amount or volume of access requests, uses, services, functions, data or any other form of API content or API services. [Drafting note: Please confirm how users can access the Sandbox.]
4.2 If we inform you of these limitations, you will be obligated to comply with them. Access and usage limitations may be identified in the API Market, in communications of our approval of your access to and use of API, or otherwise, and may change at any time. You will be fully responsible for all the activity performed in the API market, or with any API or any access to the API content or API service using your token.
5. API restrictions
5.1 Use of an API, API content or API services is subject to reasonable information security policies and procedures, including OTP procedures, which may not be fully disclosed and may vary from time to time. When accessing or using an API or API content or API services under this Sandbox agreement, you, your end users or your application may not:
5.1.1 modify, obscure, circumvent, or disable any element of any API , API content or API services or their access control features;
5.1.2 disrupt, interfere with, or adversely impact the access or use of any API, API content or API services by us or others;
5.1.3 disclose, share, or transfer your token or OTP to any third party or allow anyone else to access your API Market account unless expressly authorised in these terms;
5.1.4 infringe, misuse, or claim ownership of our intellectual property;
5.1.5 transmit any viruses, worms, defects, Trojan horses, or any other malware through your application or your access to or use of any API, API content or API services;
5.1.6 use it in connection with an application that causes harassment or is offensive, abusive, libellous, threatening, discriminatory, vulgar, pornographic, unethical, unlawful (or that promotes unlawful behaviour) or that is otherwise inappropriate as determined by us in our sole discretion;
5.1.7 except as expressly authorised by us, use any robot, spider, retrieval application, or other automated functionality to retrieve or index any portion of our data, products, or services for any unauthorised purpose; or
5.1.8 use any API, API content or API services in furtherance of or in connection with any live transaction (whether virtual or real) or any transaction with legal or other real consequences to you, your end users or any participant in the transaction, regardless of whether the data involved is Sandbox data or was otherwise provided for use by you, your end users or your application.
6. API content and API services
6.2 These terms and the applicable documentation together supersede the General Terms in the event of conflicts between them.
6.3 These terms supersedes the documentation in the event of conflicts between them.
6.4 Subject to the API governing documents, you may access and use API content or API services solely with or through your application.
6.5 You acknowledge that we may seed or watermark API content or API services for verification of compliance and may use data capture, syndication analysis, and other similar tools to track, extract, compile, aggregate, archive, disclose, and analyse any data or information resulting from your and any other person's access to or use of any API, API content or API services.
6.6 We retain ownership of all ancillary information and metadata related to use of the API and API content or API services, including listing appearance frequency and popularity with end users (metadata). Metadata will be considered our confidential information (as defined below).
6.7 To the extent we, in our sole discretion, provide you with access to metadata, you may use metadata only for your own internal technical purposes in developing or supporting your application.
7. API content and API services restrictions
7.1 You and your application will only access or use API content or API services. When accessing or using API content or API services, you will not:
7.1.1 access or use the API content or API services in a way that is not permitted by the API governing documents; or
7.1.2 access or use the API content or API services in violation of, or in a way that would cause us or our affiliates to be in violation of, any law, regulation, clearinghouse rules, card brand rules, payment system operating rules or similar requirements.
8. Application functionality
8.1 Any modification of API content or API services must comply with the API governing documents.
8.2 Under no circumstances can you revise, change, modify or alter API content or API services (or its appearance) to render the API content or API services unfair, deceptive, abusive, false or misleading.
8.3 If the API content or API services includes hyperlinks to our website, the application must use the complete, unaltered URL as the HREF or comparable functional link for proper tracking and functionality.
8.4 Promptly on request, you agree to provide us reasonable access to your application, documents, information, employees, subcontractors, and your third-party agents.
8.5 You will diligently and promptly correct any material bugs or faults in your application that cause it to incorrectly access the API or display API content or API services.
8.6 Regardless of how you use the API and API content or API services in your application, you may not at any time, surviving termination of these terms to the maximum extent permitted by law, prevent or restrict us from any use, functionality, or display of our API or API content or API services in any way, for any purpose, with any user or end user, in any application, or in any medium, now known or later developed.
We make no promises or claims related to the availability or uptime of the Sandbox, Sandbox data, any APIs or any API content or API services. These terms do not entitle you to any support for any API or API content or API services. You are solely responsible for providing all support and technical assistance of your applications. You acknowledge and agree that we have no obligation to provide any support or technical assistance to any users of your application(s) and you will not represent to any such users that we are available to provide such support.
10.1 You acknowledge and agree that we may, in our sole discretion, change these terms, any API, and any API content or API services from time to time. You will be notified of a change to your API(s), API content or API services via email to the email address you gave on registration in the API Market and/or through notifications or posts on API Marketplace.
10.2 You will within 10 days from the date of first notice of any changes (or such shorter period specified in the notice of the change) (conformance period) comply with the changes by implementing and using the most current version of the API and making any changes to application(s) that may be required because of those changes.
10.3 You acknowledge that a change may have an adverse effect on application(s), including:
10.3.1 changing the way applications communicate with the API;
10.3.2 changing the way applications request, receive, access, display, transmit or use API content or API services or Sandbox data ; or
10.3.3 changing the API content or API services associated with a particular API.
10.4 We will have no liability of any kind to you or any user of your applications with respect to such changes or any adverse effects resulting from these changes. Your continued access to or use of the API or API content or API services following the conformance period will constitute binding acceptance of the changes.
11. Responsibility for your application
11.1 We will be responsible only for making API content or API services available to you, subject to the terms, conditions and requirements of the API governing documents.
11.2 You are solely and entirely responsible for your application (including any actions taken or any claims made by others related to your application), including your application's development, operation, maintenance, compliance with all applicable local, state, federal and international laws and regulations, and all materials that appear on or within your application.
12.1 You warrant and represent to us that:
12.1.1 you are not concealing or disguising your identity to us;
12.1.2 you have a legitimate, lawful purpose for accessing and using the API and API content or API services;
12.1.3 you will perform no act that harms us or our rights and interests in the API and API content or API services;
12.1.4 you and your application, as well as your use of your application, the API and API content or API services, will comply with these terms and API governing documents and all applicable laws and regulations;
12.1.5 you will promptly block, and notify us of, any known or suspected unauthorised or prohibited use of any API, API content or API services or by a third party; and
12.1.6 you have obtained all necessary consent and approval to generally disclose to third parties or generally use all data you or your application uses under the Service Agreement, including data provided in the context of accessing or using API content or API services.
13. Confidentiality and nondisclosure
13.1 You acknowledge and agree that we consider the token(s), OTP(s), and non-public information about API(s), API content or API services and Sandbox data disclosed to you to be our confidential and proprietary information (confidential information), which may not be disclosed to any third party (including your affiliates) without our prior written consent.
13.2 You agree to use commercially reasonable means to maintain the confidentiality of confidential information in your possession or contained in your application but never means that are less stringent than those required by law or that you use to safeguard your own confidential or proprietary information (whichever means are more stringent).
13.3 On termination of these terms, you agree to destroy all copies of confidential information in your and/or your contractors' or third-party agents' possession or control and, on request, confirm the destruction to us.
13.4 You agree that we will have no obligation whatsoever to keep confidential any, and all data you provide to us under the Service Agreement, including data provided for use with API Security Services.
13.5 If you apply for basic access, we will keep confidential the information you provide to us in connection with your application to obtain basic access. However, you acknowledge and agree that we may be required to disclose your confidential information if required by a judicial, administrative, governmental, or similar request.
14. Intellectual property
14.1 Between us and you. We exclusively retain all intellectual property rights in all APIs, all API content or API services, all documentation, the Sandbox, all Sandbox data, all marks, and all other procedures, functionalities, software, documents, trademarks or distinctive signs, images, photographs, patents, utility and industrial models, drawings, graphics, text files, audio and video files and all other content accessible in the API market or in any of the APIs, and/or any content or service accessed through the same, and in any/all other of our intellectual properties related to these terms, even if such is included with, used by or incorporated into your application in line with these terms. Our intellectual properties may not be modified, copied, altered, reproduced, adapted or translated without express authorisation from the owners of said intellectual property.
14.2 You retain all intellectual property rights in your application.
14.3 The trademarks, labels, distinctive signs or logos appearing in the API market or APIs are the property of us and/or our vendors and are duly registered or in the process of being registered. The names of the products, services and companies appearing in the API market and/or APIs may be trademarks or other registered distinctive signs of their respective legitimate owners. You and your application a may not eliminate or in any way modify the copyrights, logos or commercial trademarks included in the API market or APIs.
14.4 We retain the right to incorporate into the API market or any of the APIs or API content or API services any suggestions submitted by you. If incorporated into the API market, any API, or any API content or API services, these suggestions will form part thereof and shall become our intellectual property, and we will not be obligated to provide financial compensation to you or any other person in connection with these suggestions.
14.5 You recognise that all our intellectual properties related to these terms represent a substantial investment by us and are of substantial value. Their value is protected under applicable trademark law, copyright law or applicable common law. In the event of an actual or threatened breach of these terms that would diminish or impair their intellectual property value, we shall be entitled to an injunction restraining you from the breach and this will be in addition to any other rights or remedies that we may have.
14.6 We hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free licence to include their respective marks in your application solely for the limited purpose of identifying the source of the API content or API services. You will strictly follow all rules and guidelines identified in the API market and otherwise provided to you regarding proper use of our marks. Your use of our marks:
14.6.1 must be in conjunction with the API and API content or API services in your application;
14.6.2 cannot be to disparage or harm us;
14.6.3 is subject to prior approval by us in our sole discretion; and
14.6.4 will inure exclusively to us.
14.7 You may not use any of our marks for any purpose not expressly authorised by these terms.
To the maximum extent permitted by applicable law, you, without requiring a preliminary determination of the ultimate entitlement to indemnification, will indemnify, protect, provide a defence for, save and hold harmless us and our affiliates, officers, directors, employees, agents, third parties, attorneys, successors, and assigns from and against any government, or other third-party claim of loss, liability, penalty, assessment, civil or criminal fine, or damage to or asserted, whether through communication or formal filing, against us or our affiliates (including reasonable attorney's fees and expenses) related to, deriving from or associated with your application, or any third party's use of the application (whether in whole or in part) to access or use of API(s) or API content or API services (even if such activity is fraudulent), or any third party's use of any API or API content or API services (even if such activity is fraudulent), or your violation of these terms. We retain the right to select any counsel to be retained by you in line with your provision of a defence for us. Should you recommend any such counsel, the counsel must be approved by us prior to retention. We reserve the right to defend us or hold you responsible for defending us against such claim, subject to our right to participate in such defence or settlement at our cost. You will reasonably cooperate with us in any such defence at your cost. These indemnification provisions and the rights or obligations granted by or through it are in addition to any other rights or obligations in these terms and will not be construed to provide an exclusive remedy.
We provide API(s) and API content or API services on an ‘as is’ and ‘as available’ basis. To the extent permitted by applicable law, we disclaim any, and all warranties, express, implied or statutory. To the extent permitted by law, we further disclaim any warranty implied by law regarding any API or API content or API services, including warranties of accuracy, merchantability, fitness for a particular purpose, or non-infringement. To the extent permitted by applicable law, we further disclaim any warranties regarding the security, reliability, timeliness, availability or performance of API(s) and API content or API services. You understand and agree that you will use API(s) and API content or API services at your own discretion and risk, and that you will be solely responsible for any damages, including damage to any computer system or any loss of data, that arise from your use of any API(s), API content or API services.
17. Limitation of liability
To the extent permitted by applicable law, you agree that we will have limited liability arising from or based on your use of API(s) and API content or API services. To the extent permitted by applicable law, this limitation of liability will apply to prevent recovery of indirect, incidental, consequential, special, exemplary and punitive damages, whether such claim is based on warranty, contract, tort (including gross negligence) or otherwise, even if we have been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitations and exclusions may not apply to you. To the extent permitted by applicable law, our maximum, aggregate liability to you under these terms and related to API(s) or API content or API services will not, in any event, go beyond the API Marketplace.
18. Right to terminate
18.1 We may suspend your access to API(s) or API content or API services or terminate these terms without notice, in our sole discretion, and without liability for such suspension or termination, on:
18.1.1 information or belief that you, your application or others have accessed an API or API content or API services other than your API(s) or API content or API services;
18.1.2 breach or threatened breach of the licences set forth in these terms (including the API governing documents) and/or the restrictions in these terms;
18.1.3 as recommended or required to comply with any applicable law or regulation; or
18.1.4 you have not accessed the Sandbox or actively worked with the APIs in the Sandbox for a period of six months.
18.2 We may otherwise terminate these terms with or without cause on 15 days’ prior written notice.
18.3 You may terminate these terms by notifying us in writing 15 calendar days in advance via email sent to >>Insert terminate terms link<<.
18.4 In the event of a termination by either party, you agree to cease using all APIs accessed pursuant to these terms, promptly (but under any circumstances in no more than two business days) remove the API and API content or API services from your application, and delete any API content or API services you possess or control.
You may publicise your use of the API in line with these terms, but you may not state or imply that you have a partnership or any other type of preferred relationship with us, use marks without authorisation, or make any statements that suggest that your access to or use of the API or API content or API services exceeds the actual licences and rights granted to you by us. Furthermore, you may not make statements that indicate your access to or use of APIs, API content or API services goes beyond the level of integration the API represents or that appear to bind us to any obligations, warranties, or representations to third parties. Use of the API does not constitute generalised integration with us or access to our client records, for example.
20. General provisions
20.1 If you do not accept these terms in full, you may not access or use the API or API content or API services.
20.2 Nothing in these terms will be construed as creating a partnership, franchise, agency, fiduciary, employment or joint venture relationship of any kind between the parties, and neither you nor we will have the authority to bind the other party or to contract in the name of or create a liability against the other party in performing its obligations or exercising its rights under these terms.
20.3 Notice may be provided by email to your email address you gave on registration in the API Market. You are solely responsible for maintaining a functional email address; updating us, as necessary, with email address changes; and promptly reading any delivered messages from us. Notice to us must be given to >>Insert terminate terms link<<.
20.4 You authorise us to tape and/or record on any media any electronic or telephone communications arising from use of the APIs, API content or API services and the API market platform, and/or made as a result of use of them.
20.5 Notwithstanding any other provision of these terms, the indemnification provisions will survive any termination or expiration of these terms. Sections 1, 5, 6, 8, 11.2, 12, 13, 14, 15, 16, 17, 19, 21 and 22 will also survive any termination or expiration of these terms.
20.6 You may not assign any of your rights or obligations under these terms without our prior written consent. We may assign any of our rights or obligations without your consent by providing notice to you by email or posting a notice on the API market.
21. Entire agreement for Sandbox and Sandbox data
These terms, including the documents they reference, form the whole agreement between the parties with respect to the subject matter of these terms and supersedes all other proposals and agreements (oral or written) between the parties related to your access to or use of API(s), API content or API services within or through the Sandbox or using Sandbox data. To the extent these terms conflicts with another agreement between you and us related to the licensing, access or use of API(s), API content or API services outside the Sandbox or in the context of live, actionable data or real transactions, the other agreement will apply.
22. Personal Information
23. Governing law and jurisdiction
These terms are governed by the laws South Africa. Each party irrevocably consents to the exclusive jurisdiction of the courts of South Africa in relation to any dispute or action arising out of or relating to these terms.