1.1 These Terms apply to the Software and API Service licensed by Slib Design Limited a company incorporated in England and Wales with company number 10228063 and having its registered office at International House, 24 Holborn Viaduct, London, England EC1A 2BN (we, us).
1.2 The Software and API Service is licensed on these Terms to the exclusion of all other terms and conditions, including any that you may send to us, and all terms otherwise implied by law, custom or previous course of dealing to the maximum extent permitted by law. We expressly reject any terms and conditions provided by you to us.
Definitions & Interpretation
2.1 In these Terms, the following words have the following meanings:
a request from your Website to run a cart calculation to obtain an Output, and for the avoidance of doubt, an API Request does not occur only on the purchase of goods by a Customer;
our application programming interface allowing access to an Output;
all images and other data uploaded by you to the Software;
shall have the meaning given to it in Condition 8;
the visitors to your Website;
Data Protection Legislation
any laws and regulations of the UK relating to the processing of personal data including the Data Protection Act 2018, the General Data Protection Regulation 2016/679 and the Privacy and Electronic Communications (EC Directive) Regulations 2003. The terms controller, processor, process, processed, and processing, personal data shall have the meaning given to them in the Data Protection Legislation.
the fee due under these Terms;
any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design right, rights in trade, business or domain names, rights in trade dress, rights in inventions, performers rights, rights in confidential information or know-how or any similar or equivalent rights in any part of the world;
the calculations generated by the Software;
the plugin software that calculates the customs and duty costs due for products offered by you for sale on your Website;
the Woocommerce website that you wish to use the Software and API Service; and
any day other than a Saturday, Sunday or public holiday in England.
2.2 Words in the singular include the plural and words in the plural include the singular.
2.3 Headings shall not affect the interpretation of these Terms.
2.4 References to Conditions are references to the Conditions of these Terms.
2.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
2.6 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies.
2.7 A person or third party includes a corporate or unincorporated body (whether or not having separate legal personality).
2.8 Any phrase introduced by the words including or includes shall be construed as illustrative and shall not limit the generality of the related general words.
3.1 You must provide true, accurate, current, and complete information about your business or organisation when providing your account details and you must make any necessary changes to that information within your Slib Design account.
3.2 Notwithstanding anything to the contrary in these Terms, we reserve the right not to allow any business or organisation to sign up for a Slib Design account.
3.3 On registration, you shall designate an employee who will be responsible for all administrative matters (Primary Contact), including designating Customer employees who are authorized to access the API Service. You may change the individual designated as Primary Contact at any time upon notice to us. You will also cooperate with us in establishing a password and other procedures for verifying that only the Primary Contact has access to any administrative functions of the API Service. You will be responsible for maintaining the security of your account, passwords (including administrative and user passwords) and files, and for all uses of your account with or without your knowledge or consent.
4. Installation and Licence
4.1 Following receipt of the first Fee, you may download the Software to your Website and access the API Service from your Website. You should promptly test the Software and API Service to ensure that it operates on your Website. For example, the Software and/or API Service may not operate properly if the Website uses a theme that does not include certain WooCommerce hooks and/or because certain third party plug ins are included. In such circumstances, your sole right is to cease to use the Software and API Service and terminate your account. We do not provide support in respect of the Software and/or API Service.
4.2 Subject to payment of the Fee and all other provisions of these Terms, we grant to you the non-exclusive, non-transferable personal right and licence to download, access and use the Software and to access the API Service on your Website. You warrant that you shall use the Software and API Service only for your own business purposes and that such purposes may lawfully be run in England and Wales. You shall operate your business in accordance with all applicable laws.
4.3 You have no right to sub-license your rights under this Condition 4.
4.4 You will not, and will not permit any third party to:
(a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Software and/or API Service (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law);
(b) modify, translate, or create derivative works based on the Software and/or API Service;
(c) use the Software and/or API Service for timesharing or service bureau purposes or for any purpose other than its own use for the benefit of Customers;
(d) use the Software and/or API Service other than in accordance with these Terms and in compliance with all applicable laws and regulations;
(e) sell, purport to assign or license access to the Software and/or API Service; and/or
(f) remove or alter any copyright or other proprietary notice on any of the Software and/or API Service.
4.5 You shall effect and maintain adequate security measures to safeguard the Software on your systems from access or use by any unauthorised person.
4.6 You shall comply with all our reasonable instructions relating to the Software and the API Service including the implementation of upgrades to and new releases which we may provide from time to time.
4.7 We may freely use any anonymous data that we learn, acquire or obtain in connection with your use of the Software and/or API Service in order to improve, review and analyse our services and business generally.
4.8 We represent and warrant that we will not knowingly include, in the Software any computer code or other computer instructions, devices or techniques, including those known as disabling devices, trojans, or time bombs, that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. If, at any time, we fails to comply with this warrant, you may promptly notify us in writing of any such noncompliance. We will, within a reasonable time of receipt of such written notification, either correct the noncompliance or provide you with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established, you may terminate these Terms as your sole and exclusive remedy for such noncompliance.
4.9 You may not provide to any person or export or re-export or allow the export or re-export of the Software and/or API Service or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter“), in violation of any restrictions, laws or regulations of the United States or any other foreign agency or authority. As defined in FAR section 2.101, any software and documentation provided by us “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Terms and will be prohibited except to the extent expressly permitted by these Terms.
4.10 We shall endeavour to make the API Service available at all times, but you acknowledge that there may be occasions when access to the API Service may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links, subcontractors and/or equipment or other reasons outside of our control. In such circumstances, failure of the API Service may adversely impact on Customer’s ability to use your Website. We shall have no liability for any failure by you to ensure that your Website continues to operate notwithstanding any non-availability of the API Service.
5.1 You warrant represent and undertake that:
(a) nothing in the Client Materials is in breach of any law, statute, or regulation;
(b) the Client Materials do not contain any content that is deliberately dishonest or false or that promotes fraudulent, obscene, pornographic, or illegal activities; promotes violence or hatred; or is discriminatory of any group of people; is sexually explicit; or is obscene, offensive, hateful or inflammatory;
(c) nothing in the Client Materials contains any viruses or other computer programs intended to damage, detrimentally interfere with and/or surreptitiously intercept any system, network or platform; and
(d) our use of the Client Materials within the Software shall not infringe the IP Rights of a third party.
5.2 You shall indemnify and keep indemnified us, our directors and our agents from and against all third party costs, claims, demands, liabilities, expenses, damages or losses arising out of or in connection with any breach of such warranties or otherwise in relation to the Client Materials.
5.3 You grant to us a non-exclusive right and licence together with the right to sub-license to use, amend, reproduce and distribute to you the Client Materials within the Software.
6. Fees and Payment
6.1 The Fee is calculated as follows:
(a) a subscription Fee for each 28 (twenty-eight) day period which must be paid in advance; and
(b) any Fees incurred in respect of API Requests in excess of your agreed limitations which are calculated and due weekly in arrears.
6.2 Fees are due in pounds sterling together with all applicable value added tax. We will deduct the Fees from the payment method you provided to us on registration, and accordingly, you must keep your payment details up to date.
6.3 If we are unable at any time to deduct the Fee due from your payment method, we may contact you accordingly, and shall make such further attempts as we reasonably determine. However, if we continue to be unable to deduct the Fee, then we may:
(a) charge costs and interest on the amount overdue from the due date until the date of actual payment in accordance with the Late Payments of Commercial Debts (Interest) Act 1998 (as amended);
(b) suspend your access to the API Service
(c) on a further 14 (fourteen) days’ notice to you, terminate this Agreement.
6.4 The API Requests limits on your account apply for a 28 day period only. No refund is due for any unused API Requests, and unused API Requests cannot be carried over into the next 28 day period.
6.5 You shall not act in a way which could risk overloading, impairing or damaging our systems and supporting infrastructure. If at any time your access to and/or use of the Software is excessive and as a result impacts on other clients’ ability to use our systems, we shall notify you accordingly and you shall promptly take appropriate steps to remedy such use. We reserve the right to increase the Fee due to any such excessive use.
7. IP Rights
7.1 We and/or our licensors retain all IP rights relating to the Software and API Service, together with any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you relating to the API Service and/or the Software, which are hereby assigned to us on creation. You will not copy, distribute, reproduce or use any of our IP Rights except as expressly authorized under these Terms. These Terms are not a sale and does not convey to you any rights of ownership in or related to the API Service or Software, or any IP rights.
7.2 You retain all IP Rights in the Client Material and you represent and warrant that you have all right, title and interest (including sole ownership of) all Client Material and the IP Rights with respect to that Client Material.
7.3 You agree that we and our licensors may include your name and brand features (including logos) in a list of customers, online or in promotional materials, and may verbally reference you as a customer of the API Service unless you notify us that we must first obtain your permission with respect to specific identified uses identified uses. You agree to reasonably participate in press announcements, case studies, trade shows, or other forms reasonably requested by us. You further acknowledge and agree that Output may include such attribution as we or our licensors determine, and you agree that you shall not remove or obscure such attribution.
8 Confidential Information
8.1 Confidential Information shall mean all confidential information whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, customers, employees or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving Party).
8.2 The Receiving Party shall not, and shall ensure that its employees shall not, use copy or disclose any of the Confidential Information of the Disclosing Party except to carry out its obligations under this Agreement.
8.3 The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its employees to the extent that they need to know the same in order to carry out its obligations under the Agreement and where those employees are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.
8.4 The provisions of Conditions 8.1, 8.2 and 8.3 shall not apply to any Confidential Information which:
(a) is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party;
(b) is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or
(c) is required to be disclosed by any court, government or administrative authority competent to require disclosure.
8.5 Notwithstanding any provisions of this Condition 8, you acknowledge that we do not wish to receive any Confidential Information from you that is not necessary for the purposes of these Terms.
9 Warranties & Liability
9.1 You acknowledge and agree that the API Service operates on or with or using services operated or provided by third parties (Third Party Services). We are not responsible for the operation of any Third Party Services nor the availability or operation of the API Service to the extent such availability and operation is dependent upon Third Party Services. We do not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between you and a third party provider is solely between you and such third party provider and is governed by such third party’s terms and conditions.
9.2 You further acknowledge and agree that to the extent permitted by law, the API Service, the Software and anything else made available or provided by us or on our behalf under these Terms is provided “as-is,” without any warranties of any kind. We and our agents, affiliates, licensors and suppliers hereby disclaim all warranties, express or implied, including, all implied warranties of satisfactory quality, accuracy, fitness for a particular purpose, title, availability and/or non-infringement. If you are not happy with the API Service and/or Software, your sole right is to cease to use the Software and API Service and terminate your account.
9.3 Notwithstanding Condition 9.2, you agree that the Outputs may be incorrect for any reason, including if the regulatory body for a country or territory changes its method for calculating custom and duty costs and/or if there is an error in the Client Material. We are not liable for any claim you might receive from a Customer in respect of the calculation of the Output.
9.4 You agree that the Software does not calculate sales tax.
10. Limitation of Liability
10.1 We exclude any and all liability to you for:
(a) loss of profit;
(b) loss or corruption of data or information;
(c) business interruption;
(d) loss of business opportunity or anticipated saving;
(e) loss or damage arising as a result of any error, omission or inaccuracy in any information you provide to us;
(f) wasted expenditure or costs of procurement of alternative services; and/or
(g) any indirect or consequential or incidental loss incurred by you in connection with the Software and/or API Service even if we have been advised of the possibility of such losses.
10.2 In any event, our entire liability to you in respect of our obligations under the Agreement including any breach of warranty, condition, representation, statement, act or omission shall be limited to three times the monthly Fee paid to us under Condition 6.1(a).
10.3 Nothing in this Agreement shall operate to limit or exclude our liability for;
(a) death or personal injury resulting from negligence;
(b) fraud or fraudulent misrepresentation; and/or
(c) any other liability that cannot lawfully be excluded under English law.
11.1 We shall both comply at all times with the Data Protection Legislation and shall not do anything (or fail to do anything) to cause the other to breach any of its obligations under the Data Protection Legislation. Each party shall promptly notify the other party if it becomes aware of any breach of the Data Protection Legislation by it in connection with the Website and/or API Service.
11.2 We both agree that as part of the API Service, we will collect and process Customers’ Personal Data. In doing so, we are the processor of the Customers’ Personal Data and you are the controller of the Customers’ Personal Data.
11.3 You warrant that you have the right under the Data Protection Legislation to engage us to process the Customers’ Personal Data in accordance with these Terms.
11.4 You agree that we shall be entitled to sub-contract processing of the Customers’ Personal Data provided that we shall be fully responsible for the acts and omissions of all sub-processor as if they were our acts and omissions.
11.5 In processing the Customers’ Personal Data on your behalf, we shall:
(a) process the Customers’ Personal Data only as necessary to provide the API Service;
(b) co-operate with you, and promptly provide such information and assistance as you may reasonably require, to enable you to comply with your obligations under the Data Protection Legislation taking into account the nature of the processing and the information available to us;
(c) to the extent we store Customers’ Personal Data, comply with any request from you requiring us to amend, transfer or delete Customers’ Personal Data or to restrict processing and we shall confirm that such request has been implemented;
(d) take and implement all such technical and organisational security procedures and measures necessary and appropriate which ensure a level of security to preserve the security and confidentiality of any Customers’ Personal Data processed by us having regard to the types of personal data being processed and to the extent we store the Customers’ Personal Data on our systems;
(e) to the extent we store the Customers’ Personal Data upon termination of your account, or as may be requested in writing at any time by you, cease to use the Customers’ Personal Data and at your discretion return the Customers’ Personal Data and delete all copies of it to the extent commercially possible; and
(f) notify you if we become aware of any security breach affecting the Customers’ Personal Data on our system;
(g) to the extent we store the Customers’ Personal Data permit you and/or your auditor to inspect and audit our activities under this Condition 11 during working hours and on reasonable notice at no more than once in each 12 (twelve) month period; and
(h) co-operate and assist you or any regulator where you are required to deal or comply with any assessment, enquiry, notice or investigation by a relevant regulator so as to enable you to comply with all of your obligations as a controller which arise as a result of such an assessment, enquiry, notice or investigation.
11.6 You agree that we may process Customers’ Personal Data outside the United Kingdom and European Economic Area, including through our sub-contractors. We shall use reasonable endeavours to ensure that any processing that does take place outside the United Kingdom and European Economic Area, complies with the Data Protection Legislation or takes place in a country, a territory or sector that the European Commission has decided ensures an adequate level of protection for Personal Data.
12.1 Provided you have paid all outstanding Fees, you can terminate your account at any time by logging into your account and deleting your API Service key.
12.2 We may also terminate your account at any time by providing written notice to you, but we shall use our reasonable endeavours to give you at least 28 (twenty-eight) days’ written notice of such termination except where you are in breach of these Terms.
12.3 Following termination, all outstanding Fees remain due under Condition 6.1(b) and no refunds are due for any Fees paid under Condition 6.1(a). You must delete the Software from your Website and systems. All Conditions of these Terms which by their nature should survive termination, will survive termination, including, confidentiality obligations, warranty disclaimers, and limitations of liability.
13 Force Majeure
13.1 For the purposes of this Condition 13, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm, epidemic or pandemic.
13.2 If a party is prevented, hindered or delayed from or in performing any of its obligations under these Terms by an event of Force Majeure, the affected party’s obligations under these Terms are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.
14.1 We may from time to time send any important notices by email. Such notices may relate to matters including changes to these Terms and changes to our Fees.
15. Transferring Rights
15.1 We may transfer our obligations and rights under these Terms to a third party. This may happen, for example, if we sell our business. If this happens, we will notify you in writing. Your rights under these Terms will not be affected and our obligations under these Terms will be transferred to the third party who will remain bound by them.
15.2 You may not transfer your obligations and rights under these Terms without our express prior written permission.
16. Third Party Rights
16.1 These Terms are between us and you. They are not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms.
17.1 If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, then such provision shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.
18. No waiver
18.1 No failure or delay by us in exercising any of our rights under these Terms means that we have waived that right, and no waiver by us of a breach of any provision of these Terms means that we will waive any subsequent breach of the same or any other provision.
19. Dispute Resolution
19.1 If a dispute arises between the parties under these Terms, then within 5 Business Days of the dispute arising, the dispute shall be escalated by each of the parties to one of its a directors. If the directors are unable to resolve the dispute within 10 Business Days, then the parties shall be entitled to pursue legal action under Condition 20.
19.2 Nothing in Condition 19.1 shall prevent a party taking action under Condition 20 in respect of misuse of the Software and/or API Service.
20. Governing law and Jurisdiction
20.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that any dispute arising from these Terms will be subject to the exclusive jurisdiction of the English courts.