Terms of Use
In these Terms of Use we, our or us refers to NewDay Ltd (company registration number 7297722), NewDay Cards Ltd (company registration number 4134880), NewDay Technology Ltd (company registration number 8812602) and any other companies in the group to which they belong (referred to throughout Terms of Use as the NewDay Group).
You or your refers to you and (if you are accessing the NewDay Developer Portal on behalf of an employer or other corporate entity) and that corporate entity is bound by and will comply with these Terms of Use.
In addition to these Terms of Use you agree to and acknowledge that your access to and use of the NewDay Developer Portal is subject to our Privacy Notice and our Cookies Policy (as amended and updated from timeto time). If we process any of your personal data, we will comply with our Privacy Notice, a copy of our current Privacy Notice. Refer to a copy of our Cookie Policy.
Registering to Access and Use the NewDay Developer Portal
In order to access the NewDay Developer Portal, we may require you to register with us. If so, we reserve the right to refuse to register you or to cancel your registration at any time without prior notice.
You must ensure that the information that you provide on registration for the NewDay Developer Portal is complete and accurate. You must promptly notify us of any change to that information.
Your Obligations
You must only access the NewDay Developer Portal using the credentials that we provide to you. These credentials are personal to you, and you must not disclose them to anyone else. If you disclose your credentials to anyone else, or otherwise believe that someone else may have knowledge of your credentials, you must immediately notify us and cease using those credentials. You agree that you will be liable for all actions undertaken using your credentials.
You must only access and use the NewDay Developer Portal in compliance with these Terms of Use and all applicable laws. If you know that you have, or believe that you may have, breached these Terms of Use or any applicable laws, you must notify us immediately.
When you access and use the NewDay Developer Portal, you must not:
- Infringe the intellectual property rights, privacy, or confidentiality of anyone.
- Impact the security and integrity of the NewDay Developer Portal, including by introducing any virus, worm, trojan horse, malware, malicious code, or anything else that may affect the security and integrity of the NewDay Developer Portal.
- Introduce any content that is illegal, offensive or defamatory in any manner or form.
- Generate excessive calls or activity volumes and you acknowledge that we may operate a fair use policy and limit your access to and use of the NewDay Developer Portal at any time without prior notice.
- Seek to circumvent any restrictions on your access to any part of the NewDay Developer Portal.
- Permit anyone else to use your credentials or otherwise access, or use the NewDay Developer Portal or anything contained in it.
- Modify, reverse engineer, decompile, decode, or create any derivative works using all or any part of the NewDay Developer Portal.
Our Obligations
Subject to your continued compliance with these Terms of Use and our acceptance of your registration for access to and use of the NewDay Developer Portal, we will permit you to access and use the NewDay Developer Portal from time to time in accordance with the licence set out in Licence.
Licence
Subject to your continued compliance with these Terms of Use, we grant you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable licence to access and use the NewDay Developer Portal, and such materials, as we may from time to time make available through the NewDay Developer Portal, solely for the purposes of discovering NewDay APIs and accessing them.
Intellectual Property Rights
All intellectual property rights in and to the NewDay Developer Portal and all of its contents (including the APIs, data, documentation, and any logos) shall belong to us and our licensors. You agree that these Terms of Use do not give you any rights to our intellectual property rights.
To the extent that you obtain any rights in or to the NewDay Developer Portal, or any of its contents, you assign us with full title guarantee by way of present and future assignment all right, title, and interest, whether legal or beneficial, in all those intellectual property rights throughout the world absolutely and to the fullest extent possible.
You grant us a non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable licence to use, store, and reproduce any content that you upload to the NewDay Developer Portal and in such manner, as we see fit all intellectual property rights in any feedback on the NewDay Developer Portal that you make available to us.
Changes to the NewDay Developer Portal and/or these Terms of Use
We may change any aspect of the NewDay Developer Portal and/or these Terms of Use, the Privacy Notice and the Cookie Policy at any time in our sole discretion. We will give you notice of any changes to the Terms of Use, Privacy Notice, and/or Cookie Policy by publishing an updated copy on the NewDay Developer Portal, or by providing a link on the NewDay Developer Portal to the updated version. By continuing to access and use the NewDay Developer Portal, you accept any such changes. If you do not accept the changes, you should immediately cease accessing and using the NewDay Developer Portal and notify us.
Confidentiality
Your credentials and the contents of the NewDay Developer Portal (including any APIs, data and documentation contained in the NewDay Developer Portal) are our confidential information.
You agree to keep our confidential information confidential at all times and not to disclose it to anyone, except with our permission or as set out in the following sections. You agree to implement all reasonable security measures to maintain the confidentiality of our confidential information.
You may disclose our confidential information where:
you already possessed, or subsequently receive the relevant confidential information without any duty of confidentiality.
you are required to do so by applicable law, a court of competent jurisdiction, or a regulator with authority over you to your employees, officers, agents, and advisers, provided that these people need to receive the confidential information, provided that you notify them that they must keep the information confidential, and you ensure they keep the information confidential.
Your obligation to keep our confidential information confidential shall survive any termination of the Terms of Use.
Indemnity & Warranties
You agree to defend and indemnify us at any time, including after the termination of these Terms of Use, for any losses, damages, costs, or expenses (including legal costs) that we suffer arising directly or indirectly from your breach of these Terms of Use and/or your access to and use of the NewDay Developer Portal.
You represent and warrant that:
if you access and use the NewDay Developer Portal in the course of your employment or on behalf of a corporate entity, you have the right to accept these Terms of Use on behalf of your employer/corporate entity.
all information that you provide to us is complete, true, and accurate.
you will not introduce any virus, worm, trojan horse, malware, malicious code, or anything else that may affect the security and integrity of the NewDay Developer Portal.
We provide the NewDay Developer Portal and its contents "as is" and "as available". We do not make any representation or warranty of any kind, whether express or implied, statutory or otherwise, including any representation or warranty that the NewDay Developer Portal and its contents will be uninterrupted or error free, will conform to any particular specification or be compatible with any particular equipment or software, will not infringe the intellectual property rights of any third party, or as to merchantability or fitness for any particular purpose.
In particular, the data that we provide through the NewDay Developer portal is dummy data. Your access to any APIs in a live environment and to any live data is subject to you entering into a separate agreement with us on such terms and conditions as we may require from time to time.
Liability
Neither you nor we exclude or limit our liability for:
- death or personal injury caused by negligence.
- fraud or fraudulent misrepresentation.
- for other liabilities that cannot be excluded by law.
To the maximum extent permitted by applicable law, in no event will we be liable to you for any losses, damages, cost, or expenses that you suffer arising directly or indirectly from your access to and use of the NewDay Developer Portal.
To the extent that a court of competent jurisdiction finds, notwithstanding the preceding sentence, that we are liable to you, whether in tort (including negligence), contract or otherwise, you agree that our liability will be limited in aggregate to £500.
The provisions of this section Liability, shall survive termination of these Terms of Use.
Termination
We may cease to provide you access to all or any part of the NewDay Developer Portal at any time without prior written notice. However, we shall use our reasonable endeavours to provide reasonable notice to you of any such cessation.
We may terminate these Terms of Use immediately by notice to you if you breach any of its terms.
If we have reasonable concerns regarding your access to and use of the NewDay Developer Portal, including that such access and use mayimpact the security and integrity of the NewDay Developer Portal, we may terminate these Terms of Use immediately without notice.
Either you or we may terminate these Terms of Use without cause on providing not less than 30 days' prior written notice to the other.
On termination of these Terms of Use:
- We may immediately cancel your access to and use of the NewDay Developer Portal.
- The licences that we granted to you in Licence will immediately cease.
- You will immediately, at our option, either return to us, or permanently delete and destroy all materials (tangible and intangible) that contain any of our confidential information and/or intellectual property rights.
- Any terms expressed to survive termination shall continue in force.
Miscellaneous
Any notice addressed specifically to you may be sent to the email address that you provide on registration (or such other email address as you may provide to us from time to time) and you will be deemed to have received that notice 24 hours after sending. Any general notice to users of the NewDay Developer Portal may be provided by publishing that notice on the NewDay Developer Portal and you will be deemed to have received that notice the next time that you access the NewDay Developer Portal. Any notice by you to us shall be sent by email to dpofficer@newday.co.uk and shall be deemed to have been received on the next business day in England.
A person who is not a party to these Terms of Use may not enforce them, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
You may not assign, novate, or subcontract your rights or obligations under these Terms of Use without our prior written consent. We may assign, transfer, or subcontract our rights and obligations to any member of the NewDay Group, or subcontract such rights andobligations to any third party, at any time without prior notice to you.
These Terms of Use set out the whole agreement between you and us in relation to your access to and use of the NewDay Developer Portal. These Terms of Use supersede any other agreement between you and us in respect of the provision of your access to and use of the NewDay Developer Portal. In agreeing to these Terms of Use you acknowledge that you have not relied on any representations made by us.
No failure or delay by you or us in exercising any right or remedy provided by law or under these Terms of Use shall impair that right orremedy, or operate as a waiver or variation of it, or preclude its exercise at any subsequent time.
Governing Law and Jurisdiction
These Terms of Use and your access to and use of the NewDay Developer Portal and any related disputes shall be governed by the laws of England.
You agree that the courts of England shall be the exclusive forum for any disputes relating to these Terms of Use or your access to and use of the NewDay Developer Portal.