1. Acceptance of Terms
1.1 Reference is made to the accompanying quote, service agreement, or any other agreement executed in writing by Client and Plan A (the “Agreement”), each as identified therein (respectively, “Client” and “Plan A”; each a “Party” and, together, the “Parties”). These Terms of Use (the “Terms”) will be deemed incorporated by reference in the Agreement. Client wishes to use Plan A's software and services to calculate, monitor, manage and reduce its carbon emissions, as well as generate environmental, social and governance (referred to as “ESG”) reports. Plan A wishes to support Client by granting access to its software platform (the “Software”), and providing related services to help Client achieve its sustainability and reporting goals. Access to the API is contingent upon adherence to and compliance with the terms of the Agreement. By accessing or using Plan A’s API (the ‘API’) Client agrees to these Terms.
2. API Access and Usage
2.1 Plan A grants Client a non-exclusive, non-transferable, non-licensable, revocable, limited right to access and use Plan A's API solely to integrate data from Client’s system to Plan A’s carbon accounting services (the ‘Services’). The API is the exclusive property of Plan A. Any use of the API beyond this scope is strictly prohibited.
2.2 Rate limits are restrictions placed on the number of requests or actions that can be made to the API within a certain timeframe (‘Rate Limits’). Plan A reserves the right to impose reasonable, and industry-standard, rate limits on API usage to ensure fair access and optimal performance for all users. These rate limits are established to maintain the integrity of the system and ensure fair usage of the API. Excessive or abusive usage of the API may result in temporary suspension of Client’s access to the API.
2.3 In using the API, Client may not engage in any activities that violate applicable laws or regulations, infringe upon the rights of others, disrupt the operation of the API or the Services, compromise the security or integrity of the API or its users’ data, or misuse the API for unauthorised purposes. Prohibited activities include, but are not limited to, unauthorised access or use, distribution of malware, spamming, phishing, hacking, impersonation, misrepresentation of Client’s (or Client’s systems’) identity, circumventing security measures, reverse engineering, sharing of API keys or authentication tokens with any third party, or any other activities that may harm or interfere with the functionality or performance of the API or its users (excessive or abusive usage).
3. API Authentication and Security
3.1 Client is responsible for maintaining the confidentiality of any API keys, tokens, or other access credentials provided by Plan A. Client agrees not to share, disclose, or transfer these credentials to any third party. Client shall take appropriate measures to safeguard the security and integrity of theAPI keys or credentials.
3.2 Client agrees to promptly notify Plan A of any unauthorised use, suspected security breaches, or other incidents that may compromise the security of, or the data accessed through, the API.
4. Data Handling and Privacy
4.1 Client acknowledges that the use of the API involves the transmission and processing of data. Plan A's Privacy Policy, as well as all relevant documentation on data handling as provided by Plan A upon request by Client, and as outlined in the Agreement, apply to the API usage.
4.2 Plan A reserves the right to collect, use, and analyse the statistical and operational API usage data for the purpose of improving service quality and ensuring compliance with these Terms.
5. Limitation of Liability
5.1 Liability arising from the subject matter of these Terms is governed by the Agreement.
6. Termination and Suspension
6.1 The termination terms specified in the Agreement govern the termination of usage of the API. Plan A reserves the right to suspend Client's access to the API in the event of excessive or abusive usage. Upon termination, for any reason, all rights and licences granted to Client will immediately terminate. Client agrees to cease all use of the API, and Plan A may, at its discretion, delete any data related to Client's use of the API.
7. Changes to API and Terms
7.1 Plan A reserves the right to make changes to the API, including updates and modifications, at anytime. Plan A will use all reasonable endeavours to provide notice to Client ahead of updates and modifications that may impede Client’s use of the API. Changes to these Terms will be communicated to Client through Plan A's website or other reasonable means.
8. Final Provisions
8.1 These Terms and, where relevant, the Agreement, together constitute the entire agreement between Client and Plan A regarding the use of the API and supersedes all prior agreements and understandings, with respect to the subject matter of these Terms. Neither Party is entitled to transfer the rights and obligations arising from the Terms to a third party without the consent of the other Party. If one of the provisions of these Terms is invalid in whole or in part it shall not affect the validity of the remaining provisions. The law of the Federal Republic of Germany shall apply.
Last updated 09/02/2024