Terms and Conditions for the Uniclass API.
Please read these Uniclass API terms and conditions of use (“the Agreement”) carefully before using the Uniclass API.
By using the Uniclass API, you agree to be bound by this Agreement. If you do not agree to this Agreement, you must not use our Uniclass API.
In this Agreement, We, Our, Us and NBS means NBS Enterprises Limited, a company registered in England and Wales under company number 978271 whose registered office is at The Old Post Office, St Nicholas Street, Newcastle upon Tyne NE1 1RH and You, Your means the company, firm partnership or sole trader who is entering into this Agreement to use the Uniclass API.
API means the Uniclass application programming interface made available to You by NBS including, without limitation, through the Uniclass API Website as updated from time to time.
API Call means each call from Your application via the API to interact with the System.
API Data all data published or made available through the API, along with any related metadata.
API Documentation means the API information made available to You by Us from time to time, through the Uniclass API Website at https://www.thenbs.com/our-tools/uniclass/api.
API Key means the security key We make available for You to access the API.
API Limits means 120 API Calls per minute (subject to change, as notified from time to time on the Uniclass API Website).
Commencement Date means the date on which a connection is established between Your Equipment and Our System by means of the API.
Data Protection Legislation means all applicable data protection legislation which applies to a party relating to the use of personal data, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003.
Equipment means Your equipment and software which You are required to have to enable You to connect to the System using the API.
End User means the end user of Your Service.
Intellectual Property Rights means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
Permitted Purpose means the use of the API solely for the purpose of integrating Your Service with Our System to allow End Users to access Uniclass.
Service means the services provided by You to End Users to enable them to access Uniclass.
System means Our computer systems, networks and web infrastructure which are used by Us to provide NBS services.
Technical Representative means Your named representative as identified in Your application to register to use the API on the Uniclass API Website.
Uniclass means the consistent classification structure for all disciplines in the construction industry, accessed via the API or Uniclass Website.
Uniclass API Website means the website located at the domain name https://www.thenbs.com/our-tools/uniclass/api.
Uniclass Website means the website located at the domain name https://uniclass.theNBS.com where the Uniclass tables can be searched, browsed and downloaded.
2.1 In consideration of You performing your obligations under this Agreement, and with effect from the Commencement Date, We grant You a non-exclusive, revocable and non- transferable licence to use the API and API Data solely for the Permitted Purpose.
2.2 The grant of the licence to use the API and API Data shall subsist for so long as You continue to use the API unless and until it is terminated in accordance with the terms of this Agreement.
2.3 Following a successful application to register to use the API, we shall provide You with access to the API, via an API Key, to enable You to establish a connection between Your Equipment and the System. Whether Your application is successful or not is solely at NBS’ discretion.
2.4 The API licensed under this Agreement shall include any subsequent error corrections, patches, fixes, updates, upgrades, new releases or new versions (if any) of the API.
2.5 The API is provided to you free of charge therefore is provided on an ‘as is’ basis, and We do not warrant or represent that the API shall be:
2.5.1 free of bugs or errors;
2.5.2 fit for a particular purpose;
2.5.3 of satisfactory quality;
2.5.4 uninterrupted, secure, timely or error-free; or
2.5.5 compatible with third-party software or equipment.
You agree that You are satisfied that the API is suitable for use by You for the Permitted Purpose. We will not be liable to You if for any reason the API is unavailable at any time or for any period.
3.1 You will comply with all applicable laws and regulations with respect to Your activities under this Agreement.
3.2 Your sole means of accessing the API, shall be via the API Key. This must be obtained through the registration process available at https://www.thenbs.com/our-tools/uniclass/api. You may not share the API Key with any third party, must keep the API Key and all log-in information secure, and must use the API Key as Your sole means of accessing the API.
3.3 You shall use the API solely for the Permitted Purpose and for no other purpose whatsoever.
3.4 You are responsible for making all arrangements necessary for You to have access to the API. You shall ensure that you have adequate and sufficient Equipment to enable You to establish the connection using the API. You are solely responsible for the development, operation, security, maintenance and support of Your Equipment. We shall have no obligations or liability in respect of any defect or failure of Your Equipment arising out of or in connection with Your use of the API.
3.5 You will take reasonable steps to:
3.5.1 secure the API, the API Data and the API Key from infringement, misappropriation, theft, misuse of unauthorised access; and
3.5.2 prevent the introduction of any virus or vulnerability into the System via Your or End Users’ use of the API, the API Key or otherwise.
3.6 You shall appoint a Technical Representative, via the application form on the Uniclass API Website, who shall be responsible for:
3.6.1 all communications with Us concerning the use of the API;
3.6.2 ensuring that appropriate security procedures are in place to prevent unauthorised access to the API and the System;
3.6.3 recording and reporting security incidents to Us; and
3.6.4 co-operating with Us to manage and investigate incidents and to undertake any emergency procedures as instructed by Us.
3.7 You shall not:
3.7.1 use, or permit the use of, the API in any way that may adversely affect or corrupt the API, the System or the API Data (including uploading any material that contains a virus or other malicious code) or which may cause the API or the System to be interrupted, damaged or impaired in anyway;
3.7.2 use the API in any way which will result in You accessing or retrieving any data which You are not entitled to access;
3.7.3 use or permit the use of any automated software programme (such as, without limitation, a web crawler) through the API to access the System or to search, monitor or obtain links to any part of the System except where this is necessary in connection with the Permitted Purpose and has been agreed in advance with Us;
3.7.4 use or permit the use of the API or API Data in any way which may infringe or misappropriate any Intellectual Property Rights of, or for any fraudulent or otherwise unlawful purpose;
3.7.5 without Our prior written consent, make derivative works of, or commercially distribute or otherwise exploit, the API Data;
3.7.6 copy, adapt, reverse engineer, decompile, disassemble, observe, study or test the functioning of the API, or modify, add to or otherwise enhance the API, except with Our express written agreement;
3.7.7 attempt to rectify or permit any person (not authorised by Us) to rectify any fault or inaccuracy in the API;
3.7.8 use the API in a manner that inaccurately represents that You have an arrangement or official partnership with Us in relation to the use of the API or Your Service;
3.7.9 make any API Calls in excess of the API Limits;
3.7.10 remove any proprietary notices from the API or API Data;
3.7.11 use the API to replicate or attempt to replace the user experience of Uniclass;
3.7.12 pass or allow access to the API or API Data to any third party; or
3.7.13 access all or any part of the API or API Data to build a product and/or service which competes with the API, or the goods or services provided by NBS;
3.7.14 circumvent or modify, or seek to circumvent or modify, any API Key or Our security mechanisms;
3.7.15 transmit any malware, spyware, viruses, worms, defects, Trojan horses, malicious or harmful code or use any items of a destructive nature, or compile or use the API for the purpose of spamming or to promote or facilitate commercial messages or advertisements.
3.8 We shall have the right at any time to monitor or audit Your use of the API to ensure that You are complying with the terms of this Agreement. You shall not seek to block or otherwise interfere with such monitoring and any failure to reasonably comply with Our auditing of Your compliance shall be a material breach of this Agreement.
3.9 You will retain full and accurate records in connection with any of Our services requested through the API for a period of at least 5 years. You will permit Us to access such records on demand that may be required by Us for security or fraud investigation purposes.
3.10 You will notify Us as soon as You become aware of any unauthorised use of the API or API Data by any person.
3.11 You are responsible and liable for all uses of the API resulting from access provided by You, directly or indirectly, whether such access or use is permitted by or in breach of this Agreement, including use with any application or third party software. Without limiting the generality of the foregoing, You are responsible for all acts and omissions of End Users in connection with the Service and their use of the API and API Data, if any. Any act or omission by an End User that would constitute a breach of this agreement if taken by You, will be deemed a breach of this Agreement by You. You shall take reasonable efforts to make all End Users aware of this Agreement’s provisions as applicable to such End Users and shall cause End Users to comply with such provisions.
3.12 You shall monitor the use of the API for any activity that breaches applicable laws, rules and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behaviour, and promptly restrict any offending users of the Services from further use of the Services.
3.13 API Documentation which sets out how to use the API is available at https://www.thenbs.com/our-tools/uniclass/api.
3.14 Your, and Your End Users, use of any of Our products and services on the System, whether accessed through the API or otherwise, may also be subject to Our Acceptable Use Policy, Privacy Policy and Website Terms and Conditions, as well as the separate specific terms and conditions applicable to each product and service, which You and Your End Users must comply with.
4.1 All Intellectual Property Rights in and to the API shall vest and remain vested in NBS (and its licensors).
4.2 To the extent that You may acquire any Intellectual Property Rights in the API You shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to NBS. You shall execute all such documents and do such things as NBS may consider necessary to give effect to this clause.
4.3 You acknowledge and agree that:
4.3.1 the API contains proprietary information, and You shall not conceal, modify, remove, destroy or alter in any way any proprietary markings of NBS on or in the API or any related materials and documentation;
4.3.2 nothing contained on the API or System should be construed as granting, by implication or otherwise, any licence or right to use any trademarks, logos and service marks displayed on the API or System without Our written permission.
4.4 You will promptly notify Us if You become aware of any infringement of any Intellectual Property Rights in the API or API Data and will fully co-operate with Us in any legal action We take to enforce Our Intellectual Property Rights.
4.5 You may not use the NBS logos (or any replacement logo or other identifying mark) in connection with Your Service without Our express consent.
5.1
5.1.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of two years after termination of this Agreement, disclose to any third party any information of a confidential nature which may become known to such party from the other party and which relates to the other party, except as permitted by clause 5.1.2.
5.1.2 Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out its obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause 5.1; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
5.2 For the avoidance of doubt the API and the API Key shall be considered Our confidential information for the purposes of this Agreement.
5.3 We shall be entitled to reference You as a user of the API and the API Data in Our general marketing literature, including on Our websites.
6.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
6.2 We may collect certain information about You and Your personnel, representatives and agents, including End Users, in connection with this Agreement, as set out in the then-current version of Our Privacy Policy (Usage Data). This may include information collected through the API or the Uniclass API Website. By entering into this Agreement, and accessing, using, and providing information to or through the API or the Uniclass API Website, You consent, and shall procure all required consents from Your personnel, representatives and agents (including End Users) to all actions taken by Us with respect to the Usage Data in compliance with the then-current version of the NBS Privacy Policy. In the event of any inconsistency or conflict between the terms of the then-current Privacy Policy and this Agreement, the Privacy Policy will take precedence.
6.3 The parties acknowledge that the Usage Data is processed by NBS as a controller for the purposes of the Data Protection Legislation.
6.4 Without prejudice to the generality of clause 6.1, You will ensure that You have all necessary appropriate consents and notices in place to enable lawful transfer of any personal data (including Usage Data) to Us for the duration and purposes of this Agreement so that We may lawfully use, process and transfer this data in accordance with this Agreement; including in relation to the role outlined in clause 6.3.
7.1 We reserve the right to make changes and modifications to the API at any time for any reason, and notice of such changes and modifications shall be posted on the Uniclass API Website. You shall be responsible for reviewing and becoming familiar with any such changes and modifications. If any change or modification is unacceptable, Your sole remedy is to terminate this Agreement.
7.2 We shall use reasonable endeavours to ensure that any future version(s) of the API is backwards compatible, but We cannot guarantee that this will be possible.
7.3 When a new version of the API is released, the previous version of the API shall be marked for deprecation and a sunset date will be notified on the Uniclass API Website. Versions marked for deprecation shall remain available until the sunset date, however You should ensure that You migrate to the new version of the API during the deprecation period. Deprecated versions of the API shall cease to be available from the relevant sunset date.
7.4 You are required to make any change to the Services that is required for integration as a result of a change or modification to the API at Your sole cost and expense as soon as reasonably practicable after receipt.
8.1 Nothing in this Agreement shall exclude or limit Your or Our liability for fraud, or death or personal injury caused by negligence.
8.2 The API is being provided to You by Us free of charge. Accordingly, You accept that We shall have no liability arising from Your (or Your End User’s) access to or use of the API or the API Data (or Our termination or suspension of such access and/or use) or any interruption (temporary or otherwise) in the availability of the API.
8.3 We shall not be liable to You for any loss of profits, business, contracts, anticipated savings, goodwill, reputation, or revenue, any wasted expenditure, or any loss or corruption of data (regardless of whether any of these types of loss or damage are direct, indirect or consequential).
9.1 We may temporarily suspend the API without notice in the event of:
9.1.1 urgent essential maintenance or repairs being required to the API and/or the System;
9.1.2 failure of the API and/or Our System;
9.1.3 fraud or suspected fraud requiring a full investigation;
9.1.4 a serious security breach which threatens the security and integrity of the API;
9.1.5 if, following an investigation, it transpires that You have used the API, or permitted the API to be used for fraudulent purposes;
9.1.6 if Your Equipment has caused or contributed to, or in Our reasonable opinion is likely to cause or contribute to, any failures, interruptions, errors or defects in the System.
9.2 We may temporarily suspend the API on reasonable notice to enable routine maintenance or any required changes or modifications.
10.1 We may terminate this Agreement, without cause, on immediate notice.
10.2 We may terminate this Agreement immediately by written notice if you are in material breach of your obligations under this Agreement and you have failed to remedy the breach (if capable of remedy) within 14 days of receipt by You of a written notice from us specifying the breach and requesting that You remedy it.
10.3 We may terminate this Agreement immediately if You pass a resolution for winding-up or dissolution (other than for the purpose of reorganisation or amalgamation); or a court makes an administration order or a winding-up order; or You make a composition or arrangement with Your creditors; or an administrator, administrative receiver, receiver or manager is appointed by a creditor or court.
10.4 You may terminate this Agreement by disconnecting Your Equipment from the API and discontinuing use of the API. You shall immediately notify Us in writing of Your termination of this Agreement.
10.5 In the event of termination of this Agreement for any reason:
10.5.1 the licence granted to You under this Agreement shall terminate immediately;
10.5.2 You shall promptly disconnect Your Equipment from the API and cease all activities authorised by this Agreement.
11.1 Any notice or other communication which is to be given by a party to the other under the Agreement must be:
11.2 Provided the relevant communication is not returned or rejected as undelivered, the notice or communication is deemed to have been given:
12.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non- performance continues for 3 months, the party not affected may terminate this agreement by giving 30 days' written notice to the affected party.
12.2 Nothing in this Agreement shall (except as expressly provided) be deemed to constitute a partnership, or create a relationship of principal and agent between the parties for any purpose.
12.3 This Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions.
12.4 You may not assign, novate, transfer, sub-contract or encumber any right or obligation under this Agreement, in whole or in part, without Our prior written consent. We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement.
12.5 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
12.6 A waiver of any right under this Agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
12.7 This Agreement contains the whole agreement between the parties relating to the subject matter hereof and supersedes all prior agreement, arrangements and understandings between the parties relating to that subject matter.
12.8 We are entitled to modify or add to this Agreement at any time, and We will notify You of the updated terms by posting them on the Uniclass API Website. By using the API after We have posted the updated terms, You are agreeing to the updated terms. If You do not agree to the updated terms, You should not continue to use the API.
13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English courts.
Dated: 5th April 2022
