Please read all of following terms and conditions. These are the Terms and Conditions upon which we provide access to Pension Funds Online API (“the API”), produced by Wilmington Publishing & Information Ltd (Wilmington), a Wilmington PLC company.

This is a legal agreement (the "Agreement") between Wilmington and you (the "Licensee"). These terms, together with the specific service(s) Wilmington provides for the Licensee as set forth in the Order Form (the "Order") and the Pension Funds Online Subscription Terms and Conditions, form the Agreement.

By accessing the API, you agree to these terms and conditions. If you do not agree to these terms and conditions, you should not use the API. If you have any questions please contact pensions@wilmington.co.uk. We recommend that you print a copy of these terms and conditions for your records. In the event that we modify the terms and conditions relating to the API then we will notify the Licensee contact in writing.

Wilmington hereby grants the Licensee a limited, non-exclusive, non-transferable license (the "License") to allow its users to access the API. You may only use the API in accordance with the terms outlined below.

1.1 Licensees may use the API to access and import data into their own CRMs or databases for the purposes of research, strategic planning, business development and downloads of records for use in targeted promotional campaigns as specified within the Order. For the avoidance of doubt this right is limited to users on a non-systematic basis and shall not entitle Licensees to develop an archive of data or a database. Where extracts of data or information are quoted or used to create supporting graphs or tables for internal or external use the Licensee agrees to name the Website(s) as the source. Under no circumstances can any of the content accessed via the API be resold or integrated with any of the Licensee’s product offering.

1.2 Wilmington will allocate a user key for use by the named company and named individuals only. It is the responsibility of the Licensee to inform Wilmington of any changes to the contact details of the named users and/or the Licensee contact during the term of this Agreement.

1.3 All data access via the API may be copyright works or protected by database rights. The Licensee agrees to abide by all additional copyright and database right notices and particular attention is drawn to the Wilmington Legal Copyright Notice which can be found here http://www.wilmingtonplc.com/copyright-notice

1.4 Wilmington uses all reasonable endeavours to ensure the security of the systems on which the personal data is stored and may be processed. Licensees who are issued with a user key have responsibility to ensure that this is kept confidential and are not used by any unauthorised third party.

1.5 Licensees are not permitted to share the user License or any of the data accessed via the API with any other division of the company, its subsidiaries, related companies or other separate entities or individuals without purchasing further licenses at the standard rates.

1.6 The Licensee agrees to ensure that all users of the API are aware of the terms of this Agreement and to notify Wilmington in writing promptly upon becoming aware of any unauthorised access to or use of the API by any party.

1.7 Wilmington may cancel or suspend access to the API without notice if it suspects that the access key is being shared and reserves the right to invoice you for additional licences in this event.

1.8 Wilmington may have to suspend access to the API from time to time to carry out maintenance and to make upgrades. Wilmington will wherever possible give Licensees reasonable notice of such times in order to minimise disruption.

2.1 Wilmington reserves the right to monitor Licensee’s usage of the API during the term of this Agreement. A small number of dummy names and addresses may be included within the data and content to assist Wilmington to monitor such usage.

2.2 Whilst every effort is made by Wilmington to supply accurate information, we cannot guarantee the accuracy of the API data and content nor accept any liability for consequential loss in the event of any inaccuracy.

2.3 Wilmington will wherever possible, assist the Licensee to ensure that the data can be used in any ways that are appropriate. Any additional work by Wilmington to adapt the information to special requirements may incur additional charges.

2.4 All data received by the Licensee under this License Agreement should be checked carefully before it is used to ensure that it is as requested.

3.1 All rights to the data and content accessed via the API remain with Wilmington.

3.2 Other than as expressly granted under this Agreement, the Licensee shall ensure that its users do not copy, reproduce, recompile, decompile, disassemble, reverse-engineer, distribute, publish, display, perform, modify, upload to create derivative works form, transmit, communicate or in any other way exploit any part of the data accessed via the API.

3.3 Nothing in the Agreement shall constitute a sale of the data and except as expressly provided in the Agreement no rights, licenses, express or implied, are granted to the Licensee or its users in respect of the data accessed via the API. Wilmington is throughout the world the owner of all Intellectual Property and Database rights subsisting in the data being accessed via the AIP. Nothing herein contained shall be construed so as to transfer any Intellectual Property or database rights whatsoever to the Licensee or its users.

4.1 The material and information accessed via the API is provided on an "as is" basis without warranty of any kind, either expressed or implied. Wilmington does not guarantee the accuracy or integrity of the material or information nor its suitability for any particular purpose.

4.2 Errors can occur and Wilmington offers no assurance that they will be corrected. No liability will be accepted in respect of service interruptions, nor in the event of any Viruses, Worms, Trojan Horses and other harmful components being present in or transmitted by Wilmington systems and networks.

4.3 Wilmington does not accept any liability for any loss of data or software, revenue, business, profits cost or expense, or any direct, indirect, incidental or consequential loss or damage arising out of or in connection with the use of, or the lack of availability of the API or their content and/or in connection with any permission, right or license to use the material.

4.4 It is the Licensee’s responsibility to assess the value of the information and material accessed via the API) in the light of your own business and personal circumstances

4.5 Subject to Clause 4.6, in the event that the Wilmington is held liable, the total liability of Wilmington (whether in contract, tort, negligence or otherwise) in respect of any loss or damage arising out of or in connection with the API shall be limited to £1000 for any one incident or series of incidents. This clause does not affect your statutory rights as a consumer. This section survives termination of this Agreement for any reason.

4.6 Nothing in this clause 4 shall exclude Wilmington's liability to you for fraudulent misrepresentation by Wilmington or the death or personal injury resulting from its negligence or that of its employees.

5.1 The Licensee agrees that the API supplied by Wilmington is confidential and is supplied for the Licensee’s own internal business use only. The parties to the Agreement and any authorized third parties shall maintain as confidential the terms of the Agreement, including but not limited to, the API described, the fees charged by Wilmington to the Licensee and any user key issued to the Licensee under the Agreement. Wilmington will not disclose to any third party the fact that the Licensee is a user of the API, or any details concerning the service supplied, without the prior written agreement of the Licensee.

6.1 No waiver by Wilmington of any breach of any obligation arising under this Agreement shall constitute a waiver of any other breach and no failure to exercise or partial exercise by Wilmington of any remedy shall constitute a waiver of the right subsequently to exercise that or any other remedy.

6.2 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid unlawful or unenforceable for any reason then such part will be severed from the remainder of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law.

6.3 This Agreement in conjunction with the Order and the Pension Funds Online Subscription Terms and Conditions constitutes the entire Agreement between Wilmington and you. All prior Agreements understandings and negotiations and representations (save for fraudulent misrepresentation) whether oral or in writing are cancelled in their entirety. The terms of any other electronic communications will not form part of this Agreement.

6.4 This Agreement is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.

6.5 Wilmington may at any time assign all or part of its rights and benefits under this Agreement to any other party.