1. Terms and conditions and acceptance
1.1. These terms and conditions ("Terms") govern your access and use of the Vodafone developer portal website (“Vodafone Developer Marketplace”), the APIs outlined in the API documentation (“APIs”), sandbox environment and any part of the website and APIs ("the Site"). You should familiarise yourself with these Terms and if you do not agree with them you should not proceed any further on the Site or with registration. By continuing to use the Site and/or any of the APIs, you agree to be bound by these Terms.
1.2 If you are using the Site personally, then you consent to use of the Terms on your own behalf. If you are using the Site on behalf of a company or business, then you consent on behalf of the company and all references in these terms to “you” shall mean references to your company.
1.3 Unauthorised access to or misuse of this Site is prohibited and may constitute an offence under applicable law. If you disclose any information obtained through this system without authority, Vodafone may take legal action against you.
1.4 Vodafone may modify the Terms from time to time and you are advised to keep up to date with any changes by regularly reviewing the Terms. Your continued use of the Site following the posting of changes to these documents will mean you accept those changes.
1.5 Any reference to services(s) includes APIs / products(s).
2. Use of the Site
2.1 The Site may contain links to other Vodafone sites or to third party sites which may be subject to separate terms and conditions. Any links to third party websites from the Site do not amount to any endorsement of that site by Vodafone and any use of that site by you is at your own risk.
2.2 You may not:
2.2.1 licence, or sell, any of the Site or APIs or any information learned by you whilst using the APIs or accessing the Site;
2.2.2 remove, or obscure in any way anything on the Site and/or the APIs or otherwise use any material obtained whilst using the Site and/or the APIs except as set out in these Terms;
2.2.3 reverse engineer or decompile (whether in whole or in part) any software used in the Site and/or the APIs (except to the extent expressly permitted by applicable law);
2.2.4 remove, obscure, or change any copyright, trademark or other intellectual property right notices contained in the original material or from any material copied or printed off from the Site or obtained as a result of the APIs.
2.3 Any use of caching, http accelerators such as Harvest, Squid, Netscape proxy or Microsoft Catapult, or similar technology is permitted, however, you have the responsibility of ensuring you are viewing the most recent version of the webpage or content.
2.4 You acknowledge that access to the Site and/or the APIs may be restricted at the sole discretion of Vodafone.
2.5 In relation to any orders for APIs made by you via the Site, you acknowledge and agree that any order placed will be binding on you and that the terms and conditions of the APIs shall apply to the supply of such APIs. You further agree that it is your responsibility to familiarise yourself with the terms and conditions of the APIs and Vodafone will not be responsible for your failure to familiarise yourself with or misunderstanding of the terms and conditions of the APIs.
3. Access to the Site
3.1 Some pages are accessible without registering first, but you will have to register to access all the pages of the Site.
3.2 You are responsible for the security and proper use of all security information, such as User IDs, Passwords, Client ID and Client Secrets, used in connection with the Site (including changing Passwords on a regular basis). You must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised people.
3.3 You must immediately inform Vodafone if there is any reason to believe that a Client Secret or Password has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way.
3.4 Vodafone reserves the right to suspend Client ID and Client Secret access to the Site if at any time Vodafone considers that there is or is likely to be a breach of security.
3.5 You must immediately inform Vodafone of any changes to the information you supplied when registering for the Site.
3.6 Vodafone does not guarantee the security of the Site against unauthorised or unlawful access or use.
4. Use of the Sandbox APIs
4.1 Subject to Clause 7 (Vodafone Content and Copyright), Vodafone grants you permission to test your API with the Vodafone eservices made available through the sandbox APIs using a Vodafone provided Client ID and Client Secret. This Client ID and Client Secret may be withdrawn by Vodafone in its sole discretion without notice for any or no reason, at which point your access to the Site will continue but you will no longer be able to test the sandbox APIs.
4.2 You may use the sandbox APIs for the sole purpose of deciding whether to use these Vodafone products commercially, outside of the sandbox test environment. Any other use of the sandbox APIs, including use of a sandbox API in a legally binding transaction, is strictly prohibited.
4.3 Access to APIs outside the sandbox test environment are subject to separate terms and conditions at which point you will need to enter into a separate legally binding agreement with a Vodafone Group company and fees may become payable.
5.1 It is technically impracticable to provide a fault-free Site and Vodafone does not undertake to do so. In the event of a fault, Vodafone will attempt to restore the Site as soon as is reasonably practicable.
5.2 Access to the Site may occasionally be suspended or restricted for operational reasons such as maintenance or the introduction of new facilities or services.
5.3 Vodafone reserves the right at any time and without notice to modify, edit, delete, suspend, discontinue, temporarily or permanently, any content, including any services available through the Site, or the Site or any part of it.
5.4 Vodafone assumes no liability for disabling features that affect your access or use of the APIs and cannot guarantee uninterrupted access to the APIs that are error free, free of bugs or that is compatible with any other software or material. Vodafone will provide maintenance or support for your use of the APIs in its sole discretion.
5.5 You must take all reasonable steps to ensure that any software you use with or in connection with the Site is not infected by viruses.
6. Your information
7. Vodafone content and copyright
7.1 Content available on the Site or otherwise provided by Vodafone, including all information, data, material, text, designs, graphics, images, scripts, code, pictures, video, photographs, applications, software, audio and other files, and their selection and presentation (“Content”) found on this Site and the APIs, and all copyright, trademarks and any other intellectual property rights related to Content and APIs are owned by Vodafone or licensed to Vodafone by third parties. The Content and APIs are protected by copyright, trademark and other intellectual property rights as applicable and provided solely for your own use in accordance with these Terms. Republication or redistribution of the Content, including by framing or similar means, is prohibited.
7.2 If Vodafone is informed of any inaccuracies in the Content and/or APIs, Vodafone will use reasonable endeavours to correct the inaccuracies as soon as reasonably practicable.
7.3 All Trade Marks used on the Site and/or the APIs are the trademarks of Vodafone Group Plc or one of the Vodafone Group companies or a third party whose trademarks Vodafone is authorised to use on this Site. You shall only make fair use of the Trade Marks and will not use the Trade Marks, whether design or word marks: (1) as or as part of your own trademarks; (2) in a manner which is likely to cause confusion; (3) to identify products to which they do not relate; (4) to imply endorsement or otherwise of products or services to which they do not relate; or (5) in any manner which does or may cause damage to the reputation of Vodafone or the Trade Marks or third parties whose trademarks are used.
7.4 You acknowledge and agree that the services and the Site or any part thereof, whether presented to you by Vodafone or any third party are protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. All rights are expressly reserved.
7.5 You are only allowed to use the Site and the APIs as set out in these Terms and nothing on the Site and/or the APIs shall be construed as conferring any licence or other transfer of rights to you of any intellectual property or other proprietary rights of Vodafone, any member of the Vodafone Group or any third party, whether by estoppel, implication or otherwise.
8. Your content
8.1 You are responsible for all content including comments, files, material, suggestions and ideas, you upload or post on the Site or communicate to other users through the Site. If you did not create the content, it is your responsibility to ensure that you have all necessary consents from the owner.
8.2 You agree to give Vodafone (as provider of the Site), a non-exclusive, transferable, royalty-free, worldwide licence to use or publish any content that you upload, post or otherwise make available on the Site.
9. Your obligations
9.1 You warrant that you will only use the Site and the APIs in accordance with these Terms; and in an appropriate and lawful manner and by way of example and not as a limitation that you shall not (and shall not authorise or permit any other party to):
9.1.1 receive, access or transmit any Content which is obscene, pornographic, threatening, racist, menacing, offensive, defamatory, in breach of confidence, in breach of any intellectual property right (including copyright) or otherwise objectionable or unlawful;
9.1.2 circumvent user authentication or security of any host, network or account (referred to as "cracking" or "hacking") nor interfere with service to any user, host or network (referred to as "denial of service attacks") nor copy any pages or register identical keywords with search engines to mislead other users into thinking that they are reading Vodafone's legitimate web pages (referred to as "page-jacking") or use the Site or the APIs for any other unlawful or objectionable conduct. Users who violate systems or network security may incur criminal or civil liability and Vodafone will at its absolute discretion fully co-operate with investigations of suspected criminal violations, violation of systems or network security under the leadership of law enforcement or relevant authorities;
9.1.3 use the Site and/or the services to advertise or offer to sell any goods or services for any commercial purpose without Vodafone's written consent;
9.1.4 knowingly or recklessly transmit any electronic content (including viruses) through the Site and/or the services which shall cause or is likely to cause detriment or harm, in any degree, to computer systems owned by Vodafone, its customers, suppliers or other Internet users;
9.1.5. hack into, make excessive traffic demands, deliver or forward chain letters, "junk mail" or "spam" of any kind, surveys, contests, pyramid schemes or otherwise engage in any other behaviour intended to inhibit other users from using and enjoying the Site and/or the APIs or any other website, or which is otherwise likely to damage or destroy Vodafone's reputation or the reputation of any third party.
9.2 You represent and warrant that any Content submitted by you to us via or in connection with the Site or the APIs is accurate, truthful, complete, and not misleading. You further represent and warrant that you are free to supply such Content to us and that we may use such Content without restriction in providing and carrying out the Site and the APIs.
10. Suspension and termination
10.1 If Vodafone, at its sole discretion, believes that you have:
10.1.1 misused the Site (or any part of it) in any way; or
10.1.2 breached any of the Terms, or any contract with Vodafone,
Vodafone may, without notice, terminate your registration, or suspend or terminate your access to the Site. Vodafone will be under no obligation whatsoever to reinstate your registration.
You will keep harmless, defend and indemnify Vodafone against any claims, losses, costs and liabilities arising from any claims by any third party, in connection with the use or misuse of the Site in breach of the Terms.
You acknowledge and agree that in entering these Terms you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to these Terms or not) other than as expressly set out in these Terms as a warranty. Nothing in this Clause shall, however, operate to limit or exclude any liability for fraud.
13. Vodafone's liability
13.1 Vodafone shall use its reasonable endeavours to ensure the maintenance and availability of the Site and the APIs, but availability may be affected by your equipment, other communications networks, too many people trying to use the Vodafone network or the internet at the same time or other causes of interference and may fail or require maintenance without notice.
13.2 Neither Vodafone nor any member of the Vodafone Group shall be liable for any special, indirect or consequential damages or any damages whatsoever, whether in an action of contract, negligence or other tortuous action, arising out of or in connection with the performance of or use of services available on the Site and in particular, but without limitation to the foregoing, Vodafone specifically excludes all liability whatsoever in respect of any loss arising as a result of:
13.2.1 use which you make of the Site and the services or reliance on services or any loss of any services or your content resulting from delays, non-deliveries, missed deliveries, or service interruptions; and
13.2.2 defects that may exist or for any costs, loss of profits, loss of your content or consequential losses arising from your use of, or inability to use or access or a failure, suspension or withdrawal of all or part of the Site and the services at any time.
13.2.3 computer viruses or trojan horses downloaded by you from the content of this Site;
13.3 All conditions or warranties which may be implied or incorporated into these Terms by law or otherwise are hereby expressly excluded to the extent permitted by law.
13.4 Your only remedy under these Terms is to discontinue using the Site and the services.
13.5 The Site and the APIs are provided on an "as is" basis. Although every effort has been made to provide accurate information on these pages, neither Vodafone, nor any of its employees, nor any member of the Vodafone Group, their suppliers, nor any of their employees, make any warranty, expressed or implied, or assume any legal liability (to the extent permitted by law) or responsibility for the suitability, reliability, timeliness, accuracy or completeness of the APIs or any part thereof contained on the Site or in the APIs.
13.6 Subject to Clause 14, you agree that Vodafone does not generally and is not required to monitor or edit the use to which you or others use the Site and the APIs and Vodafone is excluded from all liability of any kind arising from the use of the APIs, and in particular but without limitation to the foregoing, the nature of any content. Notwithstanding the foregoing, Vodafone reserves the right to edit, bar or remove any APIs and/or content, at any time as Vodafone in its sole discretion believes to be necessary in order to prevent any breach of these Terms or any breach of applicable laws or regulations.
14. Monitoring/recording of communications
Monitoring of your emails or other communications may take place in accordance with the law, and in particular for Vodafone's business purposes, such as for quality control and training, to prevent unauthorised use of Vodafone's telecommunication systems and to ensure effective systems operation and in order to prevent or detect crime.
You in entering into these Terms undertake that you will not assign, re-sell, sub-lease or in any other way transfer your rights or obligations under these Terms or part thereof. Contravention of this restriction in any way, whether successful or not, will result in your access to the Site and your right to use the services being terminated by Vodafone forthwith. Vodafone may assign these Terms in whole or in part to any third party at its discretion.
Vodafone's failure to exercise any particular right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Vodafone in writing.
17. Force Majeure
Vodafone shall not be liable in respect of any breach of these Terms due to any cause beyond its reasonable control including but not limited to, Act of God, inclement weather, act or omission of Government or public telephone operators or other competent authority or other party for whom Vodafone is not responsible.
18.1 Subject to clause 18.2, you and Vodafone will keep in confidence any information of a confidential nature, including but not limited to private APIs, obtained as a result of the use of the Site and will not disclose that information to any person other than their employees or professional advisers (or, in the case of Vodafone the employees of a Vodafone Group Company or their suppliers).
18.2 Clause 18.1 will not apply to:
18.2.1 any information which has been published other than through a breach of the Terms;
18.2.2 information lawfully in the possession of the recipient before the disclosure took place;
18.2.3 information which a party is requested to disclose which if it did not it would be required by law to do so.
These Terms are severable in that if any provision is determined to be illegal or unenforceable by any court of competent jurisdiction such provision shall be deemed to have been deleted without affecting the remaining provisions of these Terms.
20. Third party rights
A person who is not party to these Terms has no rights to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999 or any similar legislation applicable in any other jurisdiction or otherwise to enforce any Clause of these Terms.
21. Applicable law
These Terms are governed by and construed in accordance with the laws of the country in which the head office of the Vodafone Contracting Party is located, and you hereby submit to the non-exclusive jurisdiction of the courts of the country in which the head office of the Vodafone Contracting Party is located unless local law prescribes otherwise.
22.1 “Client ID” means a unique string representing the application registration information provided by the user of the Vodafone API.
22.2 “Client Secret” means a unique string required to authenticate an application to consume a Vodafone API.
22.3 “Password” means a string of characters that allows access to the Vodafone Developer Marketplace.
22.4 "Trade Marks" means the word or mark "Vodafone", however represented, including stylised representations, all associated logos and symbols, and combinations of the foregoing with another word or mark;
22.5 “User ID” means a unique string representing the user registration information provided by the user of Vodafone Developer Marketplace.
22.6 “Vodafone Contracting Party" means the member of the Vodafone Group which has entered into the agreement with you;
22.7 “Vodafone Group" means Vodafone Group Plc and any company or other entity in which Vodafone Group Plc owns (directly or indirectly) more than 15% of the issued share capital;
22.8 "you" means the user that enters into these Terms (and "your" shall be construed accordingly).