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Terms
Last updated: January 1, 2026
Terms and Conditions
1. SaaS Services and Support
1.1 Subject to the terms of this Agreement, Company shall use commercially reasonable efforts to make the Services available to Customer, except for (i) scheduled maintenance, (ii) emergency maintenance, or (iii) circumstances beyond Company’s reasonable control. Any service level commitments or uptime guarantees shall apply only if expressly set out in an Order Form or a separate service level agreement executed by the parties.
1.2 As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.3 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice.
1.4 Company may make the Services available to Customer on a free, trial, beta, or evaluation basis (“Trial Services”). Unless and until Customer enters into a paid Order Form, Trial Services are provided solely for evaluation purposes. Trial Services are provided “as is”, without warranties of any kind, without service levels or support obligations, and without any obligation to continue providing the Services. Company may modify, suspend, or terminate Trial Services at any time, for any reason, without liability. Except as required by applicable law, Company shall have no liability arising out of or in connection with Trial Services. Customer may not create multiple accounts or otherwise attempt to circumvent any limitations, restrictions, or eligibility requirements applicable to Trial Services. Customer’s access to the Services and any Customer Data associated with the Trial Services may be deleted without notice.
2. Restrictions and Responsibilities
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
2.2 Each party shall comply with all applicable export control, trade, and economic sanctions laws and regulations in connection with its performance under this Agreement, including those of the European Union, the United States, and other applicable jurisdictions. Customer represents that it is not named on, or owned or controlled by any person named on, any applicable restricted or denied party list and shall not permit users to access or use the Services in violation of such laws or regulations.
2.3 Customer agrees to use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2.5 Customer’s use of the Services, including API calls and related functionality, is subject to fair use. “Fair use” means usage that is consistent with typical usage patterns of similarly situated customers under the applicable service plan and does not materially impair the Services, the security or stability of the platform, or the ability of other customers to use the Services. Company may monitor usage for the purpose of ensuring compliance with this section. If Company reasonably determines that Customer’s usage is excessive or abusive, Company may, upon notice, require Customer to reduce usage, upgrade to a higher service plan, or take other reasonable measures to protect the Services, including rate limiting or suspension in accordance with this Agreement.
3. Confidentiality; Proprietary Rights
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
3.4 To the extent Company processes personal data on behalf of Customer in connection with the Services, Company shall do so in accordance with applicable data protection and privacy laws. The data processing terms set out in Company’s Data Processing Addendum, available at https://compliance.apideck.com/dpa (the “DPA”), are hereby incorporated by reference and form an integral part of this Agreement.
3.5 Company shall implement and maintain reasonable technical and organisational measures designed to protect the Services and Customer Data against unauthorised access, disclosure, loss, or destruction. A description of Company’s information security measures is available at https://compliance.apideck.com/security (the “Security Measures”). Company may update the Security Measures from time to time, provided that such updates do not materially reduce the overall level of security.
3.6 Company maintains an information security program designed to protect the confidentiality, integrity, and availability of Customer Data and the Services. Company’s security controls are audited against the SOC 2 Trust Services Criteria. Upon written request and subject to reasonable confidentiality obligations, Company shall make available a summary of its then-current SOC 2 report.
4. Payment of Fees
4.1 Customer will pay Company the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
5. Term and Termination
5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
5.3 Company may suspend Customer’s access to the Services, in whole or in part, upon written notice if: (a) Customer is in material breach of this Agreement; (b) Customer fails to pay any undisputed fees when due; (c) Company reasonably determines that Customer’s use of the Services poses a security risk to the Services or to other customers; or (d) suspension is required to comply with applicable law or a governmental order. Company shall use commercially reasonable efforts to limit any suspension to the minimum scope and duration necessary and, where practicable, provide Customer with an opportunity to cure the issue prior to suspension.
5.4 Upon termination or expiration of the Agreement, Customer may, for a period of thirty (30) days, retrieve Customer Data from the Services using Company’s standard export functionality, where available. Following such period, Company shall delete or anonymise Customer Data from its systems in accordance with its standard data retention and deletion practices, except to the extent retention is required by applicable law or for backup, archival, or audit purposes, in which case such data shall remain subject to the confidentiality obligations of this Agreement.
6. Warranty and Disclaimer
COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Miscellaneous
8.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
8.2 This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.
8.3 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
8.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
8.5 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
8.6 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
8.7 This Agreement shall be governed by Belgian law without regard to its conflict of laws provisions.
8.8 Customer shall not remove, disable, or obscure the “Powered by Apideck” attribution or any other attribution designated by Company within the Services, except where removal is expressly permitted under the applicable Order Form or service plan.
8.9 Neither party shall issue any press release or public announcement regarding this Agreement or the relationship between the parties without the other party’s prior written consent, which shall not be unreasonably withheld. Subject to Customer’s prior written approval, Customer agrees to consider serving as a reference or participating in marketing activities on a mutually agreed basis.
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