The digi.me Business Terms below are in four parts:
- Part A: Definitions
- Part B: Digi.me Software Developer Kit Licence – this applies to you when you download and/or use the digi.me software development kit
- Part C: Digi.me Consent Access System Terms – these apply to you when you submit orders use to the digi.me consent access system
- Part D: General Terms – these apply to you generally when you do either of the above or use any associated digi.me services
Before you read and agree to the digi.me Business Terms below, please read OUR MISSION which provides you with the background to the digi.me Business Terms.
As human beings, we are all the sum of our experiences, but online we are defined by the personal data we scatter as we go about our lives. We believe that data belongs to users, that it is powerful and that it is valuable.
Our mission is to help users take back control of their data, by enabling users to get their personal data from all over the web, see it in ways they couldn’t before and then share it using a clear consent structure.
Our app lets users bring all their data back together under their control in a secure personal library of their choice and do more with it, including choosing to share it with you on a consent basis.
We want to be very clear: we never see, touch or hold user data, ever.
The digi.me Business Terms form a legally binding contract between you and digi.me in relation to your use of the digi.me Business Services.
By downloading and using the digi.me application you agree to the digi.me Business Terms in relation to your use of the digi.me Business Services.
1.1. In the digi.me Business Terms the following words and phrases have the stated meaning:
CAS Contract means a contract between digi.me and you for the supply of CAS Services for a Live Contract.
CAS Order means your order for CAS Services containing a draft Consent Request in the format set out in the Documentation, including the Data Description, the Data Purposes, the Retained Data and Retained Period, the Shared Data, as well as the User Benefit you are offering to provide to Users and your selection for the Forget Me Function setting.
CAS Services means the services related to the CAS as set out in the Service Description.
CAS Terms means Part C of the digi.me Business Terms.
Charges means the charges payable by you for the digi.me Business Services as set out in the Rate Card.
Consent Access System or CAS means the system which enables consent-based access to User Data from User Storage directly between a digi.me App and a Developer App, as described in the Service Description.
Consent Contract means a contract between a User and you under which the User has accepted your Consent Request and consented to you being provided with the Released Data on the basis of the Data Description, the Data Purposes, the Retained Data and Retained Period, the Shared Data, as well as the User Benefit you are providing to that User and your selection for the Forget Me Function setting, each as recorded in the applicable Live Contract.
Consent Receipt means a receipt sent to a User’s digi.me App acknowledging that the User has accepted a Consent Request and has formed a Consent Contract.
Consent Request means a request by you from your Brand App to a digi.me App for contractual consent from the User to form a Consent Contract and allow you to access the User’s User Data on the terms set out in the request (which will include the Data Description, the Data Purpose, the Retained Data and Retained Period, the Shared Data, as well as the User Benefit you are offering to provide to the User and whether or not you have turned on the Forget Me Function, each as recorded in a Live Contract).
Contract Database means the database maintained by digi.me of all Live Contracts and current and historical Consent Contracts.
Contract ID means the unique identifier generated by digi.me for each Live Contract under paragraph 13.4.
Data Delivery means a single data delivery of the results of a single data query directed by you at a User’s User Data under a Consent Contract.
Data Description means the description by you of the personal data being requested by you from a User.
Data Purpose means the description by you of the purpose(s) for which you will use Released Data.
Developer App means any application developed by or on behalf of you using the SDK.
Developer Credentials means the username, password and other information provided by you to digi.me on registration under clause 22.1.
Developer Site means the developer-focussed part of the digi.me website at https://digi.me/developer.
Digi.me App means the digi.me App for Users available at Get started.
Digi.me Business Services means the services provided by the CAS and described in the Service Description.
Digi.me Business Terms means, together, all parts of these terms and conditions.
Digi.me means digi.me Limited (company number 6861219) whose registered office is at 7 Bower Road, Wrecclesham, Farnham, Surrey GU10 4ST.
Documentation means any explanatory materials, instructions or templates for use of the digi.me Business Services.
Forget Me Function means the function in the digi.me App which allows a User to issue Forget Me Instructions to you.
Forget Me Instruction means an instruction to delete all Retained Data under a Consent Contract (including any Retained Data shared with third parties).
General Terms means part D of the digi.me Business Terms.
Intellectual Property Rights means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights.
Live Contract means a live template for a Consent Request in the Contracts Database as approved by digi.me under paragraph 13.4 and identified with a unique Contract ID.
Onward Share means each single instance of sharing by you to a third party of a Data Delivery (whether alone or combined with other data).
Rate Card means the rate card setting out digi.me’s charges for the digi.me Business Services at Pricing and Revenue Sharing.
Released Data means that part of the User Data which the User has consented to be released to you under a Consent Contract (which is made up of all Data Deliveries from that Consent Contract).
Retained Data means the description by you of which part of the Released Data you are going to keep and use again.
Retained Period means the description by you of how long you are going to keep the Retained Data.
Right To Be Forgotten means (if applicable to a User under their local laws) the right of a User to request the erasure of personal data relating to the User (unless there is legal reason to keep it).
Sample Code means code included in the SDK for you to incorporate into a Developer App.
SDK Licence means Part B of the digi.me Business Terms and the licence granted under Part B.
Service Description means the service description for the digi.me Business Services at Developer.
Shared Data means the description by you of which Released Data you are going to share with third parties, including with whom and for what purposes.
Software Development Kit or SDK means the software development kit made available via the Developer Site, including Sample Code, programs, utilities, interfaces, keys and tools and any relevant parts of the Documentation.
User Benefit means the benefit (service, convenience or reward) you say you will provide to the User in exchange for access to Released Data.
User means a user of the digi.me App.
User Data means the collection of photos, text and other information downloaded, stored, accessed and/or released by a User on User Storage using the functionality of the digi.me App.
User Storage means the service or device upon which a User stores their User Data.
you and your means the person who has registered to use the digi.me Business Services under paragraph 22.1.
2.1 The terms personal data, data controller, data processor and processing each have the meaning given in the General Data Protection Regulation (EU 2016/679).
2.2 The interpretation of general words shall not be restricted by words indicating a particular class or particular examples.
2.3 Time shall not be of the essence for the performance of any obligation by digi.me.
You acknowledge that the SDK allows you to develop Developer Apps which enable the direct collection of personal data by you from Users. Therefore, you represent and undertake that all Developer Apps produced by or on behalf of you shall:
(a) be developed on the basis of privacy best practice, including privacy by design and privacy by default;
(b) function and collect, use, process, transmit and maintain personal data strictly in compliance with all applicable laws relating to data protection and privacy;
(c) comply with industry standard security practices (and, if you are in a regulated industry, any more stringent standards); and
4.1 To use the SDK, you must first agree to the SDK Licence. You may not use the SDK if you do not accept the SDK Licence.
4.2 You may not use the SDK and may not accept the SDK Licence if you are a person, company or organisation prohibited from receiving the SDK under the laws of the United Kingdom or other countries, including the country in which you are resident or from which you use the SDK.
4.3 If you are agreeing to be bound by the SDK Licence on behalf of your employer or any other person, business or organisation you confirm that you have full legal authority to do so and that such employer, business or organisation will be bound by the SDK Licence. If you do not have the required authority, you may not accept the SDK Licence or use the SDK on behalf of your employer or any other person, company or organisation.
5.1 Subject to your compliance with the digi.me Business Terms, digi.me grants you a limited, personal, worldwide, royalty-free, non-exclusive, and non-sub-licensable licence to use the SDK solely for internal development of Developer Apps which are compatible with the CAS as detailed in the Documentation. Your licence begins when you click “I accept” and ends in accordance with sections 9 and 33.
5.2 You may install and use any number of copies of the SDK on your computers and devices to design, develop and test your Developer Apps. Each copy installed must be complete, including any proprietary rights notices (including copyright and trade mark notices) that may be contained in the SDK.
5.3 You agree that digi.me or third parties own all legal right, title and interest in and to the SDK, including any Intellectual Property Rights that subsist in the SDK. Digi.me reserves all rights not expressly granted to you.
5.4 You are only licenced to distribute Sample Code in object code form.
5.5 You may not use the SDK to develop applications for any platforms or services other than the CAS or use the SDK to develop another software developer kit.
5.6 You may not use the SDK for any purpose not expressly permitted by the SDK Licence. Except to the extent required by applicable third party licences, you may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDK or any component of the SDK. You may not use any work around to seek to circumvent any technical limitations in the SDK. Unless otherwise agreed with digi.me, you may not sell, rent, lease, distribute or act as an intermediary provider of the SDK or grant any third parties any rights to use the SDK or any components of it (other than users of a Brand App for the Sample Code).
5.7 Use, reproduction and distribution of any components of the SDK licensed under an open source software licence are governed solely by the terms of that open source software licence and not the SDK Licence. You are not licenced to, and you agree that you will not, combine any non-open source component of the SDK with any software licensed under the GNU General Public Licence, the GNU Lesser General Public Licence, or any other open source licence terms such that it that could require the release in source code form of non-open source components of the SDK. Please see the full list of open source acknowledgements accompanying each product.
5.8 Nothing in this SDK Licence gives you a right to use any of digi.me’s trade names, trade marks, service marks, logos, domain names, or other distinctive brand features.
5.9 You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be contained in the SDK.
5.10 Digi.me agrees that it obtains no right, title or interest from you (or your licensors) under this SDK Licence in or to any Developer App, including any Intellectual Property Rights that subsist in Developer Apps.
6.1 You agree to use the SDK and produce Developer Apps only for purposes that are permitted by:
(a) this SDK Licence; and
(b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United Kingdom or other relevant countries).
6.1 You agree that you will not engage in any activity using the SDK, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorised manner the servers, networks, or other products or services of digi.me or any third party.
6.2 You may not include Sample Code in malicious, deceptive or unlawful applications. You agree that your Developer App will not mislead, confuse, or surprise users. Your Developer App must be transparent about what it does and get consent to modify any User account, data or device settings.
7.1 You acknowledge that the form and nature of the SDK that digi.me provides may change without prior notice to you and that future versions of the SDK may be incompatible with Developer Apps developed on previous versions of the SDK.
7.2 Digi.me will use commercially reasonable efforts to provide you with notice of any material changes to the SDK by posting an update on the Developer Site.
7.3 You agree that digi.me may stop (permanently or temporarily) making available the SDK (or any components of it) to you or to users generally, at digi.me’s sole discretion, without prior notice to you.
8.1 Digi.me will use reasonable endeavours to provide any technical or other support for the SDK. Any support which digi.me does provide is limited to the release of the SDK current at that time.
8.2 If digi.me chooses to provide any technical or other support to you, you agree that with respect to any technical or other information you provide to digi.me, digi.me has an unrestricted right to use such information for its business purposes, including for support and development.
9.1 The SDK Licence will continue to apply until terminated either by you or by digi.me as set out in the digi.me Business Terms.
9.2 If you want to terminate the SDK Licence, you can do so by deleting the SDK and stopping use of your Developer Credentials.
9.3 Digi.me may at any time terminate this SDK Licence if:
(a) you have breached any provision of this SDK Licence;
(b) Digi.me is required to do so by law or chooses to do so following legal advice;
(c) any partner with whom digi.me offered certain components of SDK has ended its relationship with digi.me or stopped offering certain components of the SDK;
(d) Digi.me decides to no longer provide the SDK or certain components of the SDK to users generally or to users in the country in which you are resident or from which you use the service; or
(e) provision of the SDK to you by digi.me is, in digi.me’s sole discretion, no longer commercially viable.
9.4 When the SDK licence comes to an end you agree to irretrievably delete the SDK and all components from your computers and devices and update all Developer Apps installed by or made available to Users to remove any Sample Code as soon as reasonably practicable. Digi.me is not responsible for any consequences of you deleting the SDK or removing any Sample Code.
10.1 Digi.me may make changes to the SDK Licence and notify you by placing a notice on the Developer Site.
10.2 If you do not agree to changes to the SDK Licence, you must stop using the SDK. If you continue to use the SDK after the date the changes come into effect, you will be deemed to have accepted the new version of the SDK Licence.
11.1 You acknowledge that the CAS allows your Developer Apps to collect personal data directly from Users. Therefore, you represent and undertake that:
(a) in relation to any Released Data, and in respect of your relationship with each User, you will comply with your obligations as a data controller in accordance with all applicable laws and regulations;
(b) you will not attempt to collect, use, process or transmit any User Data in excess of the Released Data;
(c) you will use Released Data strictly in accordance with the Consent Contract (including complying with any Forget Me Instruction); and
(d) if you want to use Released Data for any purposes outside of the Consent Contract, you shall submit a new CAS Order.
12.1 Once you have developed your Developer App using the SDK, you can submit CAS Orders to digi.me as set out in the Service Description.
12.2 Each CAS Order submitted by you must comply with requirements set out in the Documentation.
12.3 You agree to co-operate with digi.me in all matters relating to the CAS Services, including providing all reasonable information and assistance reasonably necessary to enable digi.me to fully review a CAS Order.
13.1 Your CAS Order is accepted only when digi.me places a corresponding Live Contract into the Contract Database.
13.2 Your submission of a CAS Order constitutes an offer from you to digi.me to purchase CAS Services.
13.3 Digi.me’s obligation to provide the CAS Services only arises upon acceptance by digi.me of the CAS Order.
13.4 There is no acceptance of your CAS Order until digi.me indicates its acceptance by placing a corresponding Live Contract into the Contracts Database and confirms this to you by issuing you with a valid Contract ID at which point and on which date a CAS Contract shall come into existence. (Unless terminated early under the digi.me Business Terms, each CAS Contract shall automatically end upon completion of all CAS Services associated with it.)
14.1 For each CAS Contract and provided you comply with the digi.me Business Terms, digi.me shall deliver the CAS Services substantially in accordance with the Service Description using reasonable skill and care.
14.2 In providing the CAS Services, digi.me shall use reasonable endeavours to make the CAS available to users 24 hours a day, seven days a week, except for planned maintenance carried out as notified to developers via the Developer Site and emergency maintenance.
15.1 Each time a User agrees to a Consent Request to form a Consent Contract (which will be recorded by the digi.me App using Consent Receipts), the User’s digi.me App sends a request to the applicable User Storage to release the Released Data to the Developer App.
15.2 The digi.me App is a piece of software that is installed locally by a User on their computer(s) and/or device(s) which allows Users to disclose User Data directly from their chosen User Storage to you. Therefore, you acknowledge that in the delivery of the CAS Services:
(a) the digi.me App allows Users, not digi.me, to control their own User Data;
(b) digi.me does not see, touch or hold User Data; and
(c) digi.me undertakes no processing of, and is not a data processor of, any User Data.
15.3 In respect of each single Consent Contract with an individual User, you agree that you will access, hold, use and share the Released Data for that Consent Contract strictly in accordance with its terms, including that:
(a) you (and anyone you share the Shared Data with) will only use the Released Data for the purposes recorded in the Data Purposes field of the Consent Contract;
(b) you (and anyone you share the Shared Data with) will only keep the Retained Data (and not any other Released Data) as recorded in the Retained Data field of the Consent Contract, and then only for the period of time recorded in the Retained Period field of the Consent Contract;
(c) you will only share Released Data to the third parties as identified, and for the purposes identified, in the Shared Data field of the Consent Contract,
in all cases as the Consent Contract is recorded in the Contracts Database.
15.4 If a Consent Contract allows you to edit any User Data or User Storage, you may not do anything which is malicious, deceptive or unlawful. You agree that you will be transparent about what you are asking for in your Consent Request and that the edits you make will match those disclosed in the Consent Contract recorded in the Contracts Database.
16.1 You shall provide any User Benefit to the User as soon as practicable following release of the Released Data.
16.2 If the User Benefit you are providing involves the delivery of content to User Storage, you will ensure that all such content is lawful, including:
(a) not delivering or making available any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material; and
(b) not delivering or making available electronic copies of materials protected by copyright without the permission of the owner.
16.3 You will ensure that all User Benefits comply with all applicable laws.
17.1 Within 5 business days of the end of each month you will provide digi.me with all details of Onward Sharing to allow digi.me to invoice you correctly for Onward Sharing.
17.2 You acknowledge that Released Data is valuable. Therefore digi.me expects you to report Onward Sharing accurately. If digi.me believes that you are not accurately reporting Onward Sharing, you shall allow any independent auditors appointed by digi.me to access any of your premises, personnel and relevant records as may be reasonably required for digi.me to verify that you are correctly reporting Onward Sharing. If your reporting of Onward Sharing is materially inaccurate you agree to pay all costs incurred by digi.me for the audit.
18.1 You can stop a Live Contract at any time by asking digi.me to remove it from the Contracts Database.
18.2 If you remove a Live Contract from the Contracts Database this will end all underlying Consent Contracts. You agree that there may be knock-on effects in the functioning of the Developer App and that you will no longer receive any associated Released Data. Digi.me is not responsible for any knock-on effects should you choose to end a Live Contract early.
18.3 If you would nonetheless like to remove a Live Contract from the Contracts Database, digi.me will use reasonable endeavours to do so.
18.4 If you remove a Live Contract your obligation to comply with Consent Contracts already agreed with Users, and deliver applicable User Benefits, remains.
19.1 Digi.me encourages you to switch on the Forget Me Function in all CAS Orders, because we believe this builds a better relationship between you and Users. Each time you receive a Forget Me Instruction you shall promptly erase the Retained Data for that Consent Contract and confirm to the User when this has been done. You shall also instruct any third parties with whom you have shared any Retained Data to do the same and confirm this to you.
20.1 You agree that the CAS Services may change without prior notice to you and that your Developer Apps may be incompatible with future CAS services.
20.2 Digi.me will use commercially reasonable efforts to provide you with notice of any material changes to the CAS Services by posting an update on the Developer Site and updating the Documentation.
20.3 You agree that digi.me may stop (permanently or temporarily) making available the CAS Services (or any part of them) to you or to users generally, at digi.me’s sole discretion, without prior notice to you.
21.1 You can end your use of all CAS Services at any time by giving notice as set out below.
21.2 You can end your use of all CAS Services at any time by giving digi.me 30 days’ notice in writing. During the notice period you may still submit CAS Orders.
21.3 At the end of the notice period:
(a) all Live Contracts will be removed from the Contracts Database and all underlying Consent Contracts will end;
(b) your licence to use the SDK will terminate;
(c) (subject to paragraphs 21.4 and 21.4) you have no rights to store, use or share any Released Data obtained by you under Consent Contracts;
(d) all outstanding Charges will become immediately payable.
21.1 Following termination of your use of all CAS Services, you can continue to store, use and share any Released Data which you have already obtained provided in each case that this is permitted by an applicable Consent Contract between you and a User and that your use of the Released Data remains strictly in accordance with the terms of the applicable Consent Contract (including deleting each Data Delivery and all copies of it at the expiry of its Retained Period).
21.2 If any Consent Contract referred to in paragraph 21.4 permitted Onward Shares, your obligations to report on and pay the Onward Share Fee under paragraphs 17, 23 and 24 shall continue for any Onward Shares made by you for a period of 12 months after your use of the CAS Services ended.
22.1 When you register for digi.me Business Services you will be requested to create Developer Credentials. You are responsible for all use of digi.me Business Services associated with your Developer Credentials.
22.2 If you believe or suspect that your Developer Credentials have been compromised, please notify digi.me and update your Developer Credentials immediately.
23.1 The Charges for the digi.me Business Services are set out in the Rate Card.
23.2 The Charges include:
(a) a fee for each Data Delivery which you receive (“Data Fee”); and
(b) a fee for each Onward Share which you undertake (“Onward Share Fee”).
24.1 Digi.me will invoice you monthly in arrears for all Charges. You will pay all invoices within 30 days of the date of digi.me’s invoice.
24.2 When you register for digi.me Business Services you will be asked to provide valid, complete, and up-to-date payment card details or an approved purchase order number (“Payment Information”). If your Payment Information becomes incorrect you will update it promptly.
24.3 Digi.me will deliver the monthly invoice to the email address provided under paragraph 22.1.
24.4 With each invoice digi.me shall supply a breakdown of how the Charges have been calculated. The breakdown shall include such information as digi.me determines is necessary from time to time.
24.5 If your Payment Information includes a payment card, digi.me will take payment for the Charges automatically on or around the due date. Otherwise, you will pay digi.me the Charges by any of the methods acceptable to digi.me, as notified to you and updated by digi.me from time to time.
24.6 Except in the case of obvious material error, digi.me’s calculation of your use of the digi.me Business Services shall be final.
24.7 If you do not pay on time, or digi.me suspects you of under reporting Onward Shares, digi.me may suspend your use of the digi.me Business Services until full and accurate payment is made. (If your use of the digi.me Business Services is suspended, you agree that this may affect the use of the Developer App by Users, for which digi.me is not responsible.)
Digi.me shall make available reports to you from time to time, as set out in the Service Description
27.1 So that digi.me can innovate and improve the digi.me Business Services, digi.me may collect certain usage statistics including but not limited to frequency of use, number of Users sharing data and types of data being shared.
27.2 Digi.me shall not divulge any of this usage information to any third party unless it is in anonymous form.
28.1 Each of digi.me and you warrant that we have the necessary rights, licences and permits to perform our respective obligations under the digi.me Business Terms.
28.2 If at any time, you no longer have the necessary rights, licences and permits to use the digi.me Business Services in compliance with the digi.me Business Terms, you will notify digi.me immediately in writing.
29.1 Each of you and digi.me agrees to keep the other’s confidential information secret.
29.2 Each of you and digi.me agrees to keep the other’s confidential information secret, except that this will not apply to information which:
(a) was already in the receiving party’s lawful possession before disclosure by digi.me or you;
(b) becomes publicly known through no fault of the receiving person; or
(c) the receiving party can prove has been independently developed by it.
29.3 Notwithstanding paragraph (b) above, you acknowledge and agree that all information which is not put into the public domain by digi.me about the SDK, CAS or the CAS Services is confidential, including any information on the design, operation and performance of the CAS.
30.1 Subject to paragraphs 30.2 to 30.5, digi.me warrants that it shall provide the digi.me Business Services with a reasonable level skill and care.
30.2 Except as expressly set out in the digi.me Business Terms, neither digi.me nor any of its suppliers, distributors or investors make any specific promises about the digi.me Business Services.
30.3 Digi.me does not warrant that any of digi.me’s services will be secure, accurate, uninterrupted or error free or that they will meet your specific requirements. For example, digi.me does not give any warranties about the specific functions of the SDK or digi.me Business Services, or their reliability, availability, or ability to meet your needs. Digi.me provides the SDK and digi.me Business Services “as is”.
30.4 Some countries provide for certain warranties, such as the implied warranty of merchantability, fitness for a particular purpose and non-infringement. To the extent permitted by law, digi.me excludes all warranties.
30.5 You understand that all third-party data and services which you may access through use of digi.me’s services are the sole responsibility of the person from which they originated.
30.6 You acknowledge that your use of third party data and services may be subject to separate terms between you and the relevant third party. In that case, the digi.me Business Terms do not affect your legal relationship with these third parties.
30.7 The digi.me application is not intended for use in a medical or healthcare setting and is not a substitute for clinical record keeping or professional healthcare responsibility. If you have any concerns about your health or health data you should contact your healthcare provider.
30.8 Whilst digi.me makes reasonable efforts to provide and present accurate information, medical data has not necessarily been medically validated. Additionally, medical data flagged as demo or beta is still undergoing testing and you are more likely to find issues with such data. Any issues with medical data should be reported to digi.me.
31.2 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless digi.me, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable lawyer fees) arising out of or accruing from:
(a) your use of the SDK or any digi.me Business Services in breach of the digi.me Business Terms or any applicable law;
(b) any Developer App infringing the Intellectual Property Rights of any third party;
(c) any Developer App breaching the rights of any person or defaming any person;
(d) your unauthorised access to User Data and/or misuse of Released Data;
(e) your breach of sections 3, 6, 11 and 29; or
(f) any allegation, complaint or sanction by a regulator or court or other body with competent jurisdiction.
31.3 Digi.me will be entitled, at its expense, to participate in the defence and settlement of the claim or action with lawyers of its own choosing. You may not settle any claims that limit digi.me’s rights without digi.me’s prior written consent (which will not be unreasonably withheld).
32.1 Each of digi.me and you limit their liability to each other under the digi.me Business Terms as set out below.
32.2 Nothing in these terms and conditions excludes or limits liability of either digi.me or you for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be limited or excluded by applicable law.
32.3 Subject to paragraph 32.2, digi.me shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising in connection with the digi.me Business Services for:
(a) loss of revenue or profit;
(b) loss or damage to computers, devices or any software or data;
(c) loss or damage to goodwill; and/or
(d) indirect, special, consequential, exemplary or punitive loss or damage.
32.4 Subject to paragraphs 32.2 and 32.3, digi.me’s total liability to you whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising in connection with the digi.me Business Services shall be limited as follows:
(a) Under each CAS Contract (and subject to (b) below): at digi.me’s option, either (i) an amount equal to the total Charges paid by you for that CAS Contract (calculated as at the date the event giving rise to the liability occurred); or (ii) where possible, re-providing the applicable digi.me Business Service to you for that CAS Contract; and
(b) In any calendar year: an amount equal to the total Charges paid by you in that calendar year.
32.5 In all cases, neither you nor digi.me shall be responsible for any loss or damage that is not reasonably foreseen.
33.1 Either of digi.me or you can terminate for breach of the digi.me Business Terms and other reasons as set out below.
33.2 Either of digi.me or you can terminate all digi.me Business Services immediately upon notice for material breach of the digi.me Business Terms provided that, if the breach is capable of remedy, the breaching party is given 14 days to remedy the breach.
33.3 Either of digi.me or you can also terminate immediately upon notice if any of the following happen:
(a) such other party becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (as amended);
(b) such other party ceases or threatens to cease to carry on the whole or a substantial part of its business;
(c) any distress or execution shall be levied upon such other party’s property or assets;
(d) such other party shall make or offer to make any voluntary arrangement or composition with its creditors;
(e) any resolution to wind up such other party (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) shall be passed, any petition to wind up such other party shall be presented and not withdrawn or dismissed within seven days or an order is made for the winding up of such other party;
(f) such other party is the subject of a notice of intention to appoint an administrator, is the subject of a notice of appointment of an administrator, is the subject of an administration application, becomes subject to an administration order, or has an administrator appointed over it;
(g) a receiver or administrative receiver is appointed over all or any of such other party’s undertaking property or assets;
(h) any bankruptcy petition is presented or a bankruptcy order is made against such other party;
(i) an application is made for a debt relief order, or a debt relief order is made in relation to such other party;
(j) such other party is dissolved or otherwise ceases to exist; or
(k) the equivalent of any of the events described in paragraphs (a) to (j) occurs in relation to such other party under the laws of any jurisdiction.
34 A breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).
35 Termination or expiry (howsoever occurring) shall not affect either of the parties’ accrued rights or liabilities, or the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination or expiry.
Each of digi.me and you shall not be responsible for anything beyond their respective reasonable control (“Force Majeure”), except that Force Majeure shall not excuse non-payment of any amounts owed by you to digi.me.
37.1 Digi.me may make changes to the digi.me Business Terms and notify you by placing a notice on the Developer Site. However, no changes will ever be made to the digi.me Business Terms that allow digi.me to see, touch or hold user data.
37.2 If you do not agree to changes to the digi.me Business Terms, you can choose to stop using the digi.me Business Services by giving notice in accordance with the digi.me Business Terms. If you continue to use the SDK or any other digi.me Business Services after the date the revised digi.me Business Terms come into effect, you will be deemed to have accepted those revised digi.me Business Terms.
You may not resell, assign or transfer any of your rights or obligations under the digi.me Business Terms. Digi.me is permitted to assign or transfer its rights and obligations under the digi.me Business Terms by placing a notice on the digi.me Developer Site (and you agree to provide all reasonable assistance associated with any sale, assignment or transfer).
The digi.me Business Terms constitute the whole legal agreement between you and digi.me and govern your use of digi.me Business Services (excluding any services which digi.me may provide to you under a separate written agreement), and completely replaces any prior agreements between you and digi.me in relation to digi.me Business Services.
You agree that if either you or digi.me does not exercise or enforce any legal right or remedy which is contained in the digi.me Business Terms (or which is available under any applicable law), this will not be taken to be a formal waiver of digi.me’s rights and that those rights or remedies will still be available.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the digi.me Business Terms is invalid, then that provision will be removed from the digi.me Business Terms without affecting the rest of the digi.me Business Terms. The remaining provisions of the digi.me Business Terms will continue to be valid and enforceable.
You acknowledge and agree that each member of the group of companies of which digi.me is a member shall be third party beneficiaries to the digi.me Business Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the digi.me Business Terms that confers a benefit on (or rights in favour of) them. You also acknowledge and agree that each User of your Developer Apps shall be third party beneficiaries to the digi.me Business Terms and that such Users shall be entitled to directly enforce, and rely upon, any provision of the digi.me Business Terms that confers a benefit on (or rights in favour of) them. Other than these two categories of beneficiaries, no other person shall be third party beneficiaries to the digi.me Business Terms.
The digi.me Business Terms and any non-contractual obligations arising in connection with them are governed by and construed in accordance with English law, and the English courts have exclusive jurisdiction to determine any dispute arising in connection with the digi.me Business Terms, including disputes relating to any non-contractual obligations.
Version 1.2, 07 April 2019