Developer Terms of Service
Last Modified: August 31, 2025
This Developer Terms of Service constitutes a legally binding agreement between Cerve Global Ltd. (a company incorporated under the laws of England and Wales, with principal place of business at 6th Floor One London Wall, London, United Kingdom, EC2Y 5EB) and the Developer accessing the Company's API services.
Effective Date: The earliest of:
Date specified in applicable Purchase Order (PO)
Date of first registration/access to Developer Portal
Date of first API call or access
1. API Access and Use Rights
1.1 License Grant and Scope
The Company grants Developer a limited, non-exclusive, non-transferable, and non-sublicensable right to:
Access and use the API, Developer Portal, and Documentation
Access and use Platform Content solely for developing, testing, operating, and supporting Developer Applications
Key Components:
API: Proprietary application programming interface, SDKs, sample code, tools, and documentation
Platform Content: Commercial, logistics and technical data, including Supplier Data and other content
Developer Portal: Company's developer interface for accessing services
Important: Access to specific Supplier Data may require ongoing approval from the relevant Supplier. Company makes no guarantees regarding availability or approval of any specific Supplier Data.
1.2 Credentials and Account Security
Developer is fully responsible for:
Maintaining confidentiality and security of all access credentials
All activities occurring under its Credentials
Promptly notifying Company of any suspected unauthorized use or security breach
1.3 Usage Restrictions and Responsibilities
Prohibited Activities:
Exceeding applicable Usage Limits
Reselling, sublicensing, or redistributing the API or Platform Content
Embedding Platform Content without implementing reasonable anti-scraping measures
Accessing Supplier Data without explicit approval
Scraping, bulk-downloading, or systematic extraction outside intended API calls
Reverse engineering or attempting to derive source code
Using Platform Content to train AI/ML models without express written consent
Competitive evaluation or unlawful use
1.4 AI Features
Any AI-based features are subject to separate Company AI Terms and Conditions incorporated by reference.
1.5 Support and Updates
Company may provide technical support and updates at its sole discretion. Company may modify, suspend, or discontinue any part of the API or services at any time without liability.
1.6 Suspension
Company may immediately suspend access if Developer:
Breaches material terms of the Agreement
Exceeds Usage Limits
Poses security, operational, or reputational risks
Fails to pay undisputed fees
2. Intellectual Property
2.1 Company Intellectual Property
Company retains sole and exclusive ownership of:
The API and Developer Portal
All Documentation and Platform Content
All Company software, technology, and materials
No ownership rights in Platform Content are acquired by Developer through this Agreement.
2.2 Developer Intellectual Property
Developer owns its Developer Applications (excluding Company IP incorporated therein).
Developer grants Company: A worldwide, royalty-free, perpetual, irrevocable license to create aggregated, anonymized datasets from Developer's platform usage for any lawful business purpose.
2.3 Feedback
Any feedback provided to Company becomes Company's property with a worldwide, royalty-free, perpetual, irrevocable license for Company to use without obligation or compensation.
3. Confidentiality
Definition of Confidential Information
Any non-public information designated as confidential
All non-public components of API, Developer Portal, Documentation
Any non-public Platform Content and Supplier Data
Recipient Obligations
Use Confidential Information solely for Agreement purposes
Protect with at least reasonable care
Limit disclosure to employees/contractors with need-to-know basis
Survival: Confidentiality obligations survive for 5 years after termination (or indefinitely for trade secrets).
4. Service Tiers, Fees and Payment
Service Tiers
Free Tiers: Limited usage at no cost
Subscription-Based Paid Tiers: Fixed recurring fees
Usage-Based Paid Tiers: Fees based on actual usage
Payment Terms
Monthly invoicing (unless otherwise specified)
Payment due within 30 days of invoice date
Late fees: 1.5% per month on outstanding balances
All amounts exclusive of taxes (Developer responsibility)
Company may suspend API access for unpaid undisputed fees.
5. Disclaimer of Warranties
⚠️ IMPORTANT DISCLAIMER
ALL SERVICES PROVIDED "AS IS" AND "AS AVAILABLE"
Company expressly disclaims ALL warranties, including:
Merchantability and fitness for particular purpose
Title, accuracy, and non-infringement
Error-free or uninterrupted service
Data security or accuracy
Third-party content reliability
6. Limitation of Liability
NO LIABILITY FOR:
Indirect, incidental, special, exemplary, or consequential damages
Loss of profits, data, business interruption, or substitute service costs
MAXIMUM LIABILITY CAPPED AT:
Greater of: $100 USD OR total fees paid in preceding 12 months
7. Indemnification
Developer must defend and indemnify Company against all third-party claims arising from:
Developer Applications or their use of Platform Content
Developer's breach of Agreement terms
Unauthorized use of API or Platform Content
Developer's gross negligence or willful misconduct
8. Term and Termination
8.1 Term
Agreement continues until terminated per this section.
8.2 Termination by Developer
Free/Usage-Based Tiers: Terminate anytime with written notice
Subscription Tiers: Terminate at end of subscription period with 90-day notice (or as specified in PO)
8.3 Termination by Company
Free/Usage-Based Tiers: 30 days written notice
Subscription Tiers: 30 days notice before renewal
For Cause: Immediate termination for material breach or insolvency
8.4 Effect of Termination
All rights and licenses immediately cease
Return or destroy Confidential Information
Retain previously integrated Platform Content in Developer Applications only
9. Miscellaneous
Key Provisions
Independent Contractors: No partnership or agency relationship
Publicity Rights: Company may use Developer's name/logo in marketing
Assignment: Developer cannot assign; Company may assign
Governing Law: English and Welsh Law
Jurisdiction: Exclusive jurisdiction in London, England courts
Agreement Changes
Company may modify Agreement with reasonable notice. Continued use constitutes acceptance.
Force Majeure
Company not liable for delays due to circumstances beyond reasonable control.
Last Updated: August 2025
This document constitutes the complete agreement between the parties and supersedes all prior agreements relating to the subject matter herein.
