Developer Terms of Service
Last Modified: August 2025
These Developer Terms of Service (this “Agreement”) constitute a legally binding agreement between Cerve Global Ltd., a company incorporated under the laws of England and Wales with its principal place of business at 6th Floor One London Wall, London, United Kingdom, EC2Y 5EB (the “Company”), and the individual or legal entity (the “Developer”, “you” or “your”) that either (a) executes or is identified in a purchase order, proposal, or similar commercial document referencing this Agreement (each, a “PO”), (b) registers for or accesses the Company’s developer portal or other designated interface (the “Developer Portal”), or (c) first makes any API call to or otherwise accesses the Company’s API (as defined below) (Company and Developer each, a “Party”, and together, the “Parties”).
If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind such entity.
The Company provides a proprietary application programming interface, associated software development kits (SDKs), sample code, tools, and related documentation (collectively, the “API”) that allow Developers to access certain commercial, logistics and technical data, including data provided by suppliers using the Company’s platform (each, a “Supplier” and the “Supplier Data”, respectively) and other content and data made available by the Company or its partners, including but not limited to aggregated, enriched, or standardized data (collectively, “Platform Content”), for use in Developer’s own applications and services (each, a “Developer Application”), subject to the access permissions granted by the relevant Supplier or by Company.
This Agreement, together with any applicable PO, governs your access to and use of the API, the Developer Portal, and any Platform Content accessed therethrough. Your specific access rights, service tiers, any applicable fees (“Fees”), and usage limitations (“Usage Limits”) may be further detailed in an applicable PO or on the Developer Portal.
This Agreement becomes effective on the earliest of (i) the date specified in an applicable PO, (ii) the date you first register for or access the Developer Portal, or (iii) the date you first make any API call or otherwise access or use the API (the “Effective Date”). By taking any of these actions, you confirm that you have read, understood, and agree to be bound by this Agreement and by our [Privacy Policy] which is incorporated by reference.
API Access and Use Rights
1.1.License Grant and Scope. Subject to Developer’s continuous compliance with this Agreement, Company grants Developer a limited, non-exclusive, non-transferable, and non-sublicensable right, during the Term (as defined below), to (a) access and use the API, the Developer Portal and documentation made available by Company (the “Documentation”), and (b) access and use Platform Content solely to develop, test, operate, and support Developer Applications in accordance with this Agreement (the “Permitted Purpose”). Developer acknowledges that its access to specific Supplier Data may be subject to obtaining and maintaining ongoing approval from the relevant Supplier, typically via functionalities within the Developer Portal or as otherwise designated by Company, and Company makes no guarantees regarding the availability or approval of any specific Supplier Data. For avoidance of any doubt, Developer is solely responsible for its Developer Application(s), including their development, operation, maintenance, security, and compliance with all applicable laws and third-party rights.
1.2.Credentials and Account Security. Developer is responsible for maintaining the confidentiality and security of all access credentials, including, without limitation usernames, passwords, and API keys, issued or registered in connection with its access to the API and/or the Developer Portal (the “Credentials”). The Developer accepts full responsibility and liability for all activities occurring under its Credentials and must promptly notify the Company in writing of any suspected unauthorized use or security breach.
1.3.Usage Restrictions and Responsibilities. Developer shall ensure that neither it nor anyone on its behalf access or use the API, Developer Portal, Documentation or any Platform Content except for the Permitted Purpose and in full compliance with all applicable laws and this Agreement.
Without limiting the foregoing, Developer shall not, and shall ensure its employees, contractors, and any other party acting on its behalf do not (a) use the API, Developer Portal, Documentation or Platform Content in any manner that exceeds applicable Usage Limits, (b) resell, sublicense, lease, distribute, or otherwise provide or make available the API, Developer Portal, Documentation or Platform Content (except to end users of its Developer Application as implicitly permitted by Section 1.3(c)), (c) embed or display Platform Content within a Developer Application, unless Developer implements reasonable technical and contractual measures designed to prevent scraping, bulk extraction, or direct download of such Platform Content by end users or other third-parties, (d) access or attempt to access any Supplier Data for which Developer has not received explicit approval from the applicable Supplier (where such approval is required by Company or the Supplier), (e) scrape, bulk-download, or attempt to systematically extract Supplier Data or Platform Content other than through intended API calls as permitted by and in accordance with the API and Usage Limits ,(f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the API, Developer Portal, Documentation or any Company software or technology, (g) interfere with, disrupt, attempt unauthorized access to, introduce malicious code into, or compromise the security or integrity of the API or Developer Portal, (h) use Platform Content to train, develop, or improve any machine-learning or artificial-intelligence model, whether for internal or external use, without Company’s express prior written consent (i) remove or obscure any proprietary notices on or within the API, Developer Portal, Documentation or any Platform Content, or (j) use the API, Developer Portal, Documentation or Platform Content for competitive evaluation or in violation of any applicable law or regulation, or in a manner that infringes or misappropriates the rights of any third party (including intellectual property, privacy, or publicity rights), or to transmit any unlawful, harmful, or objectionable content.
1.4.AI Features. To the extent that Developer enabled any AI-based features made available by Company as part of the API or Developer Portal, such use shall be subject to the Company AI Terms and Conditions, which are incorporated herein by reference and form an integral part of this Agreement.
1.5.Support and Updates. The Company may, at its sole discretion, provide Developer with technical support, updates, upgrades, or other modifications to the API and/or Developer Portal from time to time. The Company shall determine the form, timing, and scope of any such support or updates in its sole discretion and may modify, suspend, or discontinue any part of the API, Developer Portal, Documentation and/or Platform Content (including support services) at any time without liability.
1.6.Suspension. The Company may suspend or terminate Developer’s or any of its Credentials’ access to the API, Developer Portal, Documentation or Platform Content, in whole or in part, immediately and without prior notice or liability, if Company reasonably determines that Developer (or its Developer Application or end users) (a) has breached any material term of this Agreement, (b) has exceeded applicable Usage Limits, (c) poses a security, operational, or reputational risk to Company, the API, Suppliers, or other Developers, or (d) has failed to pay undisputed Fees due under any applicable PO.
Intellectual Property
2.1.Company Intellectual Property. Company (and its licensors, where applicable) is and shall remain the sole and exclusive owner of all rights, title, and interest in and to the API, Developer Portal, Documentation, all Platform Content and all Company software, technology, tools, methodologies, and materials provided or made available by Company in connection with this Agreement (collectively, “Company Intellectual Property”). Except for the limited license expressly granted to Developer in Section 1.1 of this Agreement, no other rights or licenses in or to any Company Intellectual Property are granted to Developer, whether by implication, estoppel, or otherwise. For the avoidance of doubt, Developer acquires no ownership rights in any Platform Content by virtue of this Agreement or its use of the API.
2.2.Developer Intellectual Property. As between the Parties, subject to Company’s rights in the Company Intellectual Property, Developer owns all rights, title, and interest, including all Intellectual Property Rights, in and to its Developer Application(s), excluding any Company Intellectual Property incorporated therein or accessed therethrough. Developer hereby grants Company and its affiliates a worldwide, royalty-free, perpetual, irrevocable, non-exclusive and sublicensable license to create aggregated, anonymized, or otherwise de-identified datasets based Developer ‘s use of the Platform and Developer Portal which may include may include without limitation, access logs, sessions replays, clickstream, errors, and crashes and to use, commercialize, and distribute such data for any lawful business purpose.
2.3.Feedback. If Developer or any one on its behalf provides Company with any suggestions, ideas, improvements, recommendations, or other feedback regarding the API, Developer Portal, Documentation or any other Company products or services (collectively, “Feedback”), Developer hereby grants Company a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose, without any obligation, attribution, or compensation to Developer. Developer represents and warrants that it has all necessary rights to grant such a license for any Feedback provided.
2.4.No Other Licenses. Except as expressly set forth in this Agreement, no license or other rights in or to any intellectual property of either Party are granted to the other Party, whether by implication, estoppel, or otherwise. All rights not expressly granted herein are reserved.
Confidentiality
3.1.Definition. “Confidential Information” means any non‑public information disclosed by a Party (the “Discloser”) to the other Party (the “Recipient”) that is designated as confidential or that a reasonable person should understand is confidential given the nature of the information and the circumstances of disclosure. Without derogating from the generality of the above, Company’s Confidential Information shall include, without limitation, any non-public components of the API, Developer Portal, Documentation, Company Intellectual Property, and any non‑public Platform Content (including any Supplier Data). Confidential Information does not include information that (i) becomes public without breach of this Agreement, (ii) was already lawfully known to Recipient, (iii) is received from a third-party free of confidentiality obligation, or (iv) is independently developed without reference to Discloser’s Confidential Information.
3.2.Obligations. Recipient shall (a) use Confidential Information solely to exercise its rights or perform its obligations under this Agreement, (b) protect Confidential Information with at least reasonable care, and (c) disclose Confidential Information only to its employees, affiliates, and contractors with a need to know and who are bound by confidentiality obligations at least as protective as these terms.
3.3.Compelled Disclosure. Recipient may disclose Confidential Information when required by law or valid court order, provided that (to the extent legally permitted) it gives Discloser prompt notice to seek protective relief.
3.4.Return or Destruction. Upon termination of this Agreement or upon the Discloser’s request, the Recipient shall return or destroy all Confidential Information in its possession or control, except as required to comply with applicable legal or regulatory obligations.
3.5.Survival. The obligations in this Section 3 survive for five (5) years after termination of the Agreement; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, such obligations shall continue for as long as such information remains a trade secret.
Service Tiers, Fees and Payment
4.1.Service Tiers and Fees. Developer’s access to and use of the API, Platform Content, or specific functionalities may be offered under various service tiers, potentially including free tiers with limited usage (“Free Tiers”) and paid tiers (“Subscription-Based Paid Tiers” and/or “Usage-Based Paid Tiers”, and together “Paid Tiers”) subject to applicable Fees. The specific features, services, applicable Fees, and any associated limitations on Usage Limits for Developer’s chosen service tier will be set forth in the applicable PO or on Developer Portal. The Company may modify its service tiers, Fees, Usage Limits, or payment models from time to time upon reasonable prior notice to Developer (e.g., via email or the Developer Portal). For Developers on a Subscription-Based Paid Tier, Fee changes will generally apply upon renewal. If Developer does not agree to such changes, Developer’s sole remedy is to terminate its use of the relevant Paid Tier prior to the changes taking effect.
4.2.Invoicing and Payment Terms. If a Developer subscribes to a Subscription-Based Paid Tier or incurs Usage-Based Paid Tier, Developer agrees to pay all Fees as set forth in the applicable PO or on Developer Portal. Unless otherwise specified in the applicable PO, all Fees shall be invoiced monthly and payable within thirty (30) days of the invoice date. All amounts are exclusive of applicable taxes, which shall be borne by Developer, except for taxes based on Company’s net income.
4.3.Late Payments. Any undisputed fees not paid by Developer by the due date shall be subject to a late fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. The Company may, without limiting its other rights and remedies, suspend API access if Developer fails to pay any undisputed fees when due.
Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE API, DEVELOPER PORTAL, DOCUMENTATION, ALL PLATFORM CONTENT, AND ANY OTHER SERVICES, MATERIALS OR INFORMATION PROVIDED BY COMPANY ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON‑INFRINGEMENT.
COMPANY DOES NOT WARRANT THAT THE API OR ANY DATA MADE AVAILABLE THROUGH THE API WILL BE ERROR‑FREE, UNINTERRUPTED, SECURE, MEET DEVELOPER’S REQUIREMENTS, OR THAT DATA STORED OR TRANSMITTED VIA THE API WILL BE SECURELY MAINTAINED OR THAT NO LOSS OR CORRUPTION OF DATA WILL OCCUR. NOR DOES COMPANY WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY DATA, REPORTS, OR RESULTS OBTAINED FROM OR THROUGH THE API.
COMPANY FURTHER DISCLAIMS ALL RESPONSIBILITY FOR ANY THIRD‑PARTY CONTENT, DATA, OR SERVICES ACCESSED THROUGH OR USED IN CONJUNCTION WITH THE API.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY AND ITS AFFILIATES BE LIABLE TO THE DEVELOPER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR PLATFORM CONTENT, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITY, OR COST OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
COMPANY’S AND ITS AFFILIATES’ TOTAL CUMULATIVE LIABILITY TO DEVELOPER AND ITS AFFILIATES FOR ALL CLAIMS AND DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE GREATER OF (I) ONE HUNDRED BRITISH POUND (GBP£100.00) OR (II) IF APPLICABLE, THE TOTAL FEES ACTUALLY PAID BY DEVELOPER TO COMPANY UNDER THE SPECIFIC PO GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
Indemnification
Developer shall defend, indemnify, and hold harmless Company, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all third-party claims, actions, suits, proceedings, demands, liabilities, damages, losses, costs, and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Claims”) arising out of or relating to (a) Developer Application, including, without limitation, any Claim that a Developer Application or Developer’s use of Platform Content therein infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, or other right of any third party, or violates any applicable law, (b) Developer’s breach of any term, condition, representation, or warranty of this Agreement, (c) Developer’s or anyone on its behalf use of the API, Developer Portal, or Platform Content in a manner not authorized by this Agreement or in violation of applicable law, or (d) any gross negligence or willful misconduct by Developer or anyone on its behalf.
Term and Termination
8.1.Term. This Agreement commences on the Effective Date and shall continue in full force and effect until terminated in accordance with this Section 9 (the “Term”).
8.2.Termination for Convenience by Developer. For Free Tiers or Usage-Based Paid Tiers, the Developer may terminate this Agreement at any time by ceasing all use of the API and Platform Content providing written notice to Company, or by closing its account via the Developer Portal, if such functionality is available. If on a Usage-Based Paid Tier, the Developer will remain responsible for any Fees accrued up to the effective date of termination. For Subscription-Based Paid Tiers, Developer may terminate its subscription effective at the end of the then-current pre-paid subscription period by providing Company with written notice. Such notice must be provided within the timeframe specified in the applicable PO, or, if no such timeframe is specified in the PO, at least ninety (90) days prior to the end of such period. No refunds will be provided by the Company for any partial subscription periods or unused services.
8.3.Termination for Convenience by Company. For Free Tiers or Usage-Based Paid Tiers, Company may terminate this Agreement or Developer’s access to such tiers for any reason or no reason by providing Developer with at least thirty (30) days prior written notice. For Subscription-Based Paid Tiers, the Company may elect not to renew Developer’s subscription by providing written notice at least thirty (30) days prior to the end of the then-current subscription period. Company may also modify, suspend, or discontinue the API or any part thereof as provided under this Agreement.
8.4.Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party (a) materially breaches this Agreement and fails to cure such breach within ten (10) days after receiving written notice thereof, or (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
8.5.Effect of Termination. Upon any termination or expiration of this Agreement (a) all rights and licenses granted to Developer hereunder shall immediately cease, and Company may disable or suspend Developer’s access to the API and/or any part thereof, and (b) each Party shall, upon the other Party’s request, return or destroy (at the requesting Party’s option) all Confidential Information of the other Party in its possession or control, subject to the retention rights specified in this Agreement. Notwithstanding the foregoing, Developer may retain and continue to use Platform Content that was already accessed and lawfully integrated into its Developer Applications prior to the effective date of termination or expiration, solely as embedded in such applications and subject to the ongoing compliance with this Agreement’s usage restrictions. Developer may not extract, redistribute, or otherwise make new or separate use of such content following termination.
8.6.Survival. The following Sections shall survive any termination or expiration of this Agreement: 2.2 (License Grant), 2 (Intellectual Property), 3 (Confidentiality), 4 (Privacy and Data Security), 5 (Service Tiers, Fees and Payment) with respect to unpaid amounts, 6 (Disclaimers of Warranties), 7 (Limitation of Liability), 8 (Indemnification), 9.6 (Survival), 10 (Miscellaneous), and any other provisions that by their nature are intended to survive.
Miscellaneous
9.1.Relationship of the Parties. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties. Each Party is an independent contractor.
9.2.Third‑Party Services. The API may integrate with or provide access to third‑party services, content, or data (“Third‑Party Services”). Developer’s use of any Third‑Party Service is subject to the applicable third‑party terms, and Company disclaims all liability arising therefrom.
9.3.Publicity Rights. Unless otherwise agreed in writing, the Company may use Developer’s name, logo, and standard brand assets to identify Developer as a user of the API in its marketing materials, customer lists, case studies, website, and presentations.
9.4.Force Majeure. The Company shall not be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, pandemics, strikes, or governmental actions.
9.5.Assignment. Developer may not assign or transfer this Agreement, in whole or in part, without Company’s prior written consent. Company may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.
9.6.Entire Agreement. This Agreement, together with any document incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, with respect thereto.
9.7.Amendments and Modifications. Company reserves the right to modify or amend this Agreement from time to time by posting the amended Agreement on its website or by providing Developer with reasonable notice of the changes (e.g., via email or notification through the Developer Portal). Developer’s continued access to or use of the API or any part thereof after the effective date of such changes will constitute Developer’s acceptance of the amended Agreement. If Developer does not agree to the amendments, Developer must cease all use of the API and may terminate this Agreement in accordance with its terms. No other amendment or modification of this Agreement shall be effective unless it is in writing and signed by an authorized representative of each Party.
9.8.Enforceability. In the event that any provision of this Agreement is invalid or unenforceable under any law, such provision shall be totally ineffective to that extent, but the remaining provisions of this Agreement will be unaffected.
9.9.No Waiver. No delay or omission on the part of the Company in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion shall not be construed as a bar to or a waiver of any right on any future occasion.
9.10.Notices. All notices under this Agreement must be in writing and deemed given when delivered by hand, emailed (with confirmation of transmission), confirmed overnight courier, or certified mail (return receipt requested) to the addresses set forth on the applicable PO or to such other address that may be designated by the receiving Party in writing.
9.11.Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the laws of England and Wales, without regard to its conflict‑of‑laws principles. The Parties submit to the exclusive jurisdiction of the courts located in London, England to resolve any dispute arising out of or relating to this Agreement.
