By using Fundstack’s API You agree to the API T&Cs.
These API Terms and Conditions (“Terms and Conditions”) are published by F Stack Limited (trading as Fundstack) whose registered office is at 25 Easton Street, Unit 25.03, London, WC1X 0DS (“Company”) and are effective from January the 2nd 2019 (the “Effective Date”).
By using Fundstack’s API You agree to the API T&Cs.
Further, You warrant that You have the authority to act on behalf of any person for whom You are using the Service and agree to the API T&Cs on behalf of any entity for whom you use the Service.
You acknowledge and agree that Fundstack may update the API T&Cs from time to time (an “Update”). Fundstack will notify of an Update through e-mail or a post on its website. You further acknowledge and agree that such Updates may be implemented at any time and without notice.
In order to provide the best possible experience for You Fundstack may change its API and depricate some functionality at its own discretion and timeline. You shall, within thirty (30) days from the date of an Update comply by implementing and using the most current version of the API and making any changes to Applications that may be required as a result of the update. Fundstack shall have no liability for any potential adverse effects resulting from such a change of its API.
In the event of any inconsistency or conflict between any API Permission Letters, the Standard Terms and Conditions, including the Order Form, and any otherwise agreed upon SaaS Services Agreement between Fundstack and You the terms of the SaaS Services Agreement shall prevail.
In API T&Cs the following words and expressions shall have the following meanings:
|"Authorised User"||any of Your employees who access the Service;|
|"Business Day"||each day which is not a Saturday or Sunday or a bank or public holiday in England;|
|“Confidential Information”||all information and materials provided by one party to another under or in relation to the API T&Cs which is marked confidential or is manifestly by its nature confidential;|
|"Fundstack Content"||all data, information and material owned by or licensed to Fundstack and comprised within the Service, but excluding Customer Data;|
|"Customer Data"||all data, information and material input or uploaded to the Service or transmitted through the Service by You and/or any Authorised User, including Personal Data;|
|“** Data Protection Legislation**”||the General Data Protection Regulations 2016, the Data Protection Act 2018 and any other legislation relating to the processing of personal data;|
|"Intellectual Property Rights"||patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);|
|"Order Form"||the Order Form to which the You agree when buying users either on Fundstack platform or in a separate contract;|
|“Service"||The provision of access to Fundstack fund management software platform (the “Services”);|
|“Service Capacity”||the number of Authorised Users set out on the Order Form or additional users that were added later which will be prorated in line with the Service Fees;|
|"Service Fees"||the fees set out in the Order Form;|
|"Software"||any software owned by or licensed to Fundstack and which forms part of, or is used in the provision the Service.|
|Services||The provision of access to Fundstack fund management software platform (the “Services”).|
|Service Agreement||The separate SaaS agreement between You and Fundstack covering the purchase of the Services for Your Authorised Users.|
|You||If You are entering into the API T&Cs on behalf of a company, organization or another legal entity You refers to that entity, and where the context permits, a User.|
1.2 In these API T&Cs:
(a) words in the singular include the plural;
(b) reference to a person includes a legal person (such as a limited Fundstack) as well as a natural person;
(c) clause headings are for convenience only and shall not affect the construction of these API T&Cs;
(d) reference to "including" or any similar terms in these API T&Cs shall be treated as being by way of example and shall not limit the general applicability of any preceding words; and
(e) reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation.
2.1 Subject to these API T&Cs, including the restrictions set forth in this Section, You are granted a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license to:
(a) use and make calls to the API to develop, implement and distribute Applications solely – unless otherwise permitted in writing - for use by You in connection with the API;
(b) use, reproduce, distribute, and transmit Customer Data to the extent necessary to format and display it through the Applications;
and (c) use and display Fundstack’s logo only to identify that your application originates from Fundstack;
2.2 Your Application shall not substantially replicate products or services offered by Fundstack, including, without limitation, functions or clients on platforms (such as iOS or Android) where Fundstack offers its own client or function. Subject to the preceding sentence and the parties’ other rights and obligations under these API T&Cs, each party agrees that the other party may develop and publish applications that are similar to or otherwise compete with such party’s applications. Applications may not use or access the API or a Service in order to monitor the availability, performance, or functionality of any of the API or a Service or for any similar benchmarking purposes.
2.3 Your Application shall not, in any manner, display any form of advertising use any Customer Data for advertising.
2.4 You shall not, under any circumstances, through Your Application or otherwise,
(a) repackage or resell the API, the Services, or any part thereof, API or Customer Data.
(b) create functions that are substantially the same as any of our APIs and offer it for use by third parties.
(c) use or assist a third party in using the API or any Software in such a way to circumvent the requirement of obtaining a paid Fundstack User for each individual who uses the Services, Processes data related to interactions with Users or absent a license from Fundstack otherwise, Processes data related to interactions originating from a Third Party Service that provides functionality similar to functionality provided by the Services and which would, pursuant to these API T&Cs, required an individual Fundstack User.
2.5 You will not, directly or indirectly:
(a) except to the extent permitted by law, 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 Service or the Software;
(b) interfere with, modify or disable any features, functionality or security controls of the Services or the API;
(c) use the Service or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or
(d) remove any proprietary notices or labels from the Service.
(e) permit any third party to access or use the Service or use the same on behalf of any third party (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service);
(f) not attempt to circumvent security, licence control or other protection mechanisms, or tamper with, hack into or otherwise disrupt the API, the Service or Software or any associated website, computer system, server, router or any other internet-connected device;
(h) employ any hardware, software, device or technique to pool connections or reduce the number of devices or users that directly access or use the Service (sometimes referred to as 'virtualisation', 'multiplexing' or 'pooling') in order to circumvent any restrictions on scope of authorised use contained in these API T&Cs.
2.6 You acknowledge that You are solely responsible, and that Fundstack has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Applications. Without limiting the foregoing, You will be solely responsible for
(a) the technical installation and operation of Your Application;
(b) creating and displaying information and content on, through or within Your Applications.
2.7 You will respect and comply with the technical and policy-implemented limitations of the API and the restrictions of these API T&Cs in designing and implementing Applications. Without limiting the foregoing, You shall not violate any explicit rate limitations on calling or otherwise utilizing an API.
2.8 You shall not make any modifications to any Customer Data, other than as reasonably necessary to modify the formatting of such Service Data in order to display it in a manner appropriate for the pertinent Applications.
2.9 You shall not, and shall ensure that Users shall not use the API to:
(a) upload, store, post, email, transmit or otherwise make available any content that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, or introduces viruses, worms, defects malware Malicious Software, is obscene, threatening, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable or prohibited;
(b) upload any Customer Data in that infringes the Intellectual Property Rights of any third party;
(c) impersonate any person or entity or otherwise misrepresent the You relationship with any person or entity;
(d) engage in any fraudulent activity, further any fraudulent purpose or spam any Fundstack Customers or -Users;
(e) provide false identity information;
(f) attempt to gain unauthorised access to the API, the Service or its related systems or networks;
(g) create multiple versions of Your Applications that access the Developer Platform for the same or similar usages (e.g. creating customer-specific versions of Your Applications)
(h) try to exceed or circumvent limitations on calls and use;
(i) sublicense Fundstack APIs for use by a third party;
(j) resell any Customer Data (for clarity, “resell” does not preclude you from Charging a fees for access to Your own Application, generally) or transfer any Customer Data to any third party or permit a third party access to Customer Data;
(k) access the Developer Platform for competitive purposes (including to connect to a competitive product or to create your own competitive product) or publicly disseminate performance information or analysis (including uptime, response time and/or benchmarks) relating to Fundstack APIs, and shall not permit any third party to do any of the foregoing.
3.1 In order to use and access the API, You must obtain API keys. You shall designate one contact as the responsible party for communication with Fundstack during the term of these API T&Cs (the "API Administrator"). The API Administrator may obtain and assign API keys within Your organisation. You may not share your API key with any third party, shall keep your key and all Login information secure, and shall use the key as Your sole means of accessing the API.
3.2 You shall ensure that each Authorised User shall, as a condition of being granted access to the Service, be required by the API Administrator to acknowledge the obligations on the You under these API T&Cs respecting authorised use (and restrictions on use) of the Service and agree to comply with the same. You shall immediately notify Fundstack in the event that You become aware of any breach of the terms of these API T&Cs by any Authorised User.
3.3 You shall be responsible for all access to and use of the Service by Authorised Users. You shall be responsible for ensuring the security and confidentiality of all log-on identifiers, including usernames and passwords, assigned to, or created by, You or any Authorised User in order to access or use the Service ("ID"). You acknowledge and agree that You will be solely responsible for all activities that occur under such ID. You shall promptly notify Fundstack upon becoming aware of any unauthorised access to or use of any the Service, and provide all reasonable assistance to Fundstack to bring an end to such unauthorised access or use.
4.1 You represent, warrant and covenant that the terms of service for your Application (“App Terms of Service”)will include the Mandatory Terms of Service provisions listed in Section 5.2 below (“Mandatory Service Terms”). These terms are a mandatory minimum and you may have more exhaustive App Terms of Service.
4.2 The Mandatory Service Terms:
(a) You are the licensor of the Application and Fundstack is not a party to the App Terms of Service.
(c) Users may not modify, reverse engineer, decompile or disassemble the Application in whole or in part, or create any derivative works from or sublicense any rights in the Application, unless otherwise expressly authorized in writing by You.
(d) Nothing in these API T&Cs shall cause the ownership of any Intellectual Property Rights belonging to Fundstack or You to be transferred.
5.1 You warrant that:
(a) If you have are representing an entity you have the right to enter into these API T&Cs and use the API as contemplated by these API T&Cs; and
(b) the API shall, under normal operating conditions, enable the You to enter, amend and retrieve information relating to Your investment opportunities.
5.2 If any of the warranties in clause 6.1 is breached, You must notify Fundstack as soon as possible. You must give Fundstack a reasonable time to fix the problem, including (in Fundstack's discretion) by making available a corrected version of the API or a reasonable way to work around the problem that is not materially detrimental to You and/or by re-performing any relevant services. This will be done without any additional charge to You. If You are able to do this within a reasonable time, this shall be Your sole and exclusive remedy in relation to such breach and Fundstack will, subject to clause 9.1, have no other obligation or liability in relation to such breach.
5.3 Fundstack does not control the content shared via the API and, in particular, does not control the Customer Data and, as such, Fundstack does not make or give any representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, usefulness, quality, fitness for purpose or originality of any of such content or data.
5.4 Except as expressly set out in these API T&Cs and subject only to clause 9.1, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the Service (including any Fundstack Content) or to anything supplied or provided by Fundstack under these API T&Cs. In particular, Fundstack does not warrant that the operation of the Service will be uninterrupted, contaminant-free or error-free, or that they will meet Your requirements.
5.5 You acknowledge that the Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Fundstack or by third-party providers, or because of other causes beyond Fundstack’s reasonable control.
5.6 Fundstack does not warrant that the Service will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the API.
6.1 Nothing in these API T&Cs shall cause the ownership of any Intellectual Property Rights belonging to one party to be transferred to the other.
6.2 Fundstack and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in Fundstack's brands, trade marks and logos, the Service (including the Company Content but excluding the Customer Data) and the Software. Except as expressly permitted in writing, You may not use any of Fundstack's Intellectual Property Rights without Fundstack's prior written consent.
6.3 You shall promptly bring to the attention of Fundstack any improper or wrongful use of any Intellectual Property Rights of Fundstack which comes to You notice. You shall assist Fundstack in taking all steps to defend Fundstack's Intellectual Property Rights, but not institute legal proceedings of Your own accord.
6.4 You shall, as between the parties, remain the owner of all Intellectual Property Rights in the Customer Data. You grant to Fundstack, free of charge, a royalty-free, worldwide, non-exclusive licence to use the Customer Data only to such extent as is necessary to enable Fundstack to provide the Service and to perform its obligations under these API T&Cs. You warrant that You own the Customer Data and/or is otherwise entitled to grant the foregoing licence. If these API T&Cs are terminated, the foregoing licence will automatically terminate.
7.1 Fundstack shall indemnify You against all damages and legal costs finally awarded against You by a court of competent jurisdiction and/or amounts paid by You further to a final settlement approved by Fundstack, as a result of any claim by a third party that Your access and use, in accordance with these API T&Cs, of the API infringes the Intellectual Property Rights of any third party.
7.2 If Your access or use, in accordance with the terms of these API T&Cs, of the API is, or in Fundstack's reasonable opinion is likely to become enjoined as a result of a claim for which Fundstack is obliged to indemnify You further to clause 7.1, then Fundstack shall, at its sole option, and at its own cost and expense, make all reasonable efforts, as soon as reasonably possible to:
(a) procure for You the continuing right to access and use the Service, in accordance with these API T&Cs, without infringement; or
(b) replace or modify the Service with software and/or services of substantially equivalent specification so as to avoid the infringement;
and provided Fundstack does so, it shall have no further liability to You in respect of the infringement claim.
7.3 The indemnity in clause 8.1 shall be conditional upon:
(a) You promptly notifying Fundstack in writing of any claim in respect of which Fundstack are obliged under these API T&Cs to indemnify and of which You have notice (an "Indemnified Claim");
(b) You not admitting any liability or agreeing to any settlement or compromise of an Indemnified Claim without the prior written consent of Fundstack;
(c) Fundstack being, at any time from notification in accordance with clause 7.3(a), at Fundstack's request, cost and expense, entitled to assume exclusive conduct of the Indemnified Claim (which shall include the right to conduct any proceedings or action in relation to, negotiate the settlement of, and to conduct all discussions and dispute resolution efforts in connection with the Indemnified Claim, provided that no settlement of a claim which would involve any admission of fault or liability on Your part shall be entered into without Your prior written consent); and
(d) You, at Fundstack's request, cost and expense, giving Fundstack all reasonable assistance in connection with the conduct of the Indemnified Claim.
7.4 You shall indemnify Fundstack against all loss or damage that Fundstack incurs or suffers however arising as a result of or in connection with:
(a) any Customer Data;
(b) use of the upload API endpoint; and/or
(c) any claim by a third party as a result of Your or Your users use of the Service outside of the terms of these API T&Cs.
8.1 Nothing in these API T&Cs limits or excludes either party's liability:
(a) for death or personal injury caused by its negligence;
(b) for fraudulent misrepresentation or for any other fraudulent act or omission;
(c) to pay sums properly due and owing to the other in the normal course of performance of these API T&Cs; and/or
(d) for any other liability which may not lawfully be excluded or limited.
8.2 Subject to clause 9.1, Fundstack shall not be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any:
(a) loss of profit;
(b) loss of sales, turnover, revenue or business;
(c) loss of customers, contracts or opportunity;
(d) loss of or damage to reputation or goodwill;
(e) loss of anticipated savings;
(f) loss of any software or data;
(g) loss of use of hardware, software or data;
(h) loss or waste of management or other staff time; or
(i) indirect, consequential or special loss arising out of or relating to these API T&Cs whether or not advised of the possibility of such losses.
8.3 Subject to clause 9.1, Fundstack shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of any:
(a) use of the Service except for its normal intended purpose;
(b) adaptation or modification of the Service, or integration or combination with any other equipment, software, services or material not supplied by Fundstack, You or a third party authorised by Fundstack;
(c) compliance by Fundstack with any design, specification or instructions provided by You or on Your behalf;
(d) any Customer Data.
8.4 Subject to clauses 9.1 and 9.2, Fundstack's total liability arising out of or relating to these API T&Cs or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited, in respect of each Contract Year, to the total Services Fees paid by You under Your Service Agreement during such Contract Year.
9.1 Subject to clause 10.2, each party shall:
(a) keep confidential all Confidential Information of the other party which it receives in connection with these API T&Cs;
(b) apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information;
(c) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, these API T&Cs;
(d) not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and sub-contractors on a 'need to know' basis as strictly required for the purposes of these API T&Cs and subject to each such person being bound by an obligation of confidentiality equivalent to this clause 10); and
(e) promptly, upon request and, in any event, upon termination of these API T&Cs (for whatever reason), return to the other party all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.
9.2 Confidential Information shall not include any information that the recipient can establish:
(a) was publicly known and made generally available in the public domain prior to the time of disclosure;
(b) becomes publicly known and made generally available after disclosure b through no breach of these API T&Cs or any other contractual obligation;
(c) is already known by or legally in the possession of the recipient at the time of disclosure; and/or
(d) is lawfully disclosed to the recipient, without confidentiality obligation, by a third party.
9.3 Either party may disclose the other's Confidential Information to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).
9.4 You acknowledge and agree that the Service (including Fundstack Content but excluding Customer Data) and Software and the terms of these API T&Cs including, in particular, the pricing, constitute Confidential Information of Fundstack. Fundstack acknowledges and agrees that the Customer Data constitutes Confidential Information.
9.5 Notwithstanding anything to the contrary, Fundstack shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Fundstack will be free to:
(a) use such information and data to improve and enhance the API and for other development, diagnostic and corrective purposes in connection with the API and other Fundstack offerings, and
(b) disclose such data solely in aggregate or other de-identified form.
10.1 In this clause 11, "process", "personal data", "data controller" and "data processor" will have the same meanings as set out in the Data Protection Legislation.
10.2 Each party will:
(a) obtain and maintain all appropriate registrations and consents under the Data Protection Legislation in order to allow that party to perform its obligations under these API T&Cs;
(b) process personal data in accordance with the Data Protection Legislation; and
(c) use its reasonable efforts to make sure no act or omission by it, its employees, contractors or agents results in a breach of the obligations of either party under the Data Protection Legislation.
10.4 The parties agree that Fundstack is the processor of any personal data in the Customer Data such as names and contact details for Your network of contacts. Accordingly, You warrant and represent that You have the right to upload the personal data contained in the Customer Data to the Service. In addition, as processor, Fundstack shall:
(a) process the personal data only to provide the Service otherwise on Your written instructions, which may be specific instructions or standing instructions of general application;
(b) take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of or damage to the personal data;
(c) at Your request and choice either deliver up or delete the personal data from its systems on termination of the Service;
(d) ensure that individuals processing the personal data for Fundstack are subject to a duty of confidence in relation to the personal data;
(e) assist You in providing subject access and allowing data subjects to exercise their rights under Data Protection Legislation;
(f) assist You in meeting its legal obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments;
(g) submit to audits and inspections by You to ensure that Fundstack is complying with its obligations under this clause subject to reasonable notice and during Fundstack’s working hours; and
(h) notify You if Fundstack is requested to take any action in breach of any Data Protection Legislation.
10.5 The Customer agrees that in order to provide the Service, the Company may engage sub-processors from time to time to process personal data in the Customer Data. At the request of You, the Company shall provide details of such sub-processors and any changes to the identity of a sub-processor. The Company shall engage sub-processors under a written agreement with obligations equivalent to those set out under GDPR.
11.1 While Fundstack may provide you with support or modifications of the API, we are not obligated to do so and have no obligation to fix or respond to errors you may encounter. In our discretion and without liability to You, Fundstack may
(a) add, remove or modify any features of the API;
(b) impose additional eligibility requirements or restrictions for access to the Developer Platform;
(c) or discontinue the Developer Platform.
If we modify the API, You shall, within thirty (30) days from the date of the Modification (Modification) comply by implementing and using the most recent version of the API and making any changes to Applications that may be required as a result of the update. Fundstack shall have no liability for any potential adverse effects resulting from such a Modification. We typically make these changes as part of our overall Developer Platform program and may not be able to provide you with individual notice of the changes.
12.1 Neither party will be liable to the other for any failure or delay in performing its obligations under these API T&Cs which arises because of any circumstances which it cannot reasonably be expected to control (which shall include Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving personnel of Fundstack or a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery or breakdown in machinery, or interruption or failure of the Internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing, but shall not include shortage or lack of available funds on Your part), provided that it
(a) notifies the other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects;
(b) uses reasonable efforts to mitigate the effects of the circumstances so as to minimise or avoid any adverse impact on the other; and
(c) uses reasonable efforts to resume performance as soon as reasonably practicable.
13.1 All notices under these API T&Cs 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.
13.2 Unless the parties expressly agree otherwise in writing, if a party:
(a) fails to exercise or delays exercising or only exercises partially any right or remedy provided under these API T&Cs or by law; or
(b) agrees not to exercise or to delay exercising any right or remedy provided under these API T&Cs or by law;
then that party shall not be deemed to have waived and shall not be precluded or restricted from further exercising that or any other right or remedy.
13.3 No agency, partnership, joint venture, or employment is created as a result of these API T&Cs and neither party has any authority of any kind to bind the other party in any respect whatsoever.
13.4 If any provision of these API T&Cs is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these API T&Cs will otherwise remain in full force and effect and enforceable.
13.5 These API T&Cs are not assignable, transferable or sub-licensable by You except with Fundstack’s prior written consent. Fundstack may transfer and assign any of its rights and obligations under these API T&Cs without consent.
13.6 A person who is not a party to these API T&Cs shall not have any rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
13.7 Each party shall at all times ensure that it complies with the terms of the Bribery Act 2010 and that it does not commit (or procure the commission of) any breach of that Act.
13.8 These API T&Cs are 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 these API T&Cs. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Provided always that nothing in this clause 14.8 will operate to limit or exclude any liability for fraud or fraudulent misrepresentation, no other representations or terms shall apply or form part of these API T&Cs and each party acknowledges that it has not been influenced to enter these API T&Cs by, and shall have no rights or remedies (other than for breach of contract) in respect of, anything the other party has said or done or committed to do, except as expressly recorded in these API T&Cs.
13.9 These API T&Cs are governed by the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with these API T&Cs or its subject matter, but Fundstack is also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its Intellectual Property Rights.