Third Party Developer Terms of Use | Metro Bank Developer Portal

TERMS OF USE

INTRODUCTION
1. The Metro Bank API Sandbox ("Sandbox") is an online portal operated and made available by Metro Bank PLC with company number 6419578) ("Metro Bank"). Metro Bank is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority. The Sandbox allows users to access certain information, materials and content relating to application programming interfaces operated by Metro Bank ("Sandbox Materials") where permitted in accordance with these Terms of Use.
2. In these Terms of Use the term "You" refers to: (i) any individual(s) accessing or using the Sandbox, Sandbox Materials and/or any API(s) other than for and on behalf of another legal entity, and (ii) each legal entity (whether a company, limited liability partnership, or other legal person of any kind) accessing or using the Sandbox and/or Sandbox Materials. The term "Your" shall be interpreted accordingly.
3. These terms and conditions ("Terms of Use") govern Your use of the Sandbox, and Sandbox Materials. They affect Your legal position so please read them carefully and print and retain a copy. You must agree to these Terms of Use in order to use the Sandbox and/or Sandbox Materials. You are required to agree to these Terms of Use in order to register an Account. Accessing and/or using the Sandbox and/or Sandbox Materials constitutes acceptance to be bound by these Terms of Use.
4. Metro Bank may change these Terms of Use at any time. Any new Terms of Use will be made available on the Sandbox homepage and will bind You from the date they are posted and must be accepted prior to continued use of an Account and/or the APIs. You therefore agree to check regularly for updates. If You do not agree to the updated Terms of Use, You will not be able to access Your Account and will not be able to exercise any of the rights described in these Terms of Use.
5. Metro Bank's Privacy Policy ("Privacy Policy") describes how Metro Bank collects and processes personal data. By entering into these Terms of Use You agree to the practices described in Metro Bank's Privacy Policy.
6. Clause 18 (Interpretation) below sets out the meanings of words and phrases used in these Terms of Use.
7. Prior to any live use of any API You must complete all such additional registration and approval processes as Metro Bank may require from time to time and You must have first entered into separate API user agreement with Metro Bank permitting such use. These Terms of Use do not permit any live use of an API.
8. Should you wish to discuss the use of the Sandbox or APIs with us please contact us. Metro Bank welcomes enquiries concerning innovative product propositions.
USER PROFILE
1. By setting up an Account and/or otherwise entering into these Terms of Use, You confirm that:
  1. You access and the Sandbox, Sandbox Materials and/or APIs in the capacity of a business and not a consumer.
  2. You are duly empowered to enter into these Terms of Use;
2. You are not permitted to use the Sandbox, Sandbox Materials and/or APIs pursuant to these Terms of Use if you are acting in the capacity of a consumer.
API CATEGORIES
1. Metro Bank may categorise an API as a Public API or Private API.
  1. Metro Bank categorises APIs as Public APIs where the API allows access to certain general information relating to Metro Bank's business, but does not allow access to account or customer information or the ability to initiate a payment or access any sensitive information.
  2. Metro Bank categorises APIs as Private APIs where the API allows access to access to account or customer information or the ability to initiate a payment or access sensitive information.
2. The APIs operated by Metro Bank from time to time and their categorisation may be indicated in the Sandbox Materials and/or on Metro Bank website.
USER ACCOUNTS
1. In order to use the Sandbox and the Sandbox Materials You must complete the then-current Account registration process operated by Metro Bank and obtain all required approvals from Metro Bank. You must ensure that all information You provide to Metro Bank in connection with the Account registration process is complete and accurate in all respects. Where any information that You provide to Metro Bank ceases to be correct, You must provide corrected information to Metro Bank immediately. All Account registrations are subject to the approval of Metro Bank and Metro Bank may decline the registration of any Account in its absolute discretion.
2. Metro Bank may alter its processes in relation to Account registration or impose additional requirements to maintain Your Account at any time in Metro Bank's absolute discretion.
3. You accept full responsibility for all uses of Your Account. The Account may only be accessed and operated by your Named Users subject to these Terms of Use. You must employ and regularly change a strong password for Your Account and You must ensure that your account login details are kept secure and confidential. You must not disclose your account login details to any third party. If You become aware of any disclosure or unauthorised use of Your Account login details You must immediately inform Metro Bank.
USAGE REQUIREMENTS
1. You must at all times:
  1. Comply with all applicable laws and regulations and, without limiting the foregoing, adhere to all applicable rules, guidance and directions issued by the FCA and/or any other competent Regulator;
  2. Hold all licences, consents and permissions necessary to operate Your business, including without limitation, all necessary authorisations from the FCA and any other competent Regulator;
  3. Comply with Metro Bank's acceptable usage requirements from time to time in relation to any use of the Sandbox and/or the Sandbox Materials, and without limiting the foregoing, You shall not
    1. Circumvent or seek to circumvent any security measures deployed in relation to the Sandbox, the Sandbox Materials and/or APIs;
    2. Use the Sandbox and/or Sandbox Materials for any purpose other than bona fide development activities in relation to the APIs; or
    3. Transmit any virus or malicious code to the Sandbox, the Sandbox Materials and/or APIs.
2. You shall comply with all other Metro Bank Policies and Procedures notified to you from time to time in connection with Your use of the Sandbox and/or the Sandbox Materials.
3. Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms of Use You shall not:
  1. copy, modify, duplicate, create derivative works from, frame, mirror, republish, display, transmit, or distribute all or any portion of the Sandbox, the Sandbox Materials or any of the APIs in any form or media or by any means; or
  2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Sandbox or APIs; or
  3. extract any content from or remove any notices or disclaimers from any Sandbox Materials; or
  4. license, sell, rent, lease, transfer, distribute, display, disclose, or make available to any third party the Sandbox or Sandbox Materials or APIs; or
  5. allow any third party to access the Sandbox or Sandbox Materials or APIs via Your Account or information technology infrastructure (save to the limited extent permitted under clause 6.2).
INTELLECTUAL PROPERTY
1. Provided You have successfully registered an Account, and subject to Your compliance with these Terms of Use, Metro Bank grants to You a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to permit your Named Users to access and use the Sandbox and the Sandbox Materials only in relation to those APIs for which Your Account has been registered and solely in accordance with these Terms of Use.
2. Your Named Users may include independent contractors engaged by You to the extent that such contractors require access to the Sandbox and Sandbox Materials in order to deliver services to You relating to the APIs and provided that You procure that such contractors comply with these Terms of Use in all respects.
3. Metro Bank may, by notice to You, impose usage metrics from time to time in respect of Your use of the Sandbox and the Sandbox Materials (for example, and without limitation, maximum numbers of Named Users, transaction limits, or limits on volumes of data submitted) and You agree to adhere to all such metrics that may be imposed from time to time by Metro Bank.
4. The Sandbox and Sandbox Materials are owned by Metro Bank and/or its licensors. Save as expressly provided in these Terms of Use, You shall not obtain any right title or interest in or to the Sandbox, Sandbox Materials, APIs or any Intellectual Property Rights of Metro Bank or its Affiliates. You may not display or use the trade marks, trade names, logos, or any other Intellectual Property Rights of Metro Bank or its Affiliates unless you have Metro Bank's prior written consent, and then solely in accordance with Metro Bank's specifications and requirements.
5. You grant to Metro Bank and its Affiliates a perpetual, irrevocable, sublicensable, transferable worldwide, non-exclusive licence to use, store, reproduce, distribute, and otherwise deal in any manner with any User Content.
6. Metro Bank may terminate all or any of the licences and rights granted by Metro Bank under this clause 6 at any time in its absolute discretion by notice to You.
USER CONTENT
1. Metro Bank may in its absolute discretion remove or delete from the Sandbox, or suspend access to, any User Content within the Sandbox. Metro Bank may exercise this right, for example and without limitation, where any User Content is suspected to breach these Terms of Use or constitute a security threat.
PERSONAL DATA
1. Where You submit personal data to the Sandbox, this shall be processed by Metro Bank in accordance with its Privacy Policy.
2. You shall ensure that You have all necessary consents and lawful grounds to disclose to Metro Bank and permit the processing of any such personal data by Metro Bank and its subcontractors and Affiliates pursuant to these Terms of Use.
INDEMNITY
1. You agree to indemnify, defend and hold harmless Metro Bank and its Affiliates, and the respective officers, directors, employees, and agents of Metro Bank and its Affiliates, from and against all losses, liabilities, damages, fines, demands, suits, causes of action, judgments, costs or expenses (including, without limitation, court costs and legal fees) arising from:
  1. Any breach by You of any applicable law or regulation;
  2. Any breach by You of these Terms of Use;
  3. Any security breach originating in the information technology systems operated by You; and/or
  4. Any claim or allegation that the use of any User Content or information technology provided by You in accordance with these Terms of Use infringes the Intellectual Property Rights of any third party.
CONFIDENTIALITY
1. Each party undertakes that it shall not, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or its Affiliates, except as permitted by clause 10.2.
2. Each party may disclose the other party's confidential information to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with these Terms of Use or obtaining professional advice. Each party may disclose confidential information to the extent required by applicable law and/or regulation provided that it shall first notify the providing party where permitted under applicable law. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 10.
3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations, or obtain professional advice, under or in connection with these Terms of Use.
LIABILITY
1. Except as expressly and specifically provided in these Terms of Use all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms of Use.
2. Metro Bank does not warrant represent or undertake that use of the Sandbox or Sandbox Materials, will be uninterrupted, error free, non-infringing or secure. You agree that, to the maximum extent permitted under applicable law You use and access the Sandbox and Sandbox Materialsat Your own risk .
3. Subject to clause 11.4, Metro Bank's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with the performance or contemplated performance of these Terms of Use shall be limited to GBP £100 (one hundred pounds).
4. Nothing in these Terms of Use excludes the liability of either party for death or personal injury caused by negligence; or for fraud or fraudulent misrepresentation; or for any other liability which cannot be excluded under applicable law.
5. You agree that You develop and operate applications and business models against the APIs and/or using the Sandbox Materials at Your own risk and Metro Bank and its Affiliates shall not have any liability to You (contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise) arising from or relating to:
  1. Any unavailability of the APIs, the Sandbox Materials or the Sandbox;
  2. Metro Bank altering in any manner, or ceasing to provide, the Sandbox, Sandbox Materials, and/or any API(s).
6. Metro Bank shall have no liability to You under or in connection with these Terms of Use, or in relation the Account, the APIs, the Sandbox and/or the Sandbox Materials (contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise) for any of the following categories of loss:
  1. loss of profits;
  2. wasted expenditure or development costs;
  3. loss of business or customers;
  4. depletion of goodwill;
  5. loss or corruption of data or information,
  6. losses arising from any hacking or breach of security; and
  7. any special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in connection with these Terms of Use.
TERMINATION AND SUSPENSION
1. Metro Bank may terminate these Terms of Use, or suspend Your rights under these Terms of Use and/or Your ability to access Your Account, at any time in its absolute discretion immediately upon written notice to You.
2. Upon any suspension of Your rights under these Terms of Use You must immediately cease to exercise the rights that have been suspended until otherwise notified by Metro Bank.
3. You may terminate these Terms of Use by closing Your Account.
4. Where these Terms of Use are terminated You must:
  1. Immediately cease all usage of the Sandbox and Sandbox Materials;
  2. Immediately return to Metro Bank or destroy or permanently delete all Sandbox Materials (at Metro Bank's election);
  3. Return to Metro Bank or securely destroy or permanently delete any Confidential Information of Metro Bank (at Metro Bank's election).
5. The following clauses shall survive termination of these Terms of Use: 5, 6, 8, 9, 10, 11, 12.4, 13, 14.2, 17 and 18.
INFORMATION SHARING
1. You agree that You will provide to Metro Bank and to Metro Bank's representatives and to any Regulator any information, and access to premises, staff and records, that Metro Bank or such Regulator may request from time to time in relation to Your use of the Sandbox, and/or Sandbox Materials promptly upon request. Such information and access may include, without limitation:
  1. Technical and operational details of any products or services that You operate using the APIs;
  2. Details of security processes, procedures and measures employed and access to relevant premises; and/or
  3. all such other information as the Metro Bank or the Regulator may require.
SECURITY
1. You shall take security measures in accordance with Good Industry Practice to protect the security of the APIs, Sandbox and Sandbox Materials.
2. You shall immediately notify Metro Bank if You become aware of any actual, suspected or threatened security breach in relation to the Sandbox and/or the APIs or in relation to Your own systems to the extent that this may impact in any way on Metro Bank and/or its customers.
SUPPLEMENTAL TERMS AND CONDITIONS
1. Metro Bank may, as a condition of Your continued use of the Sandbox and/or any functionality of the Sandbox(whether new or existing), require You to enter into additional terms and conditions from time to time. If You do not agree to such additional terms and conditions You must immediately to cease to use the Sandbox and APIs.
CHANGES TO THE SANDBOX
1. Metro Bank may at any time, and from time to time, cease to provide or alter its provision of the APIs, Sandbox and/or Sandbox Materials. This may include without limitation changes to the technical attributes of any of them.
GENERAL
1. Nothing in these Terms of Use is intended to or shall operate to create a partnership between You and Metro Bank or its Affiliate, or authorise You to act as agent for Metro Bank or its Affiliate, and You shall not have the authority in the name or on behalf of or otherwise to bind Metro Bank or its Affiliate in any way. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
2. These Terms of Use do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise for any third party to enforce any provision of these Terms of Use.
3. Variations to these Terms of Use shall only be effective when notified to You by Metro Bank in accordance with these Terms of Use or if agreed writing and signed by the parties (or their authorised representatives).
4. You may not make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of these Terms of Use, the wider transactions contemplated by them, or the relationship between the parties, without the prior written consent of Metro Bank, except as required by law, any Regulator , any court or other authority of competent jurisdiction.
5. You shall not engage in any activity, practice or conduct which would constitute either a UK tax evasion facilitation offence under section 45(1) of the UK Criminal Finances Act 2017; or a foreign tax evasion facilitation offence under section 46(1) of the UK Criminal Finances Act 2017 and shall have and shall maintain in place throughout the term of these Terms of Use such policies and procedures as are both reasonable to prevent the facilitation of tax evasion by another person. You shall comply with all applicable laws relating to anti-bribery and slavery and human trafficking, including (without limitation) the UK Bribery Act 2010, the UK Modern Slavery Act 2015.
6. Metro Bank shall not be in breach of these Terms of Use nor liable for delay in performing, or failure to perform, any of its obligations under these Terms of Use if such delay or failure result from events, circumstances or causes beyond its reasonable control.
7. These Terms of Use and those documents referred to in these Terms of Use constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms of Use. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms of Use.
8. These Terms of Use are personal to You. You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of Your rights and obligations under these Terms of Use. Metro Bank shall be entitled to assign or transfer these Terms of Use to any Affiliate and to any third party acquiring Metro Bank or all or any part of its business to which these Terms of Use relate. Metro Bank is entitled to subcontract all or any part of its performance of these Terms of Use.
9. If any provision or part-provision of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms of Use. If any provision or part-provision of these Terms of Use is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
10. No failure or delay by a party to exercise any right or remedy provided under these Terms of Use or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11. We may provide notices to You in relation to these Terms of Use and/or the Account and/or Sandbox, and/or Sandbox Materials, and/or APIs by email to the address You registered for Your Account. You must give notices to Metro Bank by email with a confirmation letter sent by registered post addressed to Metro Bank's registered office marked for the attention of [x]. Notices given by Metro Bank shall be deemed received upon sending of the relevant email. Notices given by You shall be deemed received upon recorded receipt by Metro Bank of the relevant confirmation letter.
12. These Terms of Use and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. You and Metro Bank irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Use or its subject matter or formation (including non-contractual disputes or claims).
INTERPRETATION

In these Terms of Use, the following terms shall have the meanings indicated as follows:

"Account" means an account registered with Metro Bank allowing access to the Sandbox and Sandbox Materials.

"Affiliate" means, in relation to a party, any entity from time to time controlling, controlled by, or under common control with, such party, "control" having the meaning given in section 1124 of the Corporation Tax Act 2010.

"API" means any application programming interface and associated materials made available by Metro Bank for use by third parties in accordance with the provisions of these Terms of Use, which may be a Public API or Private API.

"FCA" means the UK Financial Conduct Authority.

"Good Industry Practice" means the exercise of such degree of skill, care, prudence and foresight, the taking of such steps, the deployment of such resources and making of such expenditure as would be expected from a leading operator in Your business sector.

"Intellectual Property Rights" means all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including patents, utility models, trade marks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how, rights in confidential information and trade secrets, and any other intellectual property of any nature.

"Metro Bank" has the meaning given in clause 1.1.

"Named User" means each user whose details have been provided to Metro Bank and who are authorised as part of the Account registration process to access the Sandbox.

"Privacy Policy" has the meaning given in clause 1.5.

"Private API" means an API designated as such by Metro Bank, further details being given in clause 3.1above.

"Public API" means an API designated as such by Metro Bank, further details being given in clause 3.1above.

"Regulator" means any governmental or regulatory authority.

"Sandbox" has the meaning given in clause 1.1

"Sandbox Materials" has the meaning given in clause 1.1.

"Terms of Use" has the meaning given in clause 1.3.

"User Content" means any content or data whatsoever submitted by You or on Your behalf to the Sandbox or otherwise to Metro Bank or its Affiliates.

"You" and "Your" each has the meaning given in clause 1.2.