API Licensing
Terms & Conditions

Widgety API Licence Agreement

(last updated  on 12 September 2024)

We are Widgety Limited a company incorporated and registered in England and Wales with company number 07760011 whose registered office is at Old Bond Store, Back Of The Walls, Southampton, Hampshire, England, SO14 3HA (Widgety).

This Agreement sets out the terms upon which Widgety grants you rights to use the API to access and use the API Data specifically in relation to the Purpose. 

  1. AGREED TERMS
    1. Interpretation
      1. The definitions and rules of interpretation in the Appendix apply in this Licence.
      2. Unless expressly stated otherwise, or the context otherwise requires:
        1. words in the singular will include the plural and in the plural will include the singular;
        2. a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
        3. any words following the terms including, include, in particular, for example or any similar expression will be interpreted as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.
      3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
  • Accepting this Agreement
      1. In order to use this API you must agree to this Agreement which will be evidenced by you agreeing [signing] the Order Form and/or signing for an API key.
      2. If you  agree to this Agreement on behalf of a company or other entity, you represent that you have the authority to bind that entity to this Agreement, you must use an email address linked to that entity when signing up for an API key and within this Agreement “you” or “your” will refer to such entity.
  • Licence to use the API
    1. Commencing on the Effective Date, Widgety grants you a non-exclusive, revocable, non-transferable and non-sub-licensable licence during the Term to use and access the API, solely in connection with the Purpose, to make API Calls, view, display, download, and copy the API Data received via the API ;
    2. Your sole means of accessing the API will be via the API Key.
    3. In relation to the scope of use set out in clause 3.1, you will not:
      1. remove any proprietary notices from the API or API Data;
      2. undertake any text or data mining on the API or API Data;
      3. use the API or API Data in any manner or for any purpose that infringes, misappropriates, or otherwise infringes any Intellectual Property Right or other right of any person, or that violates any Applicable Law;
      4. use any part of the API Data provided by a cruise line or tour operator except to promote or provide information about that cruise line or tour operator and/or their services;
      5. use the API in excess of any limits that Widgety imposes on the number and frequency of API requests and/or API Calls, which Widgety may impose in your sole discretion from time to time;
      6. attempt to cloak or conceal your identity when requesting authorisation to use the API or making an API Call;
      7. except to the extent expressly permitted under this clause 3:
        1. combine or integrate the API or API Data with any software, technology, services, or materials not approved in advance by Widgety, including AI-related technologies, large language or other foundation models;
        2. pass or allow access to the API or API Data to anyone other than an End User; 
        3. access all or any part of any the API or API Data to build a product and/or service which competes with the API or the goods or services provided by Widgety (or any part of it); 
        4. create permanent copies of the API Data; or
        5. commercially exploit, sell, licence or distribute any API or API Data or any products and/or services incorporating the results retrieved using the API or via an API Call.
    4. You will not use the API or API Data other than as specified in this clause 3 without the prior written consent of Widgety.

  1. Your responsibilities 
    1. Widgety will provide you with an API Key to use and access the API. You must:
      1. not share the API Key with any third party;
      2. keep the API Key and all log-in information secure; and
      3. use the API Key as your sole means of accessing the API.
    2. The API Key may be replaced at any time by Widgety on notice to you.
    3. You will (and where applicable, will ensure End Users will):
      1. ensure that no third party accesses the API or the API Data;
      2. ensure that all use is subject to and in accordance with the terms of this Agreement;
      3. without affecting your other obligations under this Agreement, comply with all Applicable Law with respect to your activities under this Agreement;
      4. comply with all information security requirements specified by Widgety from time to time in connection with the use of the API and not attempt to circumvent, hack, or otherwise compromise the security of the API; and 
      5. notify Widgety as soon as you become aware of any unauthorised use of the API or API Data by any person.
    4. You are responsible and liable for all uses of the API resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in breach of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of End Users in connection with their use of the API, and the API Data. Any act or omission by an End User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You will make all End Users aware of this Agreement’s provisions as applicable to such End Users.

  2. Audit
    1. Widgety, or your representative, may monitor and audit your use of the API and the API Data to ensure you are complying with the terms of this Agreement. 

  3. Fees
    1. The Fees payable for your use of the API are set out in the Order Form. Widgety reserves the right to amend the Fees by giving you at least ninety (90) days written notice, with any amendment in Fees taking effect in the next billing period following expiration of the notice.
    2. In consideration of being granted access to the API and the API Data in accordance with this Agreement, you will pay Widgety the Fees within thirty (30) days of the date of the invoice. You will provide complete and accurate billing and contact information to Widgety on or before acceptance of this Agreement, and any changes thereafter.
    3. All amounts due under this Agreement are exclusive of VAT, sales or other tax applicable which will be paid in addition by you at the rate and in the manner for the time being prescribed by law.
    4. If you fail to make any payment due to Widgety under this Agreement by the due date for payment, then, without limiting any other of Widgety’s remedies, you will pay interest on the overdue amount at the rate of 4% per annum above Bank of England’s base rate from time to time. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. You will pay the interest together with the overdue amount.

  4. Confidentiality
    1. Each party will, during the term of this Agreement and for a period of five years thereafter, keep confidential all, and will not use for its own purposes (other than implementation of this Agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisers or as may be required by any law or any legal or regulatory authority) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of such party from a third party.
    2. The API and the API Key will be considered the confidential information of Widgety for the purposes of this Agreement.

  5. Data protection
    1. Both parties will comply with all applicable requirements of the Data Protection Legislation in connection with the exercise and performance of thier rights and obligations under this Agreement and the use of the API. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
    2. Widgety may collect certain information about you and your personnel, representatives and agents, including End Users, in connection with this Agreement, as set out in the then-current version of Widgety’s privacy policy, available at https://widgety.org/privacy-cookies/ (Usage Data). This may include information collected through the API or the Widgety Platform. By entering into this Agreement, and accessing, using, and providing information to or through the API and/or the Widgety Platform, you consent, and will procure all required consents from your personnel, representatives and agents (including End Users) to all actions taken by Widgety with respect to the Usage Data in compliance with the privacy policy. In the event of any inconsistency or conflict between the terms of the then-current privacy policy and this Agreement, the privacy policy will take precedence.
    3. The parties acknowledge that the Usage Data is processed by Widgety as a controller for the purposes of the Data Protection Legislation.
    4. Without prejudice to the generality of clause 8.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of any personal data (including Usage Data) to Widgety for the duration and purposes of this Agreement so that Widgety may lawfully use, process and transfer this data in accordance with this Agreement; including in relation to the role outlined in clause 8.3.

  6. Exclusion of warranties
    1. The API is provided “as-is” without warranty of any kind . Widgety disclaims all warranties regarding the API and the API Data to the fullest extent permitted by Applicable Law, whether express or implied, including any and all implied warranties of merchantability, accuracy, results of use, reliability, fitness for a particular purpose, title, interference with quiet enjoyment, and non-infringement of third-party rights. In particular Widgety does not warrant that your use of the API will be uninterrupted or error-free.
    2. You acknowledge and agree that:
      1. the API and API Data may not be free of bugs or errors and the existence of bugs or errors will not constitute a breach of this Agreement;
      2. Widgety is not responsible for any losses that arise in connection with third parties unlawfully obtaining access to your API account; and
      3. you are responsible for any and all losses that arise in connection with any activity using the API Key and your username or password (whether authorised or not), including those incurred by End Users.
    3. Widgety reserves the right to make modifications to the API at any time for any reason provided that such modifications do not materially degrade the performance of, or otherwise materially interfere with the functionality, security, or availability of the API. Notice of such modifications will be posted on Widgety’s website and/or via email. 

  7. Limits of liability
    1. Except as expressly and specifically provided in this Agreement you assume sole responsibility for results obtained from the use of the API and the API Data by you and your End Users, and for conclusions drawn from such use. Widgety will have no liability for any damage caused by errors or omissions in any information, data, instructions or scripts provided to Widgety by any third party (including by cruise lines and tour operators) in connection with the API or the API Data. 
    2. Except as expressly stated in clause 10.3:
      1. Widgety will not in any circumstances have any liability for any losses or damages which may be suffered by you or an End User (or any person claiming under or through you or End User), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
        1. special damage, even if Widgety was aware of the circumstances in which such special damage could arise;
        2. loss of profits;
        3. loss of anticipated savings;
        4. loss of business opportunity;
        5. loss of goodwill;
        6. loss or corruption of data,

provided that this clause 10.2.1 will not prevent claims for direct financial loss that are not excluded by any of categories (a) to (f) inclusive of this clause 10.2.1; and

  1. the total liability of Widgety, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, will in no circumstances exceed the greater of five hundred pounds (£500) or a sum equal to the total Fees paid during the 12 months preceding the date on which the claim arose.
  1. The exclusions in clause 10.1 and clause 10.2 will apply to the fullest extent permissible at law, but Widgety does not exclude liability for:
    1. death or personal injury caused by the negligence of Widgety, your officers, employees, contractors or agents; or
    2. fraud or fraudulent misrepresentation; or
    3. any other liability which may not be excluded by Applicable Law.
  2. You will indemnify, keep indemnified and hold harmless Widgety against all losses which Widgety may sustain or incur in connection with:
    1. any allegation or third-party legal proceeding arising from your use of the API or API Data, including any use of the foregoing in breach of this Agreement, by you, any End User or third party making use of your username, password or API Key;
    2. any claim brought by an End User against Widgety howsoever arising in relation to the End User’s use of the API and/or the API Data. 

  1. Intellectual property rights
    1. You will promptly notify Widgety if you becomes aware of any infringement of any Intellectual Property Rights in the API, API Data, Feedback and Widgety Marks and will fully co-operate with Widgety in any legal action taken by Widgety to enforce its Intellectual Property Rights.
    2. You acknowledge that all Intellectual Property Rights in the API, API Data, and Widgety Marks, belong and will belong to Widgety or the relevant third-party owners (as the case may be), and you will have no rights in or to the same other than the right to use them in accordance with the terms of this Agreement.

  2. Term and termination
    1. This Agreement will  be effective from the Effective Date and continue until terminated in accordance with this clause 12 (the “Term”).
    2. Without affecting any other right or remedy available to it, Widgety may terminate this Agreement immediately at any time by written notice to you.
    3. You may terminate this Agreement in its entirety at any time by deleting your account (with immediate effect) or by giving us at least sixty (60) days’ written notice provided that if your account is in debt, you may not be able to delete your account without contacting us, in which case please email damian@widgety.co.uk.
    4. On termination for any reason:
      1. all rights granted to you under this Agreement will cease;
      2. you will cease all activities authorised by this Agreement; and
      3. you will immediately pay to Widgety any sums due to Widgety under this Agreement. 
    5. Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement will remain in full force and effect.

  3. Sub-licensing and assignment
    1. You will not without the prior written consent of Widgety sub-license, assign or novate the benefit or burden of this Agreement in whole or in part (including by way of a charge or declaration of trust) or deal in any other manner with any or all of your rights and obligations under this Agreement, or sub-contract any or all of your obligations under this Agreement.
    2. Widgety may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of your rights and obligations under this Agreement, provided it gives written notice to you.

  4. Notices
    1. Widgety may provide you with notices, including regarding changes to this Agreement, by email or other electronic notification.
    2. You may provide us with notices by email at  damian@widgety.co.uk; or  by pre-paid first-class post or other next-day service to our registered office.
    3. Notices are deemed received at the time of transmission. If deemed receipt occurs outside business hours in the place of receipt, it will be deferred until business hours resume. In this clause 14.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
    4. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

  5. GENERAL
    1. A waiver of any right or remedy is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy.
    2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy will not waive that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.
    3. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to your subject matter.
    4. No variation of this Agreement will be effective unless it is in writing and signed by the parties (or their authorised representatives).
    5. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of this Agreement.
    6. This Agreement may be executed in any number of counterparts, each of which will constitute a duplicate original, but all the counterparts will together constitute the one agreement.
    7. A person who is not a party to this Agreement will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
    8. Nothing in this Agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
    9. Neither party will be in breach of this Agreement or otherwise liable for any failure or delay in the performance of your obligations if such delay or failure results from events, circumstances or causes beyond your reasonable control. The time for performance of such obligations will be extended accordingly. If the period of delay or non-performance continues for three months, the party not affected may terminate this Agreement by giving written notice to the affected party.
    10. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or your subject matter or formation (Dispute) will be governed by and construed in accordance with the laws of England.
    11. The parties irrevocably agree that the courts of England will have exclusive jurisdiction to settle any Dispute.

Appendix

 

  • API 
  1. the Cruise API application programming interface described in the API Documentation, made available to you by Widgety, which may be updated from time to time, [at https://developer.widgety.co.uk/ ].
  • API Call 
  1. each request via the API to interact with the Widgety Platform.
  • API Data 
  1. any content, images, photographs, illustrations, icons, texts, video, audio, written materials, software or other content, materials or data that is published, transmitted or made available from the Widgety Platform via the API.
  • API Documentation 
  1. means the API documentation, providing details of the  API, made available to you by Widgety via https://developer.widgety.co.uk, as may be updated by Widgety from time to time without notice.
  • API Key 
  1. the security key Widgety makes available for you to access the API.
  • Applicable Law
  1. means all (i) applicable laws, (ii) legislation, (iii) statutory instruments, (iv) common law, (v) regulations and governmental guidance and (vi) industry code, policy, guidance, standard or accreditation terms, having binding force, whether local or national, being applicable to the parties. In the case of Widgety, only the laws of England will apply.
  • Business Day 
  1. a day other than a Saturday, Sunday or public holiday in England.
  • Data Protection Legislation 
  1. means, as binding on or applicable to either party or applicable to the processing of personal data under this Agreement:
  2. (a) the GDPR;
  3. (b) the Data Protection Act 2018;
  4. (c) any other legislation and regulatory requirements in any part of the world that are in in force from time to time which apply to a party relating to the use of personal data;
  5. (d) any laws which implement or supplement any such laws; and
  6. (e) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.
  • Dispute

has the meaning given in clause 15.10.

  • Effective Date 
  1. the date given in the Order Form for the start of the API licence.
  • End Users 
  1. Your employees, contractors and any third-parties you permit to use the API.
  • Fees
  1. the fees payable by you to Widgety as set out on the Order Form.
  • GDPR
  1. means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time).
  • Intellectual Property Rights
  1. patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

Normal Business Hours

the period from 8.30am to 5.00pm on any Business Day.

  • Purpose
  1. means provision of information about, and the advertising and promotion of cruise travel packages and/or products.
  • Widgety Marks 
  1. Widgety’s proprietary trade marks, trade names, branding, or logos made available for use in connection with the API or API Data pursuant to this Agreement.
  • Widgety Platform 
  1. Widgety’s platform described at https://developer.widgety.co.uk
  • Usage Data 
  1. has the meaning given in clause 8.2.
  • VAT 
  1. value added tax imposed by the Value Added Tax Act 1994 chargeable in the UK.