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TERMS & CONDITIONS

FOR THE USE OF DSV’S API

 

1.     Preamble

DSV Panalpina A/S and its subsidiaries and affiliates (“DSV”) provide access to various application programming interfaces (each an “API”) to enable suppliers, customers and other business partners (“Users”) to interface with DSV’s systems, including the exchange of data (“Data”), as part of DSV’s products and services, such as transportation, booking, labelling and tracking of shipments (“DSV Services”)

These API Terms & Conditions (“Terms”) set out the terms and conditions upon which DSV makes its API(s) available to Users. These Terms and the User entering into an agreement with DSV by registering as user on DSV’s Online Platform as described in Clause 2 below (“Online Platform”) are jointly referred to as the “API User Agreement”.

The use of any one or more of the APIs by a User does not oblige DSV to make available any other API to such User.

           

2.     DSV’s Online Platform and User Registration

DSV operates an Online Platform for administration of Users and the access to the API(s), including publishing relevant information. A User wishing to acquire an API License must register on the Online Platform.

When the User has signed on and this is accepted by DSV at its discretion, the User will electronically receive log-in credentials to be used when accessing information, Data and using the API(s), and the User shall comply with these Terms, all guidelines and any other instructions published on the Online Platform from time to time. The User is obliged to monitor the Online Platform frequently for any such updated instructions and information.

DSV recognizes that a User may engage its own aggregator (“Aggregator”) to interface with DSV’s systems as part of DSV Services through API(s) on the User’s behalf. DSV may grant the Aggregator access to the User’s Data upon the User’s written instruction.

Upon instructions from the User to grant access to its Aggregator, the Aggregator shall be understood as User within these Terms, and the Aggregator shall accept to be bound by these Terms. The User shall be responsible towards DSV for the Aggregator’s compliance with these Terms.

If the User does no longer engage the Aggregator or if the User otherwise instructs DSV to no longer grant the Aggregator access to the User’s Data, DSV may without prior warning disconnect and/or suspend the Aggregator from using the relevant API, and DSV will inform the User of such disconnection and/or suspension without delay.

If the User or DSV terminates the API User Agreement between User and DSV, the API User Agreement between DSV and the Aggregator will automatically terminate with the same effective date, and the Aggregator will be disconnected from using the relevant API(s).

 

3.     API License

By registering on the Online Platform and in consideration of the User becoming bound by and continuing to comply with the API User Agreement, DSV grants to the User a non-exclusive, non-transferable, non-sub-licensable, worldwide, revocable right and license to use such API(s) (“API License”) as is required to send and transmit Data to the extent necessary to interface with one or more of DSV’s systems (the “Purpose”).

First a license is granted to use the API(s) in a separate testing and “sandbox” environment, and after a successful completion at the User’s determination of the testing a license to the production environment is granted. See clause 5 below.

In its use of the API(s) the User is only entitled to access the User’s own Data and Data related to or necessary for the User’s use of DSV Services. Under no circumstances is the User permitted to access or trying to access other users’ Data or information in DSV systems not made available to the User by DSV.

The User is only granted a license to use the API(s) and the Data for the Users own use and operating the Users own business in direct relation to the purchase of DSV Services. Under no circumstances is the User permitted to cache or pool Data from DSV’s systems, and the User shall not through the API(s) extract Data for benchmarking or displaying statistic data calculated on such Data, or otherwise repackage, resell or distribute the Data or any service based on such Data, whether anonymized, aggregated or normalized,  or use the API(s) to grant any third party direct or indirect access to the Data.

The parties recognize that any breach or attempted breach by the User and its representatives of this Clause 3 will constitute a material breach by the User of these Terms.

 

4.     Access to API and Technical Information

To facilitate the User’s own necessary system development DSV makes on the Online Platform available to the User certain technical information relating to specific API(s) (the “Technical Information”).

The API(s) and the Technical Information is provided on an "as is" basis, and the use thereof is at the User’s own risk and cost in all respects. DSV disclaims all warranties including but not limited to any express or implied warranty of merchantability, accuracy, availability, infringement of third-party rights and/or fitness for a particular purpose, and DSV is never obliged to modify the API(s) to support User’s use of the API(s).

5.     System Development Testing

When the User has completed the necessary own system development with respect to use of an API, the

User shall arrange and perform a profound system test. The system test shall be performed only in DSV’s test-environment (“DSV’s Sandbox”) which is made available to the User by DSV, until the User’s system, interface and integration through the API(s) is performing correctly according to the User’s sole determination made in good faith. The User is solely responsible for making this determination and the consequences thereof.    

The User is responsible for ensuring:

      i.        that the User’s own systems are performing correctly through the API(s), and to perform the necessary tests in DSV’s Sandbox, which also applies if modifications are made to User’s own system or to the API(s) in the future;

     ii.        the availability, functionality, operation and use of all other facilities needed to access and use the relevant API(s), including any telecommunication lines, hardware equipment, operating platforms and other software;

    iii.        the correctness, completeness, timeliness and format of its Data (except where DSV is the direct data source) and any other information needed for the functionality of the API(s), and that such information meets the requirements needed for the functionality of the API(s);

     iv.        any legal arrangements such as registrations, authorizations, licenses, agreements, custom identification details or similar between the User and third parties (including without limitation Aggregators appointed by the User) that are required for the User’s use of the API(s).

The User warrants that under no circumstances shall the User test the system in DSV’s Production Environment. After “go-live” and the User’s system being connected to DSV’s Production Environment all Data submitted by or on behalf of the User may be considered factual and real Data by DSV, and e.g. binding orders and bookings could be placed and effectuated.

DSV’s Sandbox shall not be used for production use by the User and its representatives.

 

6.     Access to and Use of API User Agreement

All access to and use of any API(s) shall be in accordance with the instructions and guidelines provided by DSV on its Online Platform or elsewhere. Changes in these guidelines, new instructions etc. will be made available on the Online Platform.

The functionality of any API is limited to such functionality as DSV solely decides to make available at any given time, and it may change from time to time. The functionality of each API may be cursory described on the Online Platform.

DSV reserves the right at its discretion to introduce a limit for API connects or calls for the User’s account. Additionally, DSV may permanently or temporary limit the amount of API connects or calls due to technical and/or security reasons. To the extent possible, DSV will make available information about such limits on the Online Platform.

The User shall ensure that:

      i.        any persons acting on its behalf are properly authorized to do so and acquainted with the relevant API prior to use, and any subsequent changes to it;

     ii.        the parts of its software and equipment used to exchange Data and use the API(s) comply with the requirements to connect to the relevant API (as may be amended from time to time), and that it is solely responsible for the functionality, availability and use of all facilities, connections and features which DSV does not provide;

    iii.        any log-in credentials provided by DSV to the User to use an API are treated as confidential, used only for the intended purpose and in connection with the relevant API, and that adequate security measures are in place at the User’s facilities to prevent unauthorized access or use. The User is strictly liable for all use of any credentials registered for the User until such time as DSV, following a written request by the User’s Contact Person, has confirmed in writing that the relevant credentials have been disabled.

The User is liable for and shall use its best endeavors to ensure that:

      i.        any Data placed through the API(s) are correct and true;

     ii.        any software and hardware used to connect to an API is free from any computer viruses or similar malicious codes.

The User shall not use the access to the API(s) and Data, or assist any third party, to circumvent any access restriction, or try to modify, disable, bypass any features, functionality or protection/security mechanism of the API(s) and access to Data. The User shall not upload or try to upload any inappropriate, promotional or illegal material to the Online Platform or any related forums, and the User is not allowed to use bots, crawlers and any other data-scraping functionality in relation with the use of the Online Platform and the APIs and a violation of this ban is considered a material breach of the API User Agreement by the User.

If DSV at any time has reason to believe that the User’s use of an API or Data is or may cause a security threat to the Online Platform, to other DSV systems or to other users or any other third parties, or is affecting DSV’s or other users’ use of the relevant API(s) or data in an adverse and unusual manner, DSV may without prior warning disconnect and/or suspend the User from using the relevant API(s), and DSV will inform the User of such disconnection and/or suspension without delay.

 

7.     DSV’s Rights and Obligations

DSV will use reasonable commercial endeavors to maintain the continuity of access to and technical capacity of the API(s) at all times during the term of the API User Agreement, and DSV will aim to provide the User with reasonable advance information about planned system maintenance and other matters affecting use of or access to the API(s). Notwithstanding the foregoing, DSV shall not be liable for:

      i.        any suspension, interruption, temporary unavailability or fault occurring in the accessibility or functioning of any API(s), unless such suspension, interruption, temporary unavailability or fault is the result of DSV’s gross negligence or willful misconduct;

      ii.        any loss or damage whatsoever and howsoever arising as may be suffered or incurred in connection with the use of Data, information or services acquired or accessed by the User through use of the API(s);

     iii.        any loss or damage whatsoever and howsoever arising as may be suffered or incurred as a result of the malfunction, instability or inaccessibility of the API(s), equipment or services delivered by third parties or other circumstances for which DSV is not responsible, including Force Majeure.

By using the API(s), the User accepts and agrees that DSV shall have the right to monitor and audit the User’s use of the API(s) to ensure that the API(s) is being used in an appropriate manner. Examples of misuse and inappropriate use include but are not limited to:

      i.        Violation of the API License granted as stated in Clause 3 above e.g. re-transmission, re-selling or publication in any form whatsoever of any Data made available to the User via the API, or the API(s) not being used as intended – for example by the pooling of data for other purposes than covered by the granted API License.

     ii.        Unauthorized use of any log-in credentials.

    iii.        Any infringement of DSV’s intellectual property rights in connection with any API(s).

    iv.        Submitting or amending false data or requesting Data not related to the User’s intended use.

     v.        Any breach of the DSV guidelines or instructions or any applicable law. 

DSV may take such actions as are reasonably necessary to ensure that the performance of DSV systems and other users use are not impacted by the User’s misuse of any API(s). In the event of any misuse, DSV reserves the right to limit access to relevant API(s) or to suspend or revoke one or more of the User’s log-in credentials.

In addition, DSV reserves the right, from time to time, to limit (a) the number of data requests and/or submissions made via an API by the User over a given period; or (b) the amount of data being returned to the User via the API, in each case as DSV deems appropriate in its absolute discretion.

DSV will endeavor to perform all maintenance work with speed and diligence and with a minimum of inconvenience for the User and shall to the extent possible give the User prior notice of any planned maintenance which may affect the relevant API. DSV may also set regular maintenance periods for each API, during which the API may not be accessible. This information will be available on the Online Platform.

 

8.     Maintenance and Support

DSV may provide the User with certain guidance, documentation and code documentation that will provide details on how to access and use the API(s), which is part of the Technical Information available on the Online Platform.

Although DSV will use reasonable business endeavors to ensure that the API(s) are functional and to provide technical support within normal business hours, DSV shall not be obliged to provide specific support beyond providing the relevant Technical Information. Any technical assistance required by the User as a result of the integration of any API(s) within the User’s business processes is the User’s sole responsibility.

 

9.     Changes in the API or the API User Agreement

DSV reserves the right to change or adjust any API(s) from time to time and will endeavor to provide the User with advance information of such changes or adjustments via the Online Platform.

Following any amendment to the current version of any API, DSV may cease to support all older versions of that API. In such cases, the cessation of support of any older version of the API will be communicated via the Online Platform.

DSV reserves the right to amend the API User Agreement unilaterally from time to time. Following any such amendment an updated version of these Terms, will be made available on the Online Platform at least 3 months prior to the day when the amended version comes into force.

Each User shall be deemed to accept such changes and amendments through its continued use of the relevant API(s) and/or Technical Information with effect from the date on which the amended version of the API User Agreement comes into force.

 

10.  Fees

DSV may change the license fee for the API License as is confirmed to the User separately in writing. Such license fee may be adjusted at any time with 3 months written notice to the User.

If the User does not pay a license fee when due, DSV may at its discretion suspend or terminate the User’s access to one or more API(s) on not less than 7 days written notice without liability to the User and without affecting the fees payable.

 

11.  Intellectual Property

All intellectual property, including copyrights, to and in DSV systems, the API(s), documentation, DSV’s technology and databases and DSV’s names/logos are the sole property of DSV, and subject to the limited license expressly granted in these Terms, nothing in the API User Agreement transfers or assigns any of DSV intellectual property rights to the User.

 

12.  Warranty, Indemnity and Limitation of liability

The User shall give DSV immediate written notice if it reasonably believes or ought to believe that there are errors in any API(s) or Data provided by DSV, and DSV shall use its reasonable business endeavors to correct such errors within a reasonable time from the receipt of such notice. This is the sole remedy available to the User related to any such errors.

No warranty (express or implied) is made or given as to the availability, uptime and response time of any of the APIs, or that the functions used or Data accessible or downloaded from them or from DSV’s systems via the API(s) will be accurate, uninterrupted or free of errors, viruses or other harmful components.

The liability of DSV under the API User Agreement shall be excluded in all cases other than where any losses or damage to a User is incurred or suffered as a result of DSV’s gross negligence and/or willful misconduct.

To the extent possible under applicable law DSV shall not be liable (whether in contract, tort, negligence or otherwise) to a User for any expenses, development cost, loss of profit, time, Data, business, or any other direct or indirect, special or consequential damages of any kind arising from a breach of its obligations under the API User Agreement.

The User shall be liable towards DSV for the loss or damage caused by the User’ or its representatives’ acts or omissions, including the use of the API(s) for placing correct orders, bookings etc.

The User will indemnify and hold DSV harmless against any claim brought by a third party against DSV arising from or related to any breach of an obligation, representation, warranty, covenant or other provision of these Terms or violation of any law by the User or its representatives.

 

13.  Force Majeure

Neither DSV nor the User shall be liable for any loss or damage, and it shall not be deemed a breach of contract by such party, in respect of any failure on its part to perform any of its obligations under the API User Agreement if force majeure prevents the performance of such obligations.

A party wishing to invoke force majeure must give the other party written notice as soon as possible and give the other party such other information as the other party may reasonably request in connection therewith.

 

14.  Confidentiality

The parties shall keep Confidential Information of the other party secret and confidential, and not disclose it to a third party, unless allowed for in the API User Agreement or with the other party’s consent, and only use it for any purposes set out in the API User Agreement.

Confidential information (“Confidential Information”). means (i) any information disclosed by DSV in connection with the use of the API(s) or the Online Platform, which is identified as confidential or by its nature or context is reasonably considered confidential, (ii) any Technical Information, guides or other documents made available by DSV on the Online Platform, (iii) any location data, and (iv) any information about the parties’ business strategies, trade secrets, know-how, pricing, software, applications, products plans and similar, and information about the parties’ customers, vendors, suppliers, consultants and employees, shall be deemed confidential. 

Notwithstanding the above Confidential Information shall not include: (i) any information which is in or enters the public domain; (ii) any information received from a third party without breach of the restrictions contained in the API User Agreement; and/or (iii) any information that a party is required to disclose pursuant to any court order, administrative decision or virtue of law.

Without prejudice to any other rights it may have under applicable laws, DSV may cease sharing Confidential Information at any time and without notice, if DSV deems the User’s use of the Confidential Information to be in violation with the API User Agreement. If DSV ceases to share Confidential Information with the User, DSV will notify the User of the cessation of the sharing of Confidential Information and the reason and concerns that was the reason of its decision.

 

15.  Term and Termination

The User shall be bound by the API User Agreement as long as the User continues to access Technical Information and/or use one or more APIs.

The API User Agreement may be terminated by either party by prior written notice of three months to the other party.

Further, DSV may terminate the API User Agreement by written notice to take effect immediately to the User if circumstances beyond the reasonable control of DSV make granting further access to Technical Information and/or any API by DSV illegal, impossible or significantly more burdensome or costly than DSV had reason to expect.

DSV may deactivate the Users API License if the API License has not been used for 12 continuous months. DSV shall inform the User of such deactivation. 

Either party may terminate the API User Agreement by written notice to take effect immediately to the other party if the other party is in a material breach of its obligations under the API User Agreement, and such material breach is not remedied within 7 days from receiving written notice thereof from the non-defaulting party.

Upon the expiry of such notice period all access to the Technical Information and/or use of API(s) will terminate and the API License granted to the User will no longer apply.

Upon termination of the API User Agreement for any reason, the User shall immediately remove and delete any API(s) and all Data owned by DSV processed, controlled or implemented into the User’s IT environment, including any and all Confidential Information of DSV. Any already paid API License fees will not be reimbursed. Any provision of the API User Agreement which by its nature is intended to survive termination shall remain binding until such rights or obligations have been satisfied or released.

 

16.  Miscellaneous

Nothing in these Terms shall create any other obligation than those listed herein. Nothing in these Terms shall be considered to creating a partnership, joint venture or collaboration agreement nor shall either party become an agent or otherwise have the right to represent the other party.

Any notice to be given in writing under the API User Agreement may be sent by either e-mail to the contact person of the other party or the contact information published on the Online Platform.

DSV may always deliver operational messages relating to the Technical Information and/or any API through the Online Platform, including information about maintenance periods and amendments of the Terms.

The User represents that the User details, including all contact information, is updated, true and accurate at all times, and that DSV shall not be obliged to perform any independent verification of any such information.

The User may at any time amend its own details, including the Contact Persons, by written notice to DSV or through such other means as DSV may allow from time to time.

The API User Agreement is not assignable without the consent of the other party, such consent shall not to be unreasonably withheld or delayed.

Notwithstanding the above, DSV may by notice to the User assign or transfer its rights under the API User Agreement to any company within the same group of companies as DSV and to any entity which acquires, through share or asset acquisition, business amalgamation or otherwise, the substantial business of DSV relevant to its performance under the API User Agreement.

The API User Agreement does not replace and/or modify any agreements or terms of carriage, transportation, shipments, warehousing or other logistic services between the User and DSV.

In regard to personal data, privacy and data protection information, including but not limited to GDPR, both parties are considered independent data controllers and each party is separately responsible and liable for complying with current applicable laws and regulations. DSV’s current Privacy Policy is directly or through a link available on the Online Platform.

DSV shall be allowed to use subcontractors located in various countries to support the provision of the Online Platform and API(s).

If one or more provisions of the API User Agreement are invalid or unenforceable, such provision(s) shall not affect the validity or enforceability of any other provision or the API User Agreement as a whole. The invalid or unenforceable provision shall be replaced by a new provision which legally comes closest to what the parties intended with the invalid or unenforceable provision.

 

17.  Governing law and dispute resolution

The API User Agreement and any dispute arising out of, in relation to or in connection with it and the use of API(s), Data etc. shall be governed by and construed in accordance with Danish law, and any disputes arising out of the API User Agreement which cannot be settled amicably following negotiations between executive officers of the parties shall be referred to Danish courts, the venue to be the City Court of Glostrup.

DSV Panalpina A/S
CVR: 58233528
Hedehusene, Denmark
28 April 2020