API Terms Of Use

FLIPDISH API LICENCE AND DATA ACCESS TERMS AND CONDITIONS

PLEASE READ THIS CAREFULLY BEFORE USING THE FLIPDISH API

By using the Flipdish API, you agree to the Flipdish Licence and Data Access Agreement (the “Agreement”). The API developer (the “Developer”), agrees to the terms and conditions set out below in respect of its use of the Flipdish API on behalf of a Flipdish customer (the “Flipdish Customer”). By using the Flipdish API, the Flipdish Customer instructs Flipdish to provide access to its data to the Developer, and the Developer agrees to Process the Flipdish Customer data as set out in Clause 3.

The Agreement constitutes a binding legal agreement between Flipdish Limited, a company registered under the laws of Ireland with company number 555703 and a registered address at First Floor, Heron House, Corrig Road, Sandyford Business Park (“Flipdish”), the Developer and the Flipdish Customer for certain rights in respect of the Flipdish API and the Flipdish Customer’s data.

Please read the Agreement carefully and if you do not agree to any of its terms, you must not use the Flipdish API.

1. Right of Use

In consideration of the Developer performing its obligations under the Agreement, Flipdish grants the Developer a personal, non-exclusive, non-sub-licensable, non-transferable, royalty free licence to use the Flipdish API on behalf of the Flipdish Customer in accordance with the Agreement and any other agreements, terms & conditions, instructions, policies, procedures or documentation communicated to you and/or the Flipdish Customer by Flipdish.

2. Intellectual Property

The Developer acknowledges and agrees that all Intellectual Property Rights in the Flipdish Platform and the Flipdish API will at all times vest in and be the absolute property of Flipdish and its licensors as appropriate and that subject to Clause 1, the Developer shall not acquire any right, title or interest in or to any Intellectual Property Rights in the Flipdish Platform and/or the Flipdish API.
Flipdish grants the Developer a non-exclusive, non-transferable, non-sub-licensable, royalty free licence to use Flipdish’s name, logo and promotional material for the purpose of marketing and promoting the sale of the Flipdish Customer’s products through the Flipdish Platform only.
The Developer agrees that it will not, in any manner or by any means, reverse-engineer, decompile, disassemble, decipher, resell, adapt, reproduce, copy, store, distribute, display, publish or create derivative works from any part of the Flipdish Platform and/or the Flipdish API or attempt to commercialise, copy or sell any information or matters derived from the Flipdish Platform and/or the Flipdish API.
If notwithstanding Clause 2.1, the Developer acquires, by operation of law, title to any Intellectual Property Rights in the Flipdish Platform and/or the Flipdish API, the Developer shall immediately and irrevocably assign, transfer or convey such Intellectual Property Rights to Flipdish.

3. Data Protection

The Flipdish Customer hereby instructs Flipdish to make Flipdish Customer data, including Personal Data, available to the Developer for Processing under or in connection with this Agreement. The Flipdish Customer shall promptly inform Flipdish when Flipdish Customer data should cease to be made available to the Developer.
The Flipdish Customer and Developer acknowledge and agree that to the extent the Developer undertakes any Processing of Personal Data under or in connection with this Agreement, it shall be as a processor (as defined in Data Protection Laws) on behalf of the Flipdish Customer. The Flipdish Customer and Developer agree that the following provisions shall apply to any such Processing of Flipdish Customer data that is Personal Data:

the Developer shall Process Personal Data only on the documented instructions of the Flipdish Customer (which includes the terms of this Agreement) and in connection with the Flipdish API unless required to Process such Personal Data for other purposes under EU or Member State law, in which case the Developer will notify the Flipdish Customer of that legal requirement unless the relevant law prohibits such notice;
the Developer shall ensure that personnel authorised to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
the Developer shall take all security measures required pursuant to Data Protection Laws (including Article 32 GDPR);
the Developer shall provide reasonable assistance to the Flipdish Customer, by appropriate technical and organisational measures, to respond to data subject rights exercised pursuant to Data Protection Laws (including Articles 15 to 22 GDPR);
the Developer shall reasonably assist the Flipdish Customer in ensuring compliance with its obligations relating to the security of Processing, breach notification, engagement with supervisory authorities and data protection impact assessments, as required under Data Protection Laws;
at the choice of the Flipdish Customer, the Developer shall delete or return all Personal Data Processed at the end of the Developer’s use of the Flipdish API on behalf of the Flipdish Customer or the termination of this Agreement, unless applicable law requires retention of such Personal Data; and
on request, the Developer shall make available to the Flipdish Customer all information reasonably necessary to demonstrate compliance with the Developer’s obligations in this Clause 3.2. The Developer shall notify the Flipdish Customer immediately if, in its opinion, an instruction in respect of this Clause 3.2(g) infringes Data Protection Laws.

Subject to Clause 3.4, the Flipdish Customer provides a general authorisation to the Developer to engage further processors to Process Personal Data under or in connection with this Agreement. The Developer will give the Flipdish Customer 30 days’ notice of any intended addition or replacement to the Developer’s further processors and an opportunity to object to such addition or replacement.
The Developer will ensure that obligations the same as, or equivalent to, those imposed on it in this Clause 3 are imposed on each further processor in an agreement between the Developer and such further processor. The Developer shall remain fully liable to the Flipdish Customer for the performance of the further processor’s obligations.
The Flipdish Customer and Developer acknowledge and agree that the subject matter, purpose, nature and duration of the Developer’s Processing of Personal Data under this Agreement and the types of Personal Data and the categories of data subjects involved in such Processing, are as required for the Developer’s use of the Flipdish API.

4. Liability

Flipdish makes no representation or warranty about the Flipdish API, including any representation that the Flipdish API will be available, uninterrupted, error-free or free of viruses, and Flipdish provides the Flipdish API on an “as is” and “as available” basis. The Developer acknowledges and agrees that it is the Developer’s responsibility to ensure that the Flipdish API meets its requirements. To the fullest extent permitted under applicable law, Flipdish disclaims any and all implied or statutory warranty, condition, representation and guarantee with regard to the Flipdish API including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.
To the fullest extent permitted by applicable law, Flipdish will not be liable to the Developer, the Flipdish Customer or any third party whether in contract, in tort (including negligence), under statue or otherwise under or in connection with the Agreement for loss or corruption of data or other equipment (including computing equipment and devices) or property, loss of profits, loss of revenue, loss of business opportunity, loss of reputation, loss of time, loss of savings or for any indirect, special, consequential or punitive loss.
Flipdish’s total aggregate liability whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, statute or otherwise, arising out of or in connection with the Agreement for loss or damage of any kind not excluded by this Clause 4 shall be limited to €3,000.
Notwithstanding anything to the contrary herein, nothing in the Agreement shall exclude or limit a party’s liability for death or personal injury resulting from its negligence or that of its agents or employees.

5. Termination

Flipdish reserves the right to suspend or terminate access to the API at any time, without payment of any amounts or penalty.

6. Governing Law

The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of Ireland. Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

7. Definitions

“Data Protection Laws” means to the extent applicable from time to time: (a) the EU’s General Data Protection Regulation (EU) 2016/679 (the “GDPR”); (b) any national legislation implementing the GDPR (including the Data Protection Act 2018 (Ireland) or Directive 2002/58/EC of the European Community; and (c) any similar national privacy laws.

“End-User” means a person (including any body corporate) that places an order with the Flipdish Customer through the Flipdish Platform or that otherwise makes use of the Flipdish Platform in connection with the Flipdish Customer’s business;

“Flipdish Platform” means the technology solutions developed by Flipdish and made available to the Customer including end-to-end ordering, marketing and management.

“Intellectual Property Rights” means patents, trade marks or names and service marks (whether or not registered) trade or business names or signs, logos, domain names, design rights, copyrights (both present and future and including rights in computer software), moral rights, registered designs, topography rights and know how (including technical and industrial information in any form including drawings, formulae, test results, reports and procedures), trade secrets, confidential information, database rights, and the right to apply for any applications for any of the preceding items, together with the rights in inventions, processes and all other rights similar to, or having similar or equivalent effect to, any of the above which may subsist now or in the future in any part of the world (whether or not capable of registration) and where such rights are enhanced by registration, any registration of such rights and applications and rights to apply for such registrations.

“Personal Data” has the meaning given to it in the GDPR

“Processing” has the meaning given to it in the GDPR and “Process” and “Processed” shall be construed accordingly.

Last Updated: 21 February 2024