API terms and conditions

Please read these API terms and conditions of use carefully before using the API and/or the test environment. By using the API and/or the test environment, you agree to be bound by these terms and conditions. If you do not agree to these terms and conditions you must not use our API or test environment.

In these API terms and conditions of use, We, Our, Us and Registers of Scotland means the Keeper of the Registers of Scotland and You, Your means the company, firm partnership or sole trader who is entering into this agreement to use the API.

1. Definitions

API - means Our application programming interface, linking You to Our System via an internet connection, using mutual certificate based SSL (Secure Sockets Layer) protocol, to enable You to provide the Service to Your End Users.

API Data - means any of Our content, images, material, software, code or data which the You access or otherwise use as part of the API, including (without limitation) Our proprietary forms.

Commencement Date - means the date on which a connection is established between Your Equipment and Our System by means of the API.

Developer Website - means Our website at  developers.ros.gov.uk which hosts the Technical Documents and Test Environment.

Equipment - means Your equipment and software which You are required to have to enable You to connect to Our System using the API.

End User - means the end user of Your Service

Intellectual Property Rights - means patents, inventions, trademarks, service marks, logos, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations.

Permitted Purpose - means the use of the API for the purpose of integrating Your Service with Our System to allow End Users to access Registers of Scotland’s services, and includes Testing.

Service - means the services provided by You to End Users to enable them to access Our land registration and other services.

System - means Our computer systems and web infrastructure which are used to by Registers of Scotland to provide services, whether under the Land Registration etc (Scotland) Act2012 Act or otherwise.

Technical Documents - means Your named representative as identified in Your application to register to use the API and/or Test Environment.

Technical Representative - means Your named representative as identified in Your application to register to use the API and/or Test Environment.

Test Environment - means the testing environment made available to You by Us on the Developer Website for Testing.

Testing - means any testing and evaluation of the API and API solutions by You in the Test Environment whether prior to, or subsequent to Your use the API in a live environment.

User ID - means the unique usernames, passwords or other login details allocated to an End User by or on behalf of Registers of Scotland to enable the End User to access the System.

2. Grant of licence

2.1
In consideration of You performing your obligations under this Agreement, and with effect from the Commencement Date, We grant You a non-exclusive, revocable and non-transferable licence to use the API and API Data for the Permitted Purpose.
2.2
The grant of the licence to use the API and API Data shall subsist for so long as You continue to use the API unless and until it is terminated in accordance with the terms of this Agreement.
2.3
We shall provide You with the access to the API to enable You to establish a connection between Your Equipment and Our System.
2.4
We shall provide You with access to the Test Environment on request.
2.5
The API licensed under this Agreement shall include any subsequent error corrections, patches, fixes, updates, upgrades, new releases or new versions (if any) of the API.
2.6
The API is provided on an ‘as is’ basis and We do not warrant or represent that the API or Test Environment shall be:

2.6.1
free of bugs or errors;
2.6.2
Uninterrupted, secure, timely or error-free; or
2.6.3
compatible with third-party software or equipment;
You agree that You are satisfied that the API is suitable for use by You for the Permitted Purpose.

3. Use of the API

3.1
You shall use the API solely for the Permitted Purpose and for no other purpose whatsoever.
3.2
You shall ensure that you have adequate and sufficient Equipment to enable You to establish the connection using the API. You are solely responsible for the development, operation, maintenance and support of Your Equipment. We shall have no obligations or liability in respect of any defect or failure of Your Equipment arising out of or in connection with Your use of the API.
3.3
You must comply, and continue to comply, with all the requirements for the issue of an SSL authentication certificate in respect of your connection to Our System using the API.
3.4
You shall appoint a Technical Representative who shall be responsible for:

3.4.1
All communications with Us concerning the use of the API;
3.4.2
ensuring that appropriate security procedures are in pace to prevent unauthorised access to the API and Our System;
3.4.3
recording and reporting security incidents to Us; and
3.4.4
co-operating with Us to manage and investigate incidents and to undertake any emergency procedures as instructed by Us.
3.5
You shall not:

3.5.1
use, or permit the use of, the API in any way that may adversely affect or corrupt the API or Our System or data (including uploading any material that contains a virus or other malicious code) or which may cause the API or System to be interrupted, damaged or impaired in anyway;
3.5.2
use the API in any way which will result in You accessing or retrieving any data which You are not entitled to access;
3.5.3
use or permit the use of any automated software programme (such as (without limitation) a web crawler)  through the API to access the System or to search, monitor or obtain links to any part of the System except where this is necessary in connection with the Permitted Purpose and has been agreed in advance with Us;
3.5.4
use or permit the use of the API in any way which may infringe the Intellectual Property Rights of third parties or for any fraudulent or otherwise unlawful purpose;
3.5.5
without Our prior written consent, make derivative works of, or commercially distribute or otherwise exploit, the API Data;
3.5.6
decompile, observe, study or test the functioning of the API, or modify, add to or otherwise enhance the API, except with Our express written agreement;
3.5.7
attempt to rectify or permit any person (not authorised by Us) to rectify any fault or inaccuracy in the API;
3.5.8
use the API in a manner that inaccurately represents that You have an arrangement or official partnership with Us in relation to the use of the API or Your Service;
3.5.9
use the API or permit it to be used by an End User who does not have a valid User ID.
3.6
You must comply with all the requirements for the issue of an SSL authentication certificate with regard to Your use of the API.
3.7
We shall have the right at any time to monitor or audit Your use of the API to ensure that You are complying with the terms of this Agreement.  You shall not seek to block or otherwise interfere with such monitoring and any failure to reasonably comply with Our auditing of Your compliance shall be a material breach of this Agreement.
3.8
You will retain full and accurate records in connect with any of Our services requested through the API for a period of at least 5 year. You will permit Us to access such records on demand that may be required by Us for security or fraud investigation purposes.
3.9
Your, and Your End Users, use of any of Our products and services on Our System, whether accessed through the API or otherwise, will be subject to the separate specific terms and conditions applicable to each product and service, which You and Your End Users must comply with.

4. Intellectual property rights

4.1
All Intellectual Property Rights in and to the API shall vest and remain vested in Registers of Scotland (and its licensors, including the Crown).  
4.2
To the extent that You may acquire any Intellectual Property Rights in the API You shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Registers of Scotland. You shall execute all such documents and do such things as Registers of Scotland may consider necessary to give effect to this clause.
4.3
You acknowledges and agree that:

4.3.1
the API contains confidential and proprietary information and You shall not conceal, modify, remove, destroy or alter in any way any proprietary markings of Registers of Scotland on or in the API or any related materials and documentation;
4.3.2
nothing contained on the API or System should be construed as granting, by implication or otherwise, any licence or right to use any trade marks, logos and service marks displayed on the API or System without Our the written permission.
4.4
You may not use the Registers of Scotland logo (or any replacement logo or other identifying mark) in connection with Your Service without Our express consent.

5. Data protection

5.1
You must ensure that Your collection, use and disclosure of any personal data in connection with Your use of the API complies with all applicable data protection laws.
5.2
You must ensure that personal data is not held in the Test Environment and that any processing of test data complies with all applicable data protection laws.

6. Modifications

6.1
We reserve the right to make changes and modifications to the API and the Test Environment at any time for any reason, and notice of such changes and modifications shall be posted on the Developer Website. You shall be responsible for reviewing and becoming familiar with any such changes and modifications. If any change or modification is unacceptable, Your sole remedy is to terminate this Agreement.
6.2
We shall use reasonable endeavours to ensure that any future version(s) of the API is backwards compatible but We cannot guarantee that this will be possible.
6.3
When a new version of the API is released, the previous version of the API shall be marked for deprecation and a sunset date will be notified on the Developer’s Website. Versions marked for deprecation shall remain available until the sunset date, however You should ensure that You migrate to the new version of the API during the deprecation period. Deprecated versions of the API shall cease to be available from the relevant sunset date.

7. Limitation of liability

7.1
Nothing in this Agreement shall exclude or limit Your or Our liability for fraud, or death or personal injury caused by negligence.
7.2
The API is being provided to You by Us free of charge. Accordingly, You accept that We shall have no liability arising from Your (or Your End User’s) access to or use of the API, the API Data or the Test Environment (or Our termination or suspension of such access and/or use) or any interruption (temporary or otherwise) in the availability of the API or the Test Environment.
7.3
We shall not be liable to You for any loss of profits, business, contracts, anticipated savings, goodwill, or revenue, any wasted expenditure, or any loss or corruption of data (regardless of whether any of these types of loss or damage are direct, indirect or consequential).

8. Suspension and disconnection

8.1
We may temporarily suspend the API without notice in the event of:

8.1.1
urgent essential maintenance or repairs being required to the API and/or Our System
8.1.2
failure of the API and/or Our System
8.1.3
fraud or suspected fraud requiring a full investigation
8.2
We may temporarily suspend the API on reasonable notice to enable routine maintenance or any required changes or modifications.  
8.3
We may temporarily suspend the API without notice in the event of:

8.3.1
there is a serious security breach which threatens the security and integrity of the API
8.3.2
if, following an investigation, it transpires that You have used the API, or permitted to be used for fraudulent purposes
8.3.3
If Your Equipment has caused or contributed to, or in Our reasonable opinion is likely to cause or contribute to, any failures, interruptions, errors or defects in Our System

9. Termination

9.1
We may terminate this Agreement by giving You not less than [x] months’ notice.
9.2
We may terminate this Agreement if you are in material breach of your obligations under this Agreement and you have failed to remedy the breach (if capable of remedy) within [30 days] of receipt by You of a written notice from us specifying the breach and requesting that You remedy it.
9.3
We may terminate this Agreement immediately if You pass a resolution for winding-up or dissolution (other than for the purpose of reorganisation or amalgamation); or a court makes an administration order or a winding-up order; or the You make a composition or arrangement with Your creditors; or an administrator, administrative receiver, receiver or manager is appointed by a creditor or court.
9.4
You may terminate this Agreement by disconnecting Your Equipment from the API and discontinuing use of the API. You shall immediately notify Us in writing of Your termination of this Agreement.
9.5
In the event of termination of this Agreement for any reason:

9.5.1
the licence granted to You under this Agreement shall terminate immediately;
9.5.2
You shall promptly disconnect Your Equipment from the API and cease to access and use the Test Environment;

10. Notices

10.1
Any notice or other communication which is to be given by a Party to the other under the Contract must be:

  • given in writing;
  • sent by letter (delivered by hand, first class post or by recorded delivery or special delivery),or e-mail.
10.2
Provided the relevant communication is not returned or rejected as undelivered, the notice or communication is deemed to have been given:

  • two Working Days after the day on which the letter was posted; or
  • four Working Hours after the communication was sent, in the case of email.

11. Dispute resolution

11.1
The parties shall attempt in good faith to resolve any dispute between  them arising out of or in connection with this Agreement within 20 days of  either party notifying the other of the dispute (or such other timescale as  shall be agree between the parties) and such efforts shall involve the  escalation of the dispute to the parties’ senior representatives. If the parties  fail to resolve any dispute then either Party may request by notice in writing  to the other party that any dispute be referred to an expert
11.2
The expert shall be appointed by agreement in writing between the parties, but in the event of a failure to agree within 10 Working Days, or if the person appointed is unable or unwilling to act, the expert shall be appointed on the instructions of either the President of   the Computing Services and Software association (or any other association that the parties reasonably understand to have replaced it).
11.3
The expert shall be appointed by agreement in writing between the parties, but in the event of a failure to agree within 10 Working Days, or if the person appointed is unable or unwilling to act, the expert shall be appointed on the instructions of either the President of   the Computing Services and Software association (or any other association that the parties reasonably understand to have replaced it).

11.3.1
he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially;
11.3.2
the expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the parties;
11.3.3
the expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within 30 working days of his appointment or as soon as reasonably practicable thereafter and the parties shall assist and provide the documentation that the xpert requires for the purpose of the determination;
11.3.4
the expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid

12. General

12.1
Nothing in this Agreement shall (except as expressly provided) be deemed to constitute a partnership, or create a relationship of principal and agent between the parties for any purpose.
12.2
This Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions.
12.3
You may not assign, novate, transfer, sub-contract or encumber any right or obligation under this Agreement, in whole or in part, without Our prior written consent.
12.4
If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
12.5
A waiver of any right under this Agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
12.6
We are entitled to modify or add to these API Terms and Conditions of Use at any time and We  will notify You of the updated terms by posting them on the Our website. By using the API after We have posted the updated terms, You are agreeing to the updated terms. If You do not agree to the updated terms, You should not continue to use the API.

13. Governing law and jurisdiction

13.1
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of Scotland and shall be subject to the exclusive jurisdiction of the Scottish courts.