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API LICENCE AGREEMENT AND TERMS OF SERVICE

Last Updated: 21st December 2025

This API Licence Agreement (the "Agreement") is a legal agreement between Calcemy Ltd, a company registered in England and Wales with number 16853773, whose registered office is at 1 The Pightle, Newbury, RG20 7JS ("Calcemy," "Provider," "we," "us," or "our") and the entity or individual accessing or using the API ("Licensee," "you," or "your").

By obtaining an API Key, subscribing to a plan, or making a request to the Calcemy Asset Finance Pricing API (the "API"), you agree to be bound by the terms of this Agreement.

1. Definitions

  • "API" means the Calcemy Asset Finance Pricing Application Programming Interface, including all endpoints, tools, and documentation provided by us.

  • "Data" means the pricing outputs, interest rate calculations, amortisation schedules, and residual value estimates generated by the API.

  • "Free Tier" means the zero-cost subscription level with limited features and usage caps.

  • "Paid Subscription" means any tiered pricing plan requiring payment of Fees.

  • "Authorised Purpose" means the use of the API for internal business pricing estimation or integration into Licensee’s internal software systems.

2. Grant of Licence

Subject to your compliance with this Agreement, Calcemy grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to use the API solely for the Authorised Purpose.

2.1 Free Tier

  • Access is provided strictly for testing and low-volume usage.

  • Calcemy reserves the right to throttle usage (limit API calls) or terminate Free Tier access at any time without notice.

2.2 Paid Subscription

  • Access limits (rate limits) are defined by the specific tier purchased.

  • We will use reasonable endeavours to ensure the API is available 99.9% of the time, subject to maintenance windows, though this does not constitute a guarantee unless specified in a separate Service Level Agreement (SLA).

3. Restrictions and Acceptable Use

You shall not, and shall not allow any third party to:

  1. Resell, sublicense, or distribute the API or the Data to third parties as a standalone product.

  2. Reverse engineer, decompile, or disassemble the API.

  3. Use the API to create a product that competes directly with Calcemy.

  4. No Financial Advice: You acknowledge that Calcemy is a software provider, not a financial advisor or lender. You shall not rely on the Data as the sole basis for binding lending decisions, credit underwriting, or regulatory reporting. All Data must be independently verified.

4. Fees and Payment

  • Fees: Fees for Paid Subscriptions are payable in advance on a Monthly or Annual basis.

  • VAT: All fees are exclusive of Value Added Tax (VAT), which will be charged at the prevailing rate where applicable.

  • Non-Refundable: Unless required by UK consumer law, all fees paid are non-refundable.

  • Price Changes: We may adjust pricing upon 30 days' notice. Continued use constitutes acceptance.

5. Intellectual Property

All intellectual property rights in the API, the Documentation, and the underlying algorithms belong to Calcemy Ltd. You retain ownership of your own applications and the specific customer data you input into the API.

6. Warranties and Disclaimers

6.1 "As Is" Basis

THE API IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY ENGLISH LAW, CALCEMY LTD DISCLAIMS ALL CONDITIONS, WARRANTIES, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.2 Accuracy of Calculations

WHILE CALCEMY LTD STRIVES FOR MATHEMATICAL PRECISION, ASSET FINANCE CALCULATIONS ARE COMPLEX AND SUBJECT TO VARIABLES OUTSIDE OUR CONTROL. WE DO NOT WARRANT THAT THE DATA WILL BE ERROR-FREE OR SUITABLE FOR REGULATORY COMPLIANCE.

7. Limitation of Liability

IMPORTANT: PLEASE READ.

7.1 Exclusions Prohibited by Law Nothing in this Agreement limits or excludes Calcemy Ltd’s liability for:

  • Death or personal injury caused by our negligence;

  • Fraud or fraudulent misrepresentation; or

  • Any other liability that cannot be excluded or limited by English law.

7.2 Exclusion of Losses Subject to clause 7.1, Calcemy Ltd shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

  • Loss of profit, sales, business, or revenue;

  • Loss of anticipated savings;

  • Loss or corruption of data;

  • Financial losses resulting from pricing errors or loan miscalculations; or

  • Any indirect or consequential loss.

7.3 Cap on Liability

SUBJECT TO CLAUSE 7.1 AND 7.2, CALCEMY LTD’S TOTAL AGGREGATE LIABILITY TO YOU ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO:

  • FOR FREE TIER USERS: £1.00 (ONE POUND STERLING).

  • FOR PAID SUBSCRIPTION USERS: THE TOTAL AMOUNT PAID BY YOU TO CALCEMY LTD IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE.

8. Indemnity

You agree to indemnify and hold Calcemy Ltd harmless against all claims, demands, actions, costs, expenses, liabilities, and damages (including legal costs) arising out of or in connection with: (a) your use of the API; (b) any breach of this Agreement by you; or (c) any financial service or product you offer to third parties using Data derived from our API.

9. Data Protection

Both parties agree to comply with all applicable data protection laws, including the UK Data Protection Act 2018 and the UK GDPR. If you input personal data into the API, you represent that you have the lawful basis to do so.

10. Termination

We may terminate or suspend your access immediately, without prior notice, if you breach these terms (including non-payment). Upon termination, your right to use the API ceases immediately.

11. General

  • Third Parties: This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

  • Governing Law: This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.

  • Jurisdiction: The courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.