AFRIWISE NV – API License Addendum
(Supplement to Terms and Conditions Afriwise NV (Sep 2025))
Effective September 2025
This API Licence Addendum (“Addendum”) forms part of, and is subject to, the Afriwise Terms and Conditions for Subscribers (the “Main Agreement”). Capitalised terms used but not defined herein have the meaning given in the Agreement. If there is any conflict between this Addendum and the Agreement, this Addendum shall prevail with respect to API use.
1. Grant of API Licence
1.1 Subject to Your compliance with this Addendum and the Main Agreement, We grant You a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use Afriwise’s application programming interface(s) (“API”) solely for the internal operational and business purposes of Your Authorised Users, during the Term.
1.2 This Addendum expressly supersedes Clause 4.4 of the Main Agreement to the extent necessary to permit API Access as described herein.
2. API Access and Credentials
2.1 We will provide You API keys, tokens or other credentials, or permit You to elect its own credentials.
2.2 You must keep all credentials secure and confidential, ensure they are only accessible to those limited personnel within Your organisation who require them to implement or maintain the API integration, and immediately notify Afriwise if compromised.
2.3 You shall ensure that API credentials are not disclosed to general Authorised Users or to any third party. You remain responsible for all use of the API through its credentials.
2.4 Where You elect Your own credentials, You remain solely responsible for their creation, distribution, and security. We accepts no liability for loss or misuse resulting from Subscriber-generated credentials.
2.5 We may, at Our discretion, use secure third-party tools (such as one-time password sharing services) to transmit credentials. You acknowledges that the security of such credentials thereafter lies with You.
3. Usage Restrictions
3.1 Except as expressly permitted, You shall not:
(a) if applicable, exceed the usage limits, rate limits or quotas specified in the applicable Quotation or API documentation;
(b) use the API to create an independently searchable database of the Materials for commercial exploitation;
(c) cache or store Materials retrieved via API for longer than ninety (90) days, unless expressly authorised in writing;
(d) use API data to train, fine-tune, or otherwise develop machine learning or artificial intelligence models, unless expressly agreed in a separate licence;
(e) attempt to reverse engineer, decompile, or otherwise derive the source code or structure of the API;
(f) use the API in a way that circumvents technical usage restrictions or security measures; or
(g) introduce viruses, malware, or other malicious code into the API or Platform environment.
4. Permitted Outputs
4.1 You may create internal reports, dashboards, or analytical outputs derived from Materials accessed through the API for your own operational and internal business use.
4.2 Distribution of such outputs outside Your organisation, requires Our prior written consent or a separate licence. For clarity, this restriction expressly excludes Subscriber’s parent companies, subsidiaries, affiliates, or other group companies, unless We have expressly agreed in writing and applicable additional fees have been paid.
5. Fees and Payment
5.1 Fees for API Access are in addition to subscription fees under the Main Agreement, as set out in the applicable Quotation, unless waived by Us.
5.2 Afriwise reserves the right to charge additional fees for exceeding agreed usage quotas.
6. Service Levels, Changes and Deprecation
6.1 Afriwise may modify or update the API, but will use reasonable efforts to provide at least thirty (30) days’ prior notice of material changes or deprecation of any API version.
6.2 You must migrate to updated versions within the deprecation period specified by Us.
7. Audit and Monitoring
7.1 We may monitor API usage to ensure compliance. You shall provide reasonable assistance or records to verify compliance if requested.
8. Intellectual Property
8.1 All rights, title and interest in the API, the Materials, and any related intellectual property remain with Afriwise or its licensors. You acquire no ownership rights by virtue of this Addendum.
9. Liability
9.1 The limitations and exclusions of liability set out in Clause 7 of the Main Agreement apply equally to this Addendum.
10. Term and Termination
10.1 This Addendum begins on the API access start date set out in the Quotation and continues until expiry or termination of the Main Agreement, unless terminated earlier.
10.2 Either party may terminate this Addendum for material breach upon thirty (30) days’ written notice if such breach remains uncured.
10.3 Upon termination, You must immediately cease all use of the API and destroy credentials and cached Materials (unless otherwise agreed upon in writing), except for internal analytical outputs created prior to termination, which may be retained for compliance and record-keeping purposes.
11. General
11.1 This Addendum forms part of the Main Agreement and is governed by the same law and jurisdiction.
11.2 We may update this Addendum from time to time. Such updates will take effect from the start of the next Term (as defined in the Main Agreement), unless You object in writing prior to renewal. In such case, You may elect to terminate API Access at the end of the current Term, while the remainder of the Main Agreement shall continue in full force and effect.