• Agreement: Any written agreement, Order Form, Statement of Work, or other contract entered into between Applybox Digital Ltd and the Customer.
• Agreement Documentation: The Agreement together with all Order Forms, Statements of Work, pricing schedules, and written communications expressly incorporated by reference.
• Applybox / Applybox Digital: Applybox Digital Ltd (Company No. 16038205), registered office at 71–75 Shelton Street, Covent Garden, London WC2H 9JQ.
• API: The proprietary application programming interface, software, code, libraries, and related technology developed and owned by Applybox Digital.
• Customer: The person, firm, or company purchasing services or licences from Applybox Digital.
• IPR: All intellectual property rights including copyright, database rights, patents, trade secrets, know-how, trademarks, and all similar rights worldwide.
• Materials: Content or data supplied by the Customer to Applybox Digital.
• Permitted Users: The Customer’s employees and professional contractors or consultants acting solely on the Customer’s behalf and bound by confidentiality and security obligations no less protective than this Agreement.
• Platform / Aggregator: Any system, platform, marketplace, ATS, data aggregator, or service that enables access to or use of the API by or for the benefit of multiple third parties.
• Services / Work: The SaaS services, API access, software, support, and related services provided by Applybox Digital.

2.1 These Terms govern all Agreements and prevail over any Customer terms. Any variation must be agreed in writing and signed by both parties.

2.2 English law applies. The courts of England and Wales have jurisdiction, subject to Clause 15 (Urgent Relief).

2.3 Except as expressly stated, no third party has rights under the Contracts (Rights of Third Parties) Act 1999.

3.1 Applybox Digital grants the Customer a non-exclusive, non-transferable, revocable licence to use the API and Services solely for the Customer’s internal business purposes during the Term.

3.2 Where the API is deployed within infrastructure hosted or controlled by the Customer, ownership of all IPR remains with Applybox Digital.

3.3 The Customer must not resell, sublicense, white-label, commercially exploit, or make the API available to any third party except Permitted Users.

4.1 Access is limited to Permitted Users.

4.2 The Customer is fully responsible for all acts and omissions of Permitted Users as if they were its own.

4.3 Access by affiliates, buyers, portfolio companies, Platforms, or Aggregators requires Applybox Digital’s prior written consent.

5.1 Integration with any Platform or third-party system requires prior written approval and may be subject to additional fees and conditions.

5.2 Unapproved integrations constitute a material breach.

6.1 Fees are as set out in the Order Form and are exclusive of VAT.

6.2 Invoices are payable within 30 days of invoice date unless otherwise stated.

6.3 Late payments accrue interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, together with recovery costs.

7.1 Applybox Digital may suspend Services or API access immediately if:
(a) payment is overdue;
(b) unauthorised access or misuse is suspected; or
(c) continued provision poses security or legal risk.

7.2 Fees continue to accrue during suspension caused by the Customer.

8.1 The Agreement continues for the minimum term stated in the Order Form.

8.2 Termination for convenience before expiry of the minimum term requires payment of an early termination charge equal to 75% of the remaining minimum term fees.

8.3 Termination for material breach does not affect accrued payment obligations.

9.1 Any unauthorised third-party access to the API is a material breach.

9.2 Liquidated damages apply as follows:
(a) Unauthorised access by any non-Permitted User: one (1) times the applicable monthly subscription fee per month (or part thereof);
(b) Unauthorised access by any Platform or Aggregator: two (2) times the applicable monthly subscription fee per month (or part thereof).

9.3 The parties agree these amounts represent a genuine pre-estimate of loss and are not penalties.

10.1 Any change of control of the Customer or relevant business unit requires prior written consent.

10.2 Unapproved change of control constitutes a material breach.

11.1 Applybox Digital retains all IPR in the API and Services.

11.2 The Customer retains IPR in its Materials and data.

12.1 Each party shall comply with UK GDPR and applicable data protection laws.

12.2 Appropriate technical and organisational security measures shall be maintained.

13.1 Liability is unlimited for death, personal injury, fraud, or matters that cannot be excluded by law.

13.2 Subject to Clause 13.1, Applybox Digital's total liability is capped at the fees paid in the preceding 12 months.

13.3 Indirect and consequential losses are excluded.

14.1 The Customer indemnifies Applybox Digital against losses arising from Customer Materials, data, or misuse of the Services.

Nothing prevents either party from seeking injunctive or urgent relief from the courts to protect intellectual property, confidential information, or prevent unauthorised access.

16.1 Severability, waiver, and entire agreement provisions apply.