Squared Up Developer Agreement (PLUG-INS)
1. INTRODUCTION
1.1 Squared Up Limited ("we", "us", "our") is the licensor of a range of software products and services ("Squared Up Software") and we provide:
1.1.1 access to application program interfaces to the Squared Up Software (each an "API"); and
1.1.2 a range of information and tools ("SDK")
to developers to enable them to develop their own software products and/or data feeds for use with such Squared Up Software ("Plug-Ins").
1.2 These terms and conditions ("Agreement") apply to any individuals, companies or organisations (“you”, "your") who access and use the APIs and SDK to develop and distribute Plug-Ins.
2. REGISTRATION AND ACCEPTANCE
2.1 Access to the APIs and the SDK is managed by us via our public code repository (collectively referred to as the "Developer Docs"). You are required to register your details with us as a Developer and/or open an account in order to gain access to the Developer Docs.
2.2 By registering your details and/or where you access the Developer Docs or an API or the SDK or by submitting a Plug-In to us, you agree to the terms of this Agreement.
2.3 You warrant that all information provided in the registration is up to date, true, accurate and complete. Each registration is for a single user only. Where relevant, we do not permit you to share your username and password with any other person nor with multiple users on a network. It is your sole responsibility to maintain the confidentiality of your password and you are responsible for all activity that occurs under your username and password. We will not be liable where your password is used by someone else. We are entitled to assume that any access of the Developer Docs (or any APIs and/or the SDK) using your account details is authorised by you. We are not responsible for any unauthorised access to or use of your account. You should notify us immediately of any unauthorised use of your access credentials and any breach of security as soon as you become aware of it.
2.4 The Developer Docs and the APIs and SDK are intended for business use purposes only and not for consumer or private use.
2.5 We process information about you in accordance with our privacy policy.
3. YOUR USE OF Developer Docs, apiS and the sdk
3.1 We hereby grant you a non-exclusive, revocable right to use the Developer Docs, access APIs and use the SDK, solely for the purposes of developing Plug-Ins that can integrate with Squared Up Software.
3.2 We may also ban or suspend you as a user of Developer Docs if you do not comply with this Agreement and, in such an event, your permission to use the Developer Docs, APIs and SDK shall terminate and you must immediately cease all use of them.
3.3 We may restrict access to the Developer Docs, APIs and/or SDK if your usage is causing performance degradation to other users or otherwise negatively impacting other users and customers of the services.
3.4 Each API and elements of the SDK may be subject to additional terms of use and or licence terms. If you require a copy of any Squared Up Software, you will need to purchase a licence from us. If there is any inconsistency between this Agreement and any of such additional terms and licences, the latter terms and licences shall always prevail.
3.5 You agree not to use any other application programme interfaces to the Squared Up Software to develop and integrate your Plug-In other than the API made available by us for those purposes.
4. Plug-ins
4.1 Where you have completed the development of a Plug-In you are entitled to submit it to us to be listed on our website(s) and/or made available to our customers.
4.2 Where you submit a Plug-In, you shall draft and maintain a written description of the Plug-In and provide an end user licence agreement ("EULA") for the Plug-In. The written description must accurately describe the features of the Plug-In, specifications, usage limitations, available support and maintenance offerings, and the means of contacting you for those prospective customers that may be interested in purchasing or receiving more information about the Plug-In. You shall ensure that the information you provide is accurate, up-to-date and not misleading. The EULA must comply with applicable laws and must form the terms between you and a user for their use of the Plug-In. You grant us the right to publish such written description and EULA alongside any listing of the Plug-In.
4.3 You grant a non-exclusive, royalty-free, worldwide licence for us and third parties connected with us to publicly display the Plug-In listing material; identify, market and distribute the Plug-In on and through website(s); provide your written description, the EULA, reviews and other materials related to the Plug-In directly to our customers, suppliers, and other partners; and to identify you by name and/or logo as a contributor and in connection with the Plug-In.
4.4 You agree to comply with any additional listing guidelines in respect of Plug-Ins as provided to you or otherwise made available on our website(s) or in the Developer Docs.
4.5 Your listing, description and EULA shall not compare your Plug-In to Squared Up Software or to other Plug-Ins appearing in our listings. We reserve the right to review the written description and EULA and challenge their contents. All listings and EULAs are subject to our prior review and acceptance.
4.6 We reserve the right to evaluate and test a Plug-In prior to listing or publishing it and periodically thereafter. You hereby grant to us and our subcontractors and group companies a non-exclusive, non-transferable licence to install and use any Plug-In solely for internal evaluation and internal demonstration purposes.
4.7 The decision whether or not to list and/or make the Plug-In available is ours alone and subject to our sole discretion. We may withdraw the Plug-In from any listing or cease to make it available at any time without notice and without any obligation to give a reason for doing so. Without prejudice to the generality of the foregoing, we reserve the ability to suspend or terminate any listing of Plug-Ins or portion thereof on our website if:
4.7.1 we reasonably believe the listing is inaccurate, incomplete, misleading, or contains unlawful content;
4.7.2 you fail to respond to inquiries from prospective customers;
4.7.3 we reasonably believe you have breached this Agreement or any other agreement with us;
4.7.4 we receive a notice alleging a suspected or actual violation of a third party’s intellectual property rights related to the Plug-In or related listing materials; and/or
4.7.5 if your Plug-In causes performance degradations to users of Squared Up Software or otherwise negatively impacts our users and customers.
4.8 You shall be solely responsible for:
4.8.1 all use, installation, function, performance, operation of your Plug-In;
4.8.2 ensuring that your Plug-In is and remains interoperable with the Squared Up Software and any other third party software, service or hardware with which it the Plug-In is intended to be used; and
4.8.3 support and maintenance of your Plug-In.
4.9 You agree that you shall not represent in any manner that we have endorsed, warranted, tested, evaluated, or support your Plug-In.
4.10 We may determine or alter the approach to organising listings of Plug-Ins at any time, without notice. We may market, disclose, and publicly display software and services (including Plug-Ins and/or Squared Up Software) that are the same as or similar to your Plug-In(s) as well as the products and services offered by your competitors. Nothing in this Agreement limits our ability to develop products and services that are the same or similar to Plug-Ins, provided that such development is conducted without use of your proprietary information.
4.11 We reserve the ability to implement features that would let users and the general public post comments, ask questions, or rate products and services related to Plug-Ins. We disclaim responsibility to monitor or manage such features and you retain responsibility for monitoring comments, questions and ratings for accuracy, completeness, and content. Upon your provision of reasonable evidence demonstrating that a public user’s comment, question or rating contains malicious, misleading, or unlawful content, we shall take commercially reasonable efforts to post your comments in response or, in our sole discretion, remove the inappropriate content.
5. Availability
5.1 Access to the Developer Docs and any listed Plug-In is permitted on a temporary basis, and we reserve the right to withdraw or amend the Developer Docs or amend, withdraw or replace the APIs, the SDK and/or any Plug-In (in whole or part) without notice to you, in our sole discretion and without any obligation to give reasons for doing so. We will not be liable if for any reason the Developer Docs, SDK any API or any Plug-In are withdrawn or unavailable at any time or for any period.
5.2 We cannot promise that the Developer Docs, APIs and/or SDKs will be free from errors or omissions nor that they will be available uninterrupted and they may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons reasonably beyond our control or as a consequence of any actions or inactions of you or any third party. We will not be liable to you or to any other person in the event that all or any part of the Developer Docs is discontinued, modified or changed in any way.
5.3 We shall not be liable for any failure, any suspension or any termination of access to the Developer Docs, APIs, SDKs or Plug-Ins in connection with or arising out of a force majeure event. In this Agreement, a "force majeure" event shall include, without limitation, strikes, lock-outs or other industrial disputes, nuclear accident or acts of God, war or terrorist activity, riot, civil commotion, malicious damage, compliance with any law or government order, rule regulation or direction, accident or breakdown of plant or machinery, interruption or failure in communications networks and facilities (including the internet), fire, flood, storm or default of suppliers, and where they are beyond our reasonable control, any other acts, events, omissions or accidents.
5.4 You are responsible for making all arrangements necessary for you to have access to the Developer Docs. You are also responsible for ensuring that all persons who access the Developer Docs through your internet connection are aware of these terms, and that they comply with them.
6. Your obligations
6.1 You shall ensure that your use of the Developer Docs, SDK, any API and each Plug-In that you develop and offer complies with all applicable laws. You agree that you will not:
6.1.1 use the Developer Docs, SDK, any API develop; or
6.1.2 develop and/or offer a Plug-In
in any way that may lead to the encouragement, procurement or carrying out of any criminal or unlawful activity or that is fraudulent or has any unlawful or fraudulent purpose or effect. Furthermore, you agree not to do anything that may cause damage to us or our reputation or to the Squared Up Software, our servers, systems or equipment or those of third parties. You agree not to access any users' data or penetrate or circumvent any security measures or attempt to do any such acts.
6.2 You acknowledge and agree that the SDK and the API are the only elements needed to achieve integration and interoperability as between Squared Up Software and your Plug-In. You agree not to:
6.2.1 copy any element of the SDK or API except where such copying is incidental to normal use of the SDK and API in accordance with this Agreement;
6.2.2 rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the SDK;
6.2.3 make alterations to, or modifications of, the whole or any part of API or SDK nor permit them or any part of them to be combined with, or become incorporated in, any other software programs;
6.2.4 disassemble, decompile, reverse engineer or create derivative works based on the whole, or any part, of the API or SDK nor attempt to do any such things except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of them with another software program, and provided that the information obtained by you during such activities:
6.3 Unless expressly agreed by us in writing, you agree not to give any indication that you have any commercial relationship with us, or that you are our agent or that we have endorsed any of your activities.
6.4 You are not authorised to represent us or enter into contracts on our behalf or make any statements, warranties or representations on our behalf. You agree not to make any representations relating to us, Squared Up Software or our products and/or services.
7. Warranties
7.1 You warrant, represent and undertake that:
7.1.1 you have all necessary rights, consents and permissions to enter into this Agreement and to develop and make available each Plug-In;
7.1.2 your Plug-In(s) shall be free of any viruses or malicious code that may degrade or infect any Squared Up Software, our network or systems or any user product, service, network or system;
7.1.3 your Plug-In(s) do not infringe, misappropriate, or violate any patent, copyright, trade mark, trade secret, design right, database right moral right, or other proprietary right of a third party; and
7.1.4 your Plug-In(s) will not interact or be licensed in such a way as to create obligations on us or the user or that would grant any rights over Squared Up Software (including any requirement to license Squared Up Software under open source or free software schemes).
8. Confidentiality
8.1 You undertake that you shall not at any time disclose to any person any confidential information concerning our business, affairs, customers, clients or suppliers, except as permitted by clause 7.3.
8.2 The unique URLs and/or secret keys that permit access to Squared Up Software via an API are our confidential information must not be disclosed except as permitted by clause 7.3.
8.3 You may disclose our confidential information solely:
8.3.1 to your employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out your rights and obligations under the Agreement. You shall ensure you’re your employees, officers, representatives, contractors, subcontractors or advisers to whom you disclose our confidential information comply with this clause 7.3; and
8.3.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority provided that, to the extent legally permitted to do so, you shall notify us as soon as reasonably possible before making any such disclosure.
8.4 You shall not use our confidential information for any purpose other than to perform your obligations and exercise your rights under this Agreement.
9. Intellectual property rights
9.1 You are the owner or the licensee of all patents, copyright, trade mark, trade secret, design right, database right moral right and other intellectual property rights arising in and to the Plug-In(s). We are the owner or the licensee of all patent, copyright, trade mark, trade secret, design right, database right moral right and other intellectual property rights arising in and to the Squared Up Software, APIs, the SDK and the Developer Docs (and in the material published on it or made available through it). Those works are protected by intellectual property laws and treaties around the world. All such rights are reserved.
9.2 The contents of Developer Docs including (without limitation) APIs, SDK web pages, computer codes of elements comprising the Developer Docs, and any software provided to you by us may not be copied, reproduced, communicated and/or made available to the public, republished, downloaded, posted, recorded, broadcast or transmitted or used in any other way except as permitted by us in this Agreement.
9.3 You must not use any part of the materials in our Developer Docs for commercial purposes without first obtaining a licence to do so from us or our licensors.
10. Our liability, DISCLAIMERS and indemnity
10.1 Nothing in this Agreement shall restrict your statutory rights, nor shall anything in this Agreement exclude or limit our liability for death or personal injury resulting from our negligence or from any fraud or fraudulent misrepresentation nor any other liability which cannot be excluded or limited under applicable law.
10.2 Subject to clause 10.1, we shall not be liable to you whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of anticipated savings, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising.
10.3 Subject to clause 10.1 and clause 10.2, our total aggregate liability to you in contract or tort (including negligence) or for breach of statutory duty or otherwise in connection with this Agreement shall not exceed £100.
10.4 The Developer Docs, SDK and APIs are made available to you "as is" and without any fee payable by you and, save as expressly set out in this Agreement, we make no warranties, representations or promises with respect to the Developer Docs, SDK and APIs and all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law (including fitness for purpose merchantability and satisfactory quality) in respect of Developer Docs, SDK and APIs are, to the fullest extent permitted by applicable law, excluded from this Agreement.
10.5 While we endeavour to ensure that the information on Developer Docs is correct, we make no promise nor do we give any warranty or guarantee regarding the accuracy and completeness of the material on Developer Docs.
10.6 Commentary and other materials posted on Developer Docs are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such information, commentary and materials by any visitor to Developer Docs, or by anyone who may be informed of any of its contents.
10.7 We shall not be liable you for any losses arising from your exercise of the rights granted to you under this Agreement. Accordingly, you shall indemnify us from and against all liability, damages, losses, fines, expenses and costs (including professional costs and expenses) incurred by us as a result of:
10.7.1 any claim by a third party arising out of or in connection with defective Plug-Ins licensed by you, to the extent that the defect is attributable to your acts or omissions;
10.7.2 any claim by a third party that the Plug-ins infringe any patent, copyright, trade mark, trade secret, design right, database right moral right or other intellectual property rights
11. Security and Viruses
11.1 You must notify us of any security incident in relation to your Plug-In which affects, may affect or is relevant in any other manner for us, our and/or your customers or their respective data, our products and services and cooperate with us to remediate any such security incident. Your network, operating system, and the software of your web servers, databases, and computer systems must be properly configured to securely operate your Plug-In. Your Plug-In must use industry standard security measures to protect the private information of your users.
11.2 You agree to use your best endeavours, including the use of industry best practice screening software and firewalls, to ensure that viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful are not introduced into the Developer Docs, APIs, SDK, Squared Up Software or Plug-Ins.
11.3 You must not misuse the Developer Docs, APIs, SDK, Squared Up Software or Plug-Ins by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Developer Docs, APIs, SDK, Squared Up Software or, the server on which on the Developer Docs, APIs, SDK, our Squared Up Software or related data are stored or any server, computer or database connected to the Developer Docs, APIs, SDK or Squared Up Software. You must not attack the Developer Docs, APIs, SDK, our Squared Up Software via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Developer Docs, APIs or SDK will cease immediately.
12. Assignment
12.1 We shall be entitled to assign or transfer the agreements made under this Agreement as we think fit.
12.2 This Agreement and the licences granted to you under them are personal to you. You shall not assign, transfer, sub-licence or otherwise deal with any of your rights and obligations under such agreements without our prior written consent.
13. Notices
13.1 We may provide notice by email to the email address provided upon initial registration
13.2 You must promptly notify us of changes to your current correct contact details.
13.3 Except where otherwise specified, you must give us notice under this Agreement by email to hello@squaredup.com (or any other email address notified by us for such purposes from time to time).
13.4 Notices shall be deemed to have been received, when the email is sent (unless the sender receives a delivery failure notification for reasons other than the recipient's email address not being valid) or if delivery is not during our business hours of 9am to 17:00 UK time on weekdays other than Saturday, Sunday and bank holidays ("Business Days"), at the start of the next Business Day following delivery.
14. General
14.1 This Agreement constitutes the entire agreement between us and you relating to the use of the Developer Docs. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Agreement. Nothing in this clause 13.1 shall limit or exclude any liability for fraud.
14.2 A person who is not a party to any contract made pursuant to this Agreement shall have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any terms of such contract.
14.3 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
14.4 No delay, failure or omission on our part in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this licence or by law shall be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy, nor shall any single or partial exercise of any such right, power, privilege, claim or remedy preclude the exercise of that or any other right, power, privilege, claim or remedy.
14.5 We may revise this Agreement at any time by publishing the revised version in the Developer Docs. You are expected to check the Developer Docs from time to time to take notice of any changes we make, as they are binding on you. Some of the provisions contained in this Agreement may also be superseded by provisions or notices published elsewhere on Developer Docs.
14.6 This 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 England and Wales and each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
These terms and conditions were last updated on 14th October 2025.