With this publication, the OpenBankingProject.ch provides interested parties with a template for an "API license agreement", which is tailored to Open Banking constellations and can be considered as a proposal for a corresponding contractual basis. It contains suggestions and instructions for setting up an API license agreement and will be updated accordingly while stating the current version number.
This document is to be understood as a template or a non-binding proposal on how data exchange required for Open Banking constellations, between a data managing party (usually a bank, as licensor) and an interested Third Party Provider (TPP, as licensee), can be contractually regulated. The template aims at establishing a license agreement in which the licensor commits to provide APIs and API content (customer data) and the licensee commits to pay a license fee in return.
It should be noted that, for the sake of high modularity and many possible uses, this template does not regulate a specific open banking service (such as payment initiation service, account information services etc.), but is intended to facilitate the data exchange via APIs that is a fundamental requirement in open banking constellations, all while complying with the anticipated data protection provisions (and, in the case of banks, the anticipated regulatory provisions). Various footnotes contain information on alternative possibilities for contractual provisions and on ancillary provisions that need to be specified by the parties. If modifications are made within the template, it is important to ensure that the modifications are compatible with the content of the other provisions.
It is emphasized that it is impossible to consider all eventualities of an individual case within one template. Therefore, all interested parties using the template are strongly advised to seek individual legal and tax advice to evaluate the applicability of the template and to make any necessary additions/adjustments tailored to the individual case.
The template is provided to you by OpenBankingProject.ch for free use and free of charge.
The template is published as a PDF file and can be downloaded here. If you are interested in an editable Word file or have suggestions for improvement, please contact us at the following address: info@obp.ch
The template "API License Agreement" provided here contains suggestions and hints for drafting an API Licence Agreement between business partners and is subject to continuous updates. It exclusively serves as an illustrative example under Swiss law and does not in any case replace individual legal and tax advice. The OpenBankingProject.ch excludes any liability for possible damages resulting from the use of this template.
Author:
Rechtsanwalt Mario Blazanovic, Researcher am Institut für Bankenrecht der Universität Bern