Depop API Access Service Terms

IMPORTANT – PLEASE READ CAREFULLY

These API Access Terms (the "Terms") govern access to and use of the Depop application programming interface ("API") by any partner organisation ("You"). These Terms are published online and apply to all API partners unless varied by a separate Order Form (as defined in Clause 1) executed between Depop and You.

By accessing or using the API, or by signing an Order Form that incorporates these Terms, You agree to be bound by these Terms. If You do not agree, You must not access or use the API.

Where Depop and You have executed an Order Form, the terms of the Order Form shall take precedence over these Terms to the extent of any conflict or inconsistency. All other provisions of these Terms shall continue in full force and effect.

API TERMS OF SERVICE

1. Definitions

Clause headings shall not affect the interpretation of these Terms. The following terms have the following meanings:

1.1 "API" means Depop's application programming interface, including all associated software, documentation, and materials made available by Depop to You under these Terms.

1.2 "API Documentation" means the documentation, guidelines, and specifications for the API provided by Depop, as updated from time to time.

1.3 "Applicable Laws" means all laws, regulations, binding codes, and guidelines applicable to either Party or the performance of either Party's obligations under these Terms.

1.4 "Business Day" means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.

1.5 "Your Application" means the software application, website, or other product developed, operated, or maintained by or on behalf of You that utilises the API.

1.6 "Confidential Information" means all information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, technology and technical information, product designs, and business processes. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. Any benchmark data generated by Depop during the term of these Terms and shared with You shall be deemed to be Depop's Confidential Information.

1.7 "Depop Platform" means Depop's online marketplace, mobile applications, websites, and related services.

1.8 "Depop Terms of Service" means Depop's Terms of Service, as updated from time to time.

1.9 "Depop Privacy Policy" means Depop's Privacy Policy, as updated from time to time.

1.10 "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

1.11 "Listing" means an offer to sell a physical product created by You, or a Seller if applicable, on or via Your Application, including any Listing Content.

1.12 "Listing Content" means any content, materials, data or other information provided by You or a Seller via the API or Your Application in connection with such Listing.

1.13 "Order Form" means a written agreement between Depop and You that is expressed to incorporate these Terms and that sets out commercial or operational terms specific to You, including (without limitation) Your corporate name and details, the Effective Date, the term of access, any specific rate limits, fees and/or any other terms. In the event of any conflict or inconsistency between an Order Form and these Terms, the Order Form shall prevail.

1.14 "Rate Limits" means the maximum number of API requests that You may make in a specified period, as set forth in Clause 3.5 of these Terms or as otherwise agreed in an Order Form or communicated by Depop to You from time to time.

1.15 "Sellers" means end-user sellers on Your Application whose details You share with the API.

1.16 "Term" has the meaning given in Clause 4.1.

1.17 "User Data" means any data, information, or content related to users of the Depop Platform that is accessed, collected, or processed by You through the API.

2. API Access

2.1 Grant of Rights. Subject to Your compliance with these Terms (and any applicable Order Form), Depop hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to: (a) access and use the API solely for the purpose of developing, implementing, and operating Your Application; and (b) use the API Documentation solely in connection with Your use of the API.

2.2 API Keys. Depop will provide You with API credentials (such as API keys, passwords, authentication tokens, or other security credentials) to enable You to access the API. You shall keep all such credentials confidential and shall not share them with any third party without Depop's prior written consent. You are responsible for all activities that occur using Your API credentials. You agree to implement and maintain industry-standard security measures to protect the confidentiality and integrity of the API credentials, including but not limited to secure storage, access controls, and encryption in transit and at rest. In the event of any suspected or actual compromise of the API credentials, You agree to notify Depop in writing immediately.

2.3 Compliance with the Acceptable Use Policy. When using the API You shall comply with, and ensure your Sellers compliance with, the Acceptable Use Policy set out in Schedule 2.

2.4 API Documentation. You shall comply with all requirements and restrictions set forth in the API Documentation. Depop may update the API Documentation from time to time, and You shall comply with the most current version.

2.5 Changes to the API. Unless otherwise agreed in an Order Form, Depop may change, suspend, or discontinue any aspect of the API at any time, including the availability of any API feature, database, or content. Depop will use commercially reasonable efforts to provide You with advance notice of any material changes to the API, but Depop may make changes without notice if necessary to address security concerns, comply with Applicable Laws, or prevent abuse or harm.

3. Scope and Obligations

3.1 Depop's Obligations.

Depop shall:

(a) use commercially reasonable endeavours to maintain the API and make it available to You in accordance with these Terms;

(b) provide You with reasonable technical assistance and API Documentation to facilitate Your integration with the API;

(c) use commercially reasonable endeavours to notify You of any scheduled maintenance that may affect the availability of the API; and

(d) use commercially reasonable endeavours to communicate with You regarding any issues or incidents affecting the API.

3.2 Your Obligations.

You shall:

(a) use all reasonable endeavours to implement the necessary integration work to connect Your Application with the API;

(b) ensure that Your Application complies with all requirements set forth in these Terms and the API Documentation;

(c) cooperate with Depop in the resolution of any technical issues related to Your use of the API;

(d) provide Depop with reasonable information and assistance as necessary to enable Depop to perform its obligations under these Terms;

(e) ensure that at no point is the buyer experience, or that of any Depop Platform user, negatively impacted due to an incomplete or underdeveloped integration between the API and Your Application. If You are unable to implement any feature or functionality of the API (such as offer management), You shall implement alternative manual processes to ensure a smooth and consistent buyer experience until such time as the API integration for that feature is complete;

(f) Ensure you comply with Schedule 3 - Depop's Circularity and Sustainability Policy in connection with your use of the API;

(g) ensure that all Listings sent via the API: (i) are subject to, and have passed, Your standard screening and onboarding measures applicable to Listings and Sellers on Your Application; and (ii) any Seller (as applicable) has an account on Your Application that is in good standing;

(h) promptly remove any Listing displayed on the Depop Platform via the API: (i) if requested by Depop; or (ii) after becoming aware of any facts or circumstances that reasonably indicate such Listing is not compliant with these Terms or the Depop Terms of Service. At Depop's request, You will cease sending via the API any Listings from any particular Seller notified by Depop; and

(i) agree that Your use of the API, the display of Listings on the Depop Platform, and the Listings, in each case via the API, are subject to the Depop Terms of Service and Privacy Policy. You will enter into enforceable terms, including a privacy policy, with Your Application's users which are consistent with Your obligations under these Terms ("Application Terms"). The Application Terms will be between You and the user and will not create or imply any obligation on Depop. You will ensure that users are required to accept the Application Terms in a manner that is legally enforceable.

3.3 Cooperation. The Parties shall cooperate with each other in good faith to facilitate the successful integration of Your Application with the API. Each Party shall designate a primary contact person responsible for communications between the Parties regarding technical and operational matters.

3.4 Costs. Each Party shall bear its own costs and expenses incurred in connection with the performance of its obligations under these Terms, including but not limited to all development, integration, and maintenance costs, unless otherwise agreed in an Order Form.

3.5 Default Rate Limits.

Unless otherwise specified in an Order Form, Depop will impose the following Rate Limits on Your use of the API:

(a) for product creates and updates: a maximum of 20 API requests per second; and

(b) for all other features of the API: a maximum of 100 API requests per second.

These Rate Limits are intended to ensure the stability and performance of the Depop Platform. Depop reserves the right to modify these Rate Limits upon reasonable notice to You. Specific Rate Limits may be agreed in an Order Form.

3.6 Suspension. If Depop reasonably determines that Your use of the API is in breach of Applicable Laws, causing or is likely to cause technical problems to the Depop Platform, is resulting in excessive API usage beyond the Rate Limits, or poses a security risk to Depop or its users, Depop may temporarily suspend Your access to the API without liability. Depop shall:

(a) provide You with notice of such suspension as soon as reasonably practicable;

(b) provide You with information regarding the reasons for the suspension; and

(c) restore Your access to the API once the issue causing the suspension has been resolved to Depop's reasonable satisfaction.

3.7 Modifications to Listings. Depop may modify Listing Content to display it on the Depop Platform (for example, to fit the Depop character or image limit, match its look and feel, comply with listing policies or other requirements, and/or for legal or technical reasons). Notwithstanding anything to the contrary, as between the Parties, Depop retains the sole ownership, decision-making authority, and control over the Depop Platform and API.

4. Term and Termination

4.1 Term. These Terms shall apply from the date You first access the API or, where an Order Form has been executed, from the Effective Date specified in the Order Form (the "Term"). These Terms and the Order Form shall continue until terminated by either Party on ninety (90) days' written notice.

4.2 Termination for Cause. Either Party may terminate these Terms with immediate effect by giving written notice to the other Party if:

(a) the other Party commits a material breach of these Terms and (if such breach is remediable) fails to remedy that breach within fourteen (14) days after being notified in writing to do so;

(b) the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or

(c) the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

4.3 Termination by Depop. Depop may terminate these Terms with immediate effect by giving written notice to You if:

(a) You use the API in a manner that violates Applicable Laws or third-party rights, or in a manner that poses a security risk to Depop or its users; or

(b) You exceed the Rate Limits on multiple occasions and fail to remedy the situation after being notified by Depop.

(c) Depop may also terminate these Terms for convenience with 30 days' written notice (provided it repays to You a pro-rata amount of pre-paid fees paid by You relating to the unused portion of the Term).

4.4 Effect of Termination.

Upon termination or expiration of these Terms for any reason:

(a) all licences and rights granted to You under these Terms shall immediately terminate;

(b) You shall immediately cease all use of the API and delete all copies of any API Documentation in Your possession or control;

(c) You shall delete any data collected from Depop or its users via the API;

(d) You shall immediately pay to Depop any outstanding amounts owed; and

(e) each Party shall return or destroy all Confidential Information of the other Party in its possession or control, except as required to comply with Applicable Laws.

4.5 Survival. The following Clauses shall survive termination or expiration of these Terms: Clause 1 (Definitions), Clause 6 (Confidentiality), Clause 7 (Intellectual Property), Clause 9 (Limitation of Liability), Clause 10 (Indemnification), Clause 12 (Data Protection), Clause 13 (Dispute Resolution), Clause 14.9 (Governing Law), and any other provision which by its nature should survive termination.

5. Payment Terms

5.1 Fees. Unless otherwise specified in an Order Form, Depop shall provide access to the API free of charge during the Term, provided You remain within the Rate Limits.

5.2 Fees Specified in an Order Form.

Where an Order Form specifies fees payable for API access or other items:

(a) Invoices shall be sent in accordance with the payment schedule set out in the Order Form;

(b) Invoices shall be paid within thirty (30) days of the invoice date, unless otherwise agreed in the Order Form; and

(c) all fees are exclusive of VAT or other applicable taxes, which shall be payable by the paying party in addition.

5.3 Right to Introduce Fees. Where the API is currently provided free of charge, Depop reserves the right to introduce fees upon no less than sixty (60) days' prior written notice. You shall have the right to terminate these Terms prior to the introduction of such fees by providing written notice to Depop.

5.4 Taxes. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. The paying party shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on the invoicing party's income.

5.5 No Refunds. All fees paid are non-refundable, except as expressly provided in these Terms.

6. Confidentiality

6.1 Confidentiality Obligations.

The Receiving Party shall:

(a) keep confidential and not disclose the Disclosing Party's Confidential Information to any third party without the Disclosing Party's prior written consent, except as expressly permitted under these Terms;

(b) use the Disclosing Party's Confidential Information only for the purpose of performing its obligations or exercising its rights under these Terms;

(c) protect the Disclosing Party's Confidential Information from unauthorised use, access, or disclosure with at least the same degree of care as it uses to protect its own confidential information, but in no event with less than reasonable care; and

(d) limit access to the Disclosing Party's Confidential Information to those of its employees, contractors, and agents who need such access for purposes consistent with these Terms and who are bound by confidentiality obligations at least as protective as those contained herein.

6.2 Exceptions. The Receiving Party may disclose the Disclosing Party's Confidential Information to the extent required by Applicable Laws or by order of a court or governmental agency, provided that the Receiving Party:

(a) gives the Disclosing Party reasonable prior written notice of such disclosure (to the extent permitted by Applicable Laws);

(b) uses reasonable efforts to limit such disclosure to the minimum amount required; and

(c) uses reasonable efforts to obtain confidential treatment or a protective order for the disclosed Confidential Information.

6.3 Duration. The obligations in this Clause 6 shall continue for a period of three (3) years after the termination or expiration of these Terms, except for trade secrets, which shall be maintained as confidential for as long as they remain trade secrets under Applicable Laws.

7. Intellectual Property

7.1 Ownership by Depop. As between the Parties, Depop owns and shall retain all right, title, and interest in and to:

(a) the API, API Documentation, and all Intellectual Property Rights therein;

(b) the Depop Platform and all Intellectual Property Rights therein;

(c) Depop's Confidential Information;

(d) Depop's trademarks, service marks, trade names, logos, and brand elements ("Depop Marks"); and

(e) any modifications, improvements, or derivatives of any of the foregoing.

7.2 Ownership by You.

As between the Parties, You (or your Sellers as applicable) own and shall retain all right, title, and interest in and to:

(a) Your Application (excluding any Depop materials incorporated therein) and all Intellectual Property Rights therein;

(b) Your Confidential Information;

(c) Your trademarks, service marks, trade names, logos, and brand elements; and

(d) Your Listing Content.

7.3 Feedback. If You provide Depop with any suggestions, comments, or feedback regarding the API or Depop Platform ("Feedback"), You hereby grant to Depop a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable, transferable licence to use, reproduce, modify, create derivative works of, distribute, publicly perform, publicly display, and otherwise exploit such Feedback for any purpose, without any restriction or obligation to You.

7.4 No Implied Licences. Except for the express licences granted in these Terms, nothing in these Terms shall be construed as granting either Party any right, title, or interest in or to any of the other Party's Intellectual Property Rights.

7.5 Use of Depop Marks. You shall not use any Depop Marks without Depop's prior written consent. Any use of Depop Marks by You shall be subject to Depop's then-current trademark usage guidelines and policies.

7.6 Use of Listing Content. You acknowledge that Depop may use the Listing Content in accordance with the Depop Terms of Service (and that Depop users may use such Listing Content in accordance with the Depop Terms of Service, including when using the “Repop” function).

8. Representations and Warranties

8.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:

(a) it is duly organised, validly existing, and in good standing under the laws of the jurisdiction of its organisation;

(b) it has the full right, power, and authority to enter into these Terms and to perform its obligations hereunder;

(c) the execution of these Terms by its representative has been duly authorised by all necessary corporate or organisational action; and

(d) these Terms constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with their terms.

8.2 Your Representations and Warranties. You represent and warrant to Depop that:

(a) You will use the API in compliance with all Applicable Laws and these Terms;

(b) You have all necessary rights, licences, and permissions to develop, distribute, and operate Your Application and to send Listings and Seller details to Depop and that Listings shall be subject to the Depop Terms of Service and Privacy Policy;

(c) Your Application and/or any Listing does not and will not infringe, misappropriate, or violate any third-party rights, including any Intellectual Property Rights or privacy rights;

(d) You and your Sellers will not introduce any viruses, malware, or other harmful code into the API or Depop Platform;

(e) You will implement and maintain appropriate anti-fraud measures listed in Schedule 1; and

(f) You will take full responsibility and liability for any Seller actions on the Depop Platform and via the API that breach these Terms or the Depop Terms of Service or Depop Privacy Policy.

8.3 Depop Representations and Warranties.

Depop represents and warrants to You that:

(a) it has the right to grant the licences and rights granted to You under these Terms; and

(b) it will operate the API in accordance with Applicable Laws.

8.4 Disclaimers. Except as expressly set forth in these Terms, the API is provided “as is” and “as available,” without warranty of any kind. Depop expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to any warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, or that the API will be uninterrupted, error-free, or free from harmful components. Depop makes no warranty regarding the availability, reliability, functionality, or performance of the API. Your use of the API is at Your own risk.

9. Limitation of Liability

9.1 Exclusion of Certain Damages. To the maximum extent permitted by applicable law, in no event shall either Party be liable to the other Party for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, even if such Party has been advised of the possibility of such damages and regardless of the theory of liability.

9.2 Cap on Liability. To the maximum extent permitted by applicable law, each Party's total cumulative liability to the other Party under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of:

(a) the total amount paid by You to Depop under these Terms during the twelve (12) months immediately preceding the event giving rise to liability; or

(b) £25,000 (twenty-five thousand pounds sterling), unless a different liability cap is specified in an Order Form, in which case the Order Form cap shall apply.

9.3 Exceptions. Nothing in these Terms shall limit or exclude either Party's liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation;

(c) use of the other Party's Intellectual Property Rights other than in accordance with these Terms;

(d) the indemnification obligations under Clause 10; or

(e) any other liability which cannot be limited or excluded by Applicable Laws.

10. Indemnification

10.1 Indemnification by You. You shall defend, indemnify, and hold harmless Depop and its affiliates, directors, officers, employees, and agents from and against any and all third-party claims and associated damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

(a) Your use of the API in violation of Applicable Laws or these Terms;

(b) Your Application and any Listing, including any claim that Your Application or Listing infringes, misappropriates, or violates any third-party Intellectual Property Rights; or

(c) Your use of Depop User Data in violation of Applicable Laws or these Terms.

10.2 Indemnification by Depop. Depop shall defend, indemnify, and hold harmless You and Your affiliates, directors, officers, employees, and agents from and against any and all third-party claims and associated damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to any claim that the API, when used by You in accordance with these Terms, infringes any third-party Intellectual Property Rights. For the avoidance of doubt this indemnity does not apply to any Depop user content accessed via the API.

10.3 Indemnification Procedure. The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim for which it seeks indemnification; (b) give the indemnifying party sole control of the defence and settlement of such claim (provided that the indemnifying party may not settle any claim unless it unconditionally releases the indemnified party of all liability); and (c) provide the indemnifying party, at the indemnifying party's cost, with all reasonable assistance in connection with the defence and settlement of such claim.

10.4 Mitigation. If the API becomes, or in Depop's opinion is likely to become, the subject of an infringement claim, Depop may, at its option and expense: (a) procure for You the right to continue using the API; (b) replace or modify the API to make it non-infringing while maintaining substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate these Terms and refund to You any prepaid fees for the unused portion of the Term.

10.5 Exclusive Remedy. This Clause 10 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Clause 10.

11. Insurance

During the Term and for one (1) year thereafter, You shall maintain in force, at Your own expense, insurance coverage appropriate to Your business and obligations under these Terms, including but not limited to:

(a) commercial general liability insurance with coverage of at least £1,000,000 (one million pounds sterling) per occurrence and £2,000,000 (two million pounds sterling) in the aggregate; and

(b) cyber liability insurance with coverage of at least £2,000,000 (two million pounds sterling).

Upon Depop's request, You shall provide Depop with certificates of insurance evidencing the coverage required by this Clause 11.

12. Data Protection

12.1 The Parties agree that they are independent controllers of any personal data shared under these Terms. Each Party shall comply with all applicable data protection and privacy laws, including but not limited to the UK Data Protection Act 2018 and the UK General Data Protection Regulation (as retained in UK law). You agree that You shall only use Depop User Data in accordance with Depop's Privacy Policy and in compliance with the Depop Terms of Service. You shall ensure that any Sellers are notified of Depop's Privacy Policy, where applicable. You shall not do anything that would put Depop in breach of its Privacy Policy. If any Depop User Data accessed via the API is compromised or suspected to be compromised (a “Data Breach”), You will promptly notify Depop at [email protected] and the relevant Seller (if applicable), but in no event later than 24 hours from discovery of the Data Breach. You will implement appropriate technical and organisational measures to ensure the security of the personal data of Sellers and provide such information to Depop to evidence compliance, as Depop may reasonably request.

12.2 International Transfers. To the extent that either Party transfers personal data to the other Party in a country or territory outside the United Kingdom that has not been the subject of UK adequacy regulations under the UK GDPR, the Parties agree that such transfer shall be governed by the International Data Transfer Agreement set out in Schedule 4 (IDTA) to these Terms (the "IDTA"), which is incorporated into and forms part of these Terms. The IDTA shall take effect from the date on which the relevant transfer commences. Where the IDTA is inapplicable or superseded by a replacement transfer mechanism issued by the Information Commissioner's Office, the Parties shall implement such other transfer mechanism as is required under Applicable Laws to lawfully effect the transfer.

13. Dispute Resolution

13.1 Informal Resolution. In the event of any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof (a “Dispute”), the Parties shall first attempt to resolve the Dispute through good faith negotiations between senior representatives of each Party who have authority to settle the Dispute.

13.2 Mediation. If the Parties are unable to resolve the Dispute through negotiation within thirty (30) days after one Party notifies the other of the Dispute, either Party may refer the Dispute to mediation under the mediation rules of the Centre for Effective Dispute Resolution (CEDR). The mediation shall take place in London, England, and shall be conducted in the English language. The Parties shall share equally the costs of the mediation.

13.3 Court Proceedings. If the Parties are unable to resolve the Dispute through mediation within sixty (60) days after the appointment of the mediator, or such further period as the Parties may agree in writing, either Party may initiate court proceedings in accordance with Clause 14.3 (Jurisdiction).

13.4 Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or stop any breach or threatened breach of these Terms, including but not limited to any breach of Clause 6 (Confidentiality) or Clause 7 (Intellectual Property).

14. General Terms

14.1 Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations under these Terms (except for payment obligations) to the extent such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, government action, labour strikes or shortages, internet or telecommunications failures, cyber-attacks, or power outages (each, a “Force Majeure Event”). The Party affected by a Force Majeure Event shall: (a) promptly notify the other Party of the nature and extent of the Force Majeure Event; (b) use reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as soon as reasonably practicable; and (c) keep the other Party informed of its efforts to resume performance.

14.2 Entire Agreement. These Terms, together with any applicable Order Form, the API Documentation, Depop Terms of Service, Depop Privacy Policy, and any other documents expressly incorporated by reference herein, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

14.3 No Reliance. Each Party acknowledges that in entering into these Terms it has not relied on any statement, representation, assurance, or warranty (whether made negligently or innocently) other than as expressly set out in these Terms or any applicable Order Form.

14.4 No Waiver. No failure or delay by a Party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

14.5 Amendments. Depop reserves the right to update or modify these Terms at any time. Depop will provide at least thirty (30) days' prior written notice of any changes to these Terms that Depop considers material. Your continued use of the API after the expiry of that notice period constitutes acceptance of the updated Terms. If You do not accept the updated Terms, You must cease using the API before the end of the notice period. Amendments to an individual Partner's terms set out in an Order Form must be agreed in writing by both Parties.

14.6 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith to modify these Terms so as to effect the original intent of the Parties as closely as possible.

14.7 Notices. Any notice to be given under or in connection with these Terms will be in writing in English and delivered by email. Notices to Depop should be sent to [email protected]. Notices to You will be sent to the email address provided in Your Order Form or registration details. Any notice will be deemed to have been received at 9.00 am (UK time) on the next Business Day after the notice was sent.

14.8 Third Party Rights. No person other than a Party to these Terms, their successors and permitted assignees, will have the right to enforce its terms, and the Contracts (Rights of Third Parties) Act 1999 will not apply.

14.9 Governing Law. These Terms and any dispute or claim arising out of or in connection with them or their 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.

14.10 Jurisdiction. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1 – ANTI-FRAUD MEASURES

You agree that You will ensure the following:

You hold proof of bank account ownership;
You hold proof of identity (driving licence or passport);
You hold proof of working for the company registering for the Partner API;
You provide a phone number (for potential verification calls);
Your account will be verified via a magic link email validation; and
You provide other business representative details as reasonably requested.

Any bank account changes need to be managed between the Party representatives. You acknowledge that Depop may reasonably request further information in order to comply with its anti-fraud obligations and best practice.

SCHEDULE 2 – ACCEPTABLE USE POLICY

Your and your Seller's use of the Depop API must be in good faith and in the spirit of Depop. You agree that You will not:

Divert sales or migrate Depop users from Depop, or drive traffic to external websites or services unrelated to the Depop Platform;
Copy, resemble, or mirror the look and feel of the Depop Site, the Depop services, or Depop's trademarks or otherwise misrepresent Your affiliation with Depop;
Engage in any practices that disrupt or adversely affect Depop's business, credibility, or reputation, or that could reasonably be expected to harm Depop or Depop members;
Support, encourage, or facilitate the creation of listings or sale of products on the Depop platform that is incompatible with Depop's policies or Depop's Terms of Service;
Support, encourage, or facilitate the unauthorised downloading, copying, reproduction, or use of Depop members' products, photos or designs, or the infringement of intellectual property rights, including trademarks and copyrights;
Modify, alter, or tamper with the Depop API, or use the Depop API in any manner that poses or could pose a safety or security risk to Depop, Depop's users, or the integrity of the Depop Platform;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Depop API, or access or attempt to access any internal or legacy Depop APIs or data feeds;
Use the Depop API for purposes of transmitting spam or other unsolicited marketing communications (including marketing to Depop users through direct messages), or to connect with any third-party advertising or marketing platform;
Transfer or commercialise Your access to the Depop API, Your API credentials, or Depop member content or data to any third party;
Engage in any practice that manipulates or artificially inflates any Depop shop's statistics or engagement metrics, including but not limited to ratings, reviews, and viewership;
Use or promote the use of automated systems or browser extensions to access, analyse, or scrape the Depop Platform, the Depop API, or any Depop data, including but not limited to Depop listings, shops, or user profiles, unless expressly authorised in writing by Depop; or
Use the Depop API to collect, scan, or otherwise request Depop content for purposes of analytics, machine learning, training artificial intelligence models, licensing, or content removal, unless expressly authorised in writing by Depop.
Use any pricing suggestions data provided to You by Depop in your wider business operations outside the context of the applicable Listing via the Depop API (for example you may not use such data to make your own recommendations to others), or share such data with third parties (including any competitor of Depop).

SCHEDULE 3 – CIRCULARITY & SUSTAINABILITY

Your use of the Depop API must align with Depop's mission to make fashion circular and support trusted, responsible participation in the resale ecosystem.

You agree that You will:

Act in support of circularity

Use the Depop API in a way that supports the extension of product lifecycles, reduction of waste, and responsible resale practices. You must not use the Depop API in a manner that could reasonably be considered misleading or “greenwashing”.

Ensure appropriate inventory quality and intent

Ensure that inventory made available via the Depop API aligns with Depop's circular fashion principles and does not consist primarily of low-quality, excess, or unsold stock that could harm user experience or trust.

Provide information upon request

Provide accurate and complete information regarding Your circularity practices, programme design, or intended use of the Depop API where reasonably requested by Depop, including in connection with onboarding or periodic review.

Communicate responsibly

Ensure that any public statements regarding Your use of the Depop API or partnership with Depop are accurate, not misleading, and do not overstate environmental or circularity impact.

Cooperate with reasonable review

Acknowledge that Depop may, from time to time, assess Your use of the Depop API against its circularity and community standards, and You agree to reasonably cooperate with such assessments.

Depop Rights

Depop reserves the right, at its sole discretion, to request additional information, require changes to Your use of the Depop API, or suspend or terminate access where it reasonably believes Your activities:

are inconsistent with Depop's circularity principles; or
may harm Depop's community trust or reputation.

SCHEDULE 4 – INTERNATIONAL DATA TRANSFER AGREEMENT (IDTA)

This Schedule constitutes an International Data Transfer Agreement issued as Standard Data Protection Clauses by the Information Commissioner under Section 119A(1) of the Data Protection Act 2018, Version A1.0 (in force 21 March 2022) (the "IDTA"). The Parties agree that this IDTA is incorporated into and forms part of the API Access Terms.

PART 1 – TABLES

Table 1 – Parties

	Exporter (Sender)	Importer (Receiver)
Full legal name	Depop Limited	As specified in the Order Form
Trading name (if different)	Depop	As specified in the Order Form
Registered address	The Pavilions, Bridgwater Road, Bristol, England, BS13 8FD	As specified in the Order Form
Company registration number	08316342	As specified in the Order Form
Key contact name, title, and email	Data Protection Officer: [email protected]	As specified in the Order Form
Signature	Signed on behalf of Depop Limited by its authorised signatory as set out in the Order Form	Signed on behalf of the Partner by its authorised signatory as set out in the Order Form
Start Date	The date on which the first restricted transfer of personal data takes place under the API Access Terms, or such earlier date as agreed in the Order Form

Table 2 – Transfer Details

Item	Details
Governing UK law	England and Wales
Primary place for legal claims	The courts of England and Wales, in accordance with Clause 14.10 of the API Access Terms
Status of the Exporter	Controller
Status of the Importer	Controller (independent controller of the personal data received)
UK GDPR applies to the Importer's processing?	To be confirmed in the Order Form. If the Importer is established in the UK or otherwise subject to UK GDPR, select 'Yes'. If not, select 'No'.
Linked Agreement	The API Access Terms (including any applicable Order Form) between Depop Limited and Partner, as amended from time to time
Other relevant agreements	Depop Privacy Policy (as updated from time to time); any data sharing agreement entered into between the Parties
Term	The term of the API Access Terms (as set out in Clause 4.1), unless terminated earlier in accordance with the IDTA or the API Access Terms
Ending the IDTA early	Either Party may terminate this IDTA on written notice if the other Party is in material breach of the IDTA and (where remediable) fails to remedy such breach within 30 days of written notice, or on termination or expiry of the API Access Terms

Table 3 – Transferred Data

Item	Details
Categories of data subjects	Sellers and other end-users of the Depop Platform whose personal data is accessed by the Partner via the API
Categories of personal data	Depop username; Depop seller ID, Depop user country code
Special categories of personal data (if any)	None anticipated. If special category data is to be transferred, the Parties must agree additional safeguards in writing prior to such transfer
Frequency of transfer	Continuous / ongoing during the Term, in connection with the Partner's use of the API
Nature of the processing	Access to and use of Depop User Data via the API for the purposes of operating the Partner's Application, including listing, transaction processing, and related functions
Purpose(s) of the transfer	To enable the Partner to develop, implement, and operate its Application in accordance with the API Access Terms
Retention period	As set out in Clause 4.4(c) of the API Access Terms; the Partner shall delete Depop User Data upon termination or expiry of the API Access Terms or when Partner's user no longer lists with Depop (whichever is earlier)
Onward transfers	The Importer shall not make onward transfers of the personal data to any third party without the prior written consent of Depop, except as required by Applicable Laws

Table 4 – Security Requirements

Item

Details

Technical and organisational security measures

Partner shall implement and maintain appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage, as required by Clause 12 of the API Access Terms and consistent with the security standards set out in Schedule 1 (Anti-Fraud Measures). Such measures shall include, as a minimum: (a) access controls and authentication; (b) encryption of personal data in transit and at rest; (c) regular security testing; and (d) incident response and breach notification procedures in accordance with Clause 12 of the API Access Terms

PART 2 – EXTRA PROTECTION CLAUSES

Not applicable. The Parties have determined that no additional extra protection clauses are required beyond those set out in the API Access Terms and this IDTA, having regard to the nature of the personal data transferred and the applicable transfer risk assessment.

PART 3 – COMMERCIAL CLAUSES

The commercial terms governing this IDTA are as set out in the API Access Terms (including any applicable Order Form). In the event of any conflict between this Schedule 4 and the API Access Terms, the provisions of this Schedule 4 shall prevail in respect of the international transfer of personal data.

PART 4 – MANDATORY CLAUSES

The Mandatory Clauses of the IDTA (Part 4: Mandatory Clauses, Version A1.0, in force 21 March 2022), as issued by the Information Commissioner under Section 119A(1) of the Data Protection Act 2018, are incorporated into this Schedule by reference and shall apply to this IDTA in full. A copy of the Mandatory Clauses is available at: https://ico.org.uk/for-organisations/uk-gdpr-guidance-and-resources/international-transfers/international-data-transfer-agreement-and-guidance/ The Parties acknowledge that the Mandatory Clauses cannot be amended and shall prevail over any conflicting provision of this Schedule or the API Access Terms to the extent of any conflict.

Published: 22/04/2026