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TERMS FOR ACCESS AND USE OF ZAPPI’S SELF-SERVICE PLATFORM
We are a technology company which offers access to an online self-service platform for automated market research solutions and capabilities which enables subscribers to systematically generate, leverage, model, analyze, connect and scale new and existing datasets and insights expertise.
Now for the legal stuff:
Affiliates means any subsidiary or holding company of the Customer from time to time, and any subsidiary from time to time of a holding company of the Customer, with holding company and subsidiary having the definition given in section 1159 of the Companies Act 2006 and any marketing agencies, joint venture affiliated companies, partners, End Users and other suppliers of the Customer;
Authorized Customer Personnel means those employees, representatives and agents of the Customer and Affiliates who are authorized by the Customer to access the Zappi Platform(s) and use the Services;
Customer Branded Platform means a platform interface which may be customized for the Customer by Zappi to include the Customer Branding and such other configurations as are agreed by the parties and/or stated in the applicable Statement of Work(s);
Customer Branding means the trade marks, logos and other branding and materials provided to Zappi or uploaded to the Zappi Platform(s) by or on behalf of the Customer for the creation of the Customer Branded Platform or otherwise for the provision of the Services;
Customer Materials means the adverts, concepts, stimuli, products, packaging, messages, ads, straplines and any other data, information and materials supplied to Zappi or uploaded to the Zappi Platform(s) by or on behalf of the Customer or Affiliates for use in connection with the provision of the Services;
Data Privacy Laws means the following as amended, extended or re-enacted from time to time:
the EU Data Privacy Laws;
the UK Privacy Laws;
any other legislation and regulatory requirements in force from time to time which apply to the Customer and/or Zappi relating to the processing of personal data; and
Effective Date means the date the first Services are provided;
End User means, where the Customer is a marketing agency or advertising publisher, Customer’s own customers to whom Customer makes the Services and Reports available;
EU Data Privacy Laws means EC Directive 2002/58/EC on Privacy and Electronic Communications (the “ePrivacy Directive”), the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and any other applicable member state laws in the European Economic Area from time to time;
Fees means the fees payable by the Customer in respect of the Services which are either
set out on the Zappi Platform(s) (for Services purchased or ordered via the Zappi Platform(s)) or
Force Majeure means acts, events, omissions or accidents beyond a party’s reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of Zappi or any other party); failure of a utility service or transport or telecommunications network; act of God, war, terrorism, or threat of war or terrorism; riot, civil commotion, malicious damage; compliance with any law or governmental order, rule, regulation or direction; accident, breakdown of plant or machinery; fire, flood or storm;
Intellectual Property Rights means patents, copyright, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Losses means all losses, costs, claims, damages, liabilities, penalties, expenses (including reasonable legal expenses);
Methodologies means all processes, tools, software, solutions, capabilities, code, methodologies, research methods, algorithms, models, approaches, and know how, whether in existence prior to the date on which they are used as part of the Services, or which are created after the date of the Statement of Work by or on behalf of Zappi and which are intended to be used across multiple customers and the Zappi business;
Platform Subscription means Customer’s subscription to access the Zappi Platform(s) and a specific level of access to the solutions, platform capabilities and guidance/support available as part of the Platform Subscription to which the Customer has opted in for the duration of the Platform Subscription Term and/or which are more particularly described in the relevant SOW;
Credits means (where selected by the Customer) the advance purchase by the Customer of credits to the Zappi Platform(s) of a specific monetary value chosen by the Customer which shall be used across the different solutions, capabilities on the Zappi Platform(s) for the duration of the Platform Subscription Term and/or in accordance with the relevant Statement of Work;
Reports means the reports to be delivered to the Customer as part of the Services, which are either purchased and generated by the Customer directly via the Zappi Platform(s), or which are otherwise agreed in the relevant Statement of Work and all materials, research, deliverables, output, data and information that is made available to, or generated by, the Customer and Affiliates via the Zappi Platform(s) or otherwise as part of the Services;
Services means the provision of access to the Zappi Platform(s) through a Platform Subscription and the provision of Credits which the Customer can use to generate Reports using the solutions, platform capabilities and support/guidance on the Zappi Platform(s) and/or any other services purchased directly via the Zappi Platform(s) and/or specified in the relevant Statement of Work;
Statement of Work (or SOW) means a statement of work or similar order form agreed between the parties in writing, which sets out the scope of the Services, Reports, Fees, and other commercial terms agreed between the parties;
Platform Subscription Term means the period within which Zappi shall provide access to the Zappi Platform(s) and the particular level of access to solutions, capabilities and support/guidance available to the Customer as part of Platform Subscription, which shall be twelve (12) months from the date on which the Platform Subscription was purchased or as mutually agreed between the parties and/or as specified in a fully executed Statement of Work;
UK Data Privacy Laws means the UK Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the UK GDPR (which has the meaning given to it in section 3 of the Data Protection Act 2018);
Zappi Platform(s) means the Zappi platform(s) known as ZappiStore, and shall include any Customer Branded Platform.
1.2 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.3 A reference to “includes” or any similar expression shall mean including without limitation.
1.4 A reference to “writing” or “written” includes email but not fax. 1.5 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
2 PROVISION OF THE SERVICES
2.1 From time to time, the Customer may request Services to be provided by Zappi
directly via the Zappi Platform(s),
by raising a purchase order (PO),
by accepting in writing (email being sufficient) a quotation sent to the Customer by Zappi and/or
2.3 Zappi shall use reasonable endeavours to make the Services available via the Zappi Platform(s) 24 hours a day, seven days a week, except for periods of maintenance. Zappi will endeavour to keep any downtime as a result of maintenance to a minimum.
2.4 Zappi will, as part of the Services and at no additional cost to the Customer, provide the Customer with Zappi’s standard technical support which includes the provision of minor bug-fixes and log-in/access problems but does not include training, support or one to one help with using the Services beyond what is specified in a SOW.
2.5 Zappi may add or remove solutions, capabilities and any features or functions from the Zappi Platform(s) from time to time at its discretion, provided all material aspects of the Services envisaged herein are not negatively impacted.
3 USE OF THE SERVICES BY THIRD PARTIES AND AFFILIATES
4 USE OF THE REPORTS AND ZAPPI PLATFORM
4.2 Any public use of the Reports in their original format as generated by the Zappi Platform(s) or any use of Zappi’s name, including references to the same in the Customer’s marketing material, shall be subject to the prior written approval of Zappi, such approval not to be unreasonably withheld or delayed.
4.3 The Customer shall ensure that:
(a) only Authorised Customer Personnel and Affiliates are accessing the Zappi Platform(s
(b) all Authorised Customer Personnel and Affiliates keep secure passwords for their access and use of the Zappi Platform(s);
(c) passwords for access to the Zappi Platform(s) are changed regularly, including at any point when any Authorised Customer Personnel cease to be employed or otherwise engaged with the Customer or Affiliate; and
(d) the Customer Materials
(i) are not unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ii) do not encourage illegal or socially offensive activity;
(iii) do not depict sexually explicit images;
(iv) do not discriminate based on race, gender, colour, religious belief, sexual orientation, disability; and
(v) do not cause damage or injury to any person or property or infringe any third party rights (including any Intellectual Property Rights).
4.4 The Customer shall not (and will procure that Affiliates and Authorised Customer Personnel do not):
(a) except as permitted under clause 4.1, copy, modify, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Reports, in any form or media or by any means or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to either machine or human-perceivable form all or any part of the Zappi Platform(s); or
(b) use or access all or any part of the Reports or Zappi Platform(s) in order to build a product or service which Zappi considers (in its sole discretion) to compete in any way with the Reports, Services or Zappi Platform(s); or
4.5 The Customer shall:
(a) use all reasonable endeavours to prevent any unauthorised access (outside of the Affiliates) to, or use of, the Reports or Zappi Platform(s) and, in the event of any such unauthorised access or use, promptly notify Zappi;
(d) give approvals and provide all Customer Materials in a timely and efficient manner, and Zappi shall not be liable for any delays to any agreed timetable to the extent that such delays are caused by an act of omission by the Customer or its Affiliates;
(e) ensure that its network and systems comply with the relevant specifications provided by Zappi from time to time; and
(f) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Zappi Platform(s). If the Customer has not renewed its Platform Subscription within thirty (30) days from expiry, Zappi shall have no obligation to maintain or provide Customer with access to the Customer Branded Platform or maintain the log in details or account of any Authorized Customer Personnel.
5 PLATFORM SUBSCRIPTION
5.1 Where the parties agree in a SOW or the Customer requests from Zappi to provide access to the Zappi Platform(s) and a specific level of access to the solutions, capabilities and support/guidance available as part of the Platform Subscription to which the Customer has opted in for, Zappi grants the Customer a non-exclusive, non-transferable right to access & use the Zappi Platform(s) for the Platform Subscription Term. The Customer shall not be entitled to terminate the Platform Subscription (other than termination for cause in accordance with clause 12.2) prior to the end of the Platform Subscription Term.
5.2 The Platform Subscription shall be renewed upon the parties’ mutual written consent. If the Platform Subscription is not renewed before expiry of the Platform Subscription Term, Customer shall no longer have access to the Zappi Platform(s). The Customer shall be responsible for downloading any and all Reports from the Zappi Platform(s) before expiry of the Platform Subscription Term.
6 CUSTOMER MATERIALS AND CUSTOMER BRANDING
6.1 The Customer and/or its licensors own all right, title and interest in and to all Customer Materials and Customer Branding. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Materials and Customer Branding.
6.2 The Customer warrants to Zappi that it has all necessary rights to provide the Customer Materials and Customer Branding to Zappi and that the use by Zappi of the Customer Materials and Customer Branding in connection with the Services will not infringe the Intellectual Property Rights or any other rights of any third party.
6.4 The Customer hereby indemnifies Zappi against any and all Losses arising out of and in connection with Zappi’s proper and authorised use of the Customer Materials and/or Customer Branding in connection with the provision of the Services.
6.5 Zappi shall have the right to:
(a) upon obtaining Customer’s prior written consent (such consent not to be unreasonably withheld or delayed):
(i) include the Customer’s name in its list of customers on its website or in any other promotional materials; or
(ii) refer to the Customer orally or in writing, as a customer of the Services for promotional or marketing purposes; and
(b) refer to the Customer, orally or in writing, as a customer of the Services for legal, tax or financial reporting purposes or to comply with the requirements of an audit or investigation.
7 FEES AND PAYMENT
7.1 Platform Subscription and Credits
(a) The Fees for the Platform Subscription and Credits shall be as specified on the Zappi Platform(s) or as agreed by the parties and/or as specified in the relevant SOW.
(b) Where the parties agree that Zappi will provide Credits, the SOW shall specify the monetary value that the Customer uses or is entitled to use for the duration of the Platform Subscription Term. If, at the end of the Platform Subscription Term, the Customer has not generated the specified number of Reports or used the full monetary value, the Customer shall not be entitled to any refund of any Fees paid for the Credits.
(c) If the Customer generates a volume of Reports or impressions or uses Services which exceed the value of the Credits, Zappi will charge the Customer Fees for such additional Services and/or Reports in accordance with the Fees specified on the Zappi Platform(s) or the relevant SOW.
7.2 Services Purchased Directly via the Zappi Platform(s)
(a) Where Reports or Services are ordered via the Zappi Platform(s), the Fees shall be as specified on the Zappi Platform(s) or as communicated by Zappi to Customer prior to the provision of the Services including by providing the Customer with a quotation for the applicable Fees, if approved in advance in writing by Customer.
(b) The Customer will pay the Fees for Reports or Services ordered via the Zappi Platform(s) in one of the following ways:
(i) Zappi will deduct the value of the Report(s) or Services from the Customer’s available Credits; or
(ii) the Customer will pay via credit card/debit card; or
(iii) where applicable, Zappi will invoice the Customer for any mutually agreed Services provided by Zappi, in accordance with clause 7.3 below.
(c) All card payments are subject to authorization by the credit/debit card holder’s card issuer. Zappi will take full payment immediately for all Reports ordered via the Zappi Platform(s) and will not be liable for providing Reports unless it is in receipt of the relevant Fees. During the checkout process, the Customer will be asked to enter payment details. Zappi engages a PCI DSS certified third party to process credit/debit card payments and Zappi does not collect or retain credit/debit card information. By completing the payment details the individual acting on behalf of the Customer confirms Customer’s right to use the credit or debit card. All fields indicated as compulsory must be completed. Zappi may collect and store Customer’s information.
7.3 General Payment Terms
(a) Where the Customer operates a purchase order reference system and requires Zappi to include the Customer’s purchase order reference on its invoices, the Customer will ensure that Zappi is provided with the necessary purchase order reference in good time to enable Zappi to issue its invoices in accordance with this clause 7. Where the Customer does not provide the purchase order reference in a timely manner, the Customer shall not be entitled to withhold payment on the ground that the purchase order reference was not included on the invoice.
(b) Unless otherwise agreed by the parties in a SOW, all Fees shall:
(i) save for Fees paid via credit/debit card as specified in clause 7.2, be payable within 30 days of the date of receipt of the relevant invoice;
(ii) be payable in the currency stated on the Zappi Platform(s), quotation or in the relevant SOW; and
(iii) be non-refundable and exclusive of value added tax, which shall be added to Zappi’s invoice(s) at the appropriate rate.
(d) Quotations for Fees for Services or Fees set out in a draft SOW shall be binding on Zappi for a period of 30 days. If the Customer does not enter into a binding SOW or commission the Services during this time period, Zappi shall be entitled to amend the Fees payable for such Services and issue a new quotation or a draft SOW.
(e) Fees agreed in a fully executed SOW shall be binding on Zappi, save that Zappi shall be entitled to amend the Fees where the Customer seeks to vary or amend the specifics of the Services to be provided under the relevant SOW after it has been executed.
(f) Zappi shall be entitled to amend the Fees for any and all Services available for purchase via the Zappi Platform(s) at its discretion, provided that once a Report has been initiated via the Zappi Platform(s), Zappi shall not be entitled to increase the Fees payable by the Customer, provided the scope of the Services is not changed by the Customer.
8 PROPRIETARY RIGHTS
9 MARKET RESEARCH RESPONDENTS AND DATA PROTECTION
9.2 Data Protection
(a) Each party shall comply with the obligations imposed on it by applicable Data Privacy Laws regarding any personal data processed by it in connection with the Services (the “Applicable Personal Data”).
(c) If by operation of applicable Data Privacy Laws, Zappi determines during the Term that it processes Personal Data in its capacity as a processor, then the provisions of Article 28(3)(a)-(h) of the GDPR and/or the UK GDPR (as applicable) are hereby incorporated into this Agreement, with any necessary changes to give full effect to such provisions, whether or not the GDPR and/or the UK GDPR is then in force.
(d) The parties do not anticipate that Zappi will, as a part of providing the Services, share any personal data relating to the Respondents.
10.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, contractors, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Terms. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party’s confidential information comply with this clause 10; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.4 The Customer acknowledges that the Customer Materials which are input by or on behalf of the Customer and Authorised Customer Personnel will be made available to Respondents to enable Zappi to perform the Services.
11 LIMITATION OF LIABILITY
(a) the Customer assumes sole responsibility for results obtained from the use of the Reports and Zappi Platform(s), and for all conclusions drawn from the Reports. The Customer acknowledges that Zappi is not responsible for any Losses suffered by the Customer resulting from any decisions which the Customer takes or marketing campaigns that the Customer generates as a result of using the Reports and the Customer agrees that it uses the Reports and the Services at its own risk in these respects;
(b) Zappi shall have no liability for any Losses caused by errors or omissions in any Customer Materials or any Customer Branding or any other information, instructions or scripts provided to Zappi by or on behalf of the Customer in connection with the Services;
(c) the Customer understands that Zappi is an aggregator and provider of data and information (including opinions) for general information purposes only and does not provide marketing, planning, commercial, financial, tax and accounting, legal or other professional advice;
(d) Zappi does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Reports, Zappi Platform(s) and/or the information obtained by the Customer through the Services will be delivered free of any inaccuracies, omissions or errors or will meet the Customer’s specific requirements;
(e) Zappi is not responsible for any problems, conditions, delays, delivery failures, or any other loss or damage arising from or relating to (i) the transfer of data over communication networks and facilities, including the internet (ii) the Customer’s network connection or telecommunications links, or (iii) internet failure. The Customer acknowledges that the Services and Zappi Platform(s) may be subject to limitations, delays and other problems inherent in the use of such communication networks and facilities; and
(f) the Services, Reports and Zappi Platform(s) are provided to the Customer on an “AS IS“ basis.
12 TERM AND TERMINATION
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) an application is made to court, or an order is made for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party; or
(g) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
(a) the Customer shall cease all use of the Zappi Platform(s) in accordance with this clause 12;
12.4 The following clauses shall survive termination: Clause 4 (Use of the Reports); Clause 8 (Proprietary Rights); Clause 9 (Market Research Respondents and Data Protection); Clause 10 (Confidentiality); Clause 11 (Limitation of Liability); Clause 12 (Termination); Clause 14 (General).
13 FORCE MAJEURE
14.10 Governing Law and Jurisdiction