Sample Provider

Zappistore Limited (“Zappi”) will be pleased to include you amongst its list of research sample providers. These terms constitute the terms and conditions that govern all statements of work that you (“Vendor” or “You”) enter with Zappi for the provision of services by You to Zappi. By entering a statement of work, You agree to be bound by these terms and conditions (“OnlineTerms”).

1.1 “Agreement” means these Online Terms, any and all Statement of Workand all documents expressly referred to in it as may be varied from time to time by Zappi and the Vendor; 

1.2 “Applicable Laws” means all laws, regulations, codes of practice and mandatory guidance in force from time to time in relation to performance or receipt of the Services;

1.3 “Charges” means the amounts paid or to be paid by Zappi to the Vendor under or in connection with this Agreement, which are as set out in a Statement of Work or as otherwise between the parties;

1.4 “Commencement Date” means the date on which the first Statement of Work entered between the parties commences;

1.5 “Confidential Information” means the terms of the Agreement and all information in any form or medium that is secret or otherwise not publicly available whether disclosed orally or in writing before or after the Commencement Date, together with any copies, summaries, reproductions or extracts of such information clearly designated by a party as being confidential or which can reasonably be considered confidential;

1.6 “Force Majeure” means any event outside the reasonable control of the performing party that materially affects or prohibits its ability to perform its obligations under this Agreement, including an act of God, pandemic, epidemic, fire, earthquake, war, revolution, act of terrorism, riot or civil commotion, and which could not reasonably have been foreseen;

1.7 “Intellectual Property Rights” means copyright and related rights, trade marks, trade names and domain names, rights in goodwill or to sue for passing off, database rights, rights in computer software, 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, rights to the grant of and to take priority from, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world, together in each case with the right to claim and retain damages for past, current and future infringements of such rights;

1.8 “Panelist” means a person that has agreed to participate in Surveys;

1.9 “Personnel” means in respect of a party to this Agreement, that party’s employees, officers, agents, sub-contractors and/or authorised representatives;

1.10 “Pre-Existing Materials” means materials that existed prior to and independent of provision of the Services;

1.11 “Respondent” means a Panelist that has been selected to participate in a specific Survey;

1.12 “Respondent Data” means the data and materials provided by each Respondent in connection with the Services (including all Survey responses, answers to open-ended questions and all sample data collected by the Vendor from such Respondent);

1.13 “Security Standards” means the Vendor’s security plans, policies, procedures and standards which shall be in accordance with Applicable Law and good industry practice, as approved and updated in accordance with the requirements of this Agreement;

1.14 “Services” meansthe market research sample services as detailed and provided in accordance with this Agreement or as agreed between the Parties from time to time, which shall be deemed to include any services as may be reasonably inferred by Zappi as being incidental services, taking into account Good Industry Practice, including the provision of any and all Work Product and use of and access to the System;

1.15 “Statement of Work” means a document setting out the details of, and Zappi’s requirements of, the Vendor in respect of a particular market research sample as part of the Services;

1.16 “System” means the Vendor API and/or other software, materials, data, content, application, functionality or equipment used by or on behalf of the Vendor in the provision of the Services and as may be described in a Statement of Work;

1.17 “Work Product” means all items, software, data, content, documents and any other materials (in any form) provided or developed by or on behalf of the Vendor, as part of or in relation to the Services, including all Respondent Data and the work product as may be specified in a Statement of Work or as agreed between the Parties;

1.18 “Year” means a period of 12 (twelve) months commencing on the Commencement Date and on each successive anniversary of the Commencement Date;

1.19 “Zappi Materials” means all software, equipment, documentation, information, data and other items or materials, in any form (and whether owned by Zappi or a third party), that are provided or made available by or on behalf of Zappi or any of its affiliates or Personnel to the Vendor in the course of or in connection with the Services;

1.20 “Zappi Platform” means Zappi’s proprietary platform, as the same is updated and modified from time to time.

2.1 This Agreement shall commence on the Commencement Date and shall continue in full force until the later of (i) the first anniversary of the Commencement Date; or (ii) the latest end of term of any active Statements of Work, at which point it will automatically expire unless it has been extended in writing by the Parties (the “Term”). 

2.2 A Statement of Work shall commence on the date specified in that Statement of Work and shall continue in full force for the term specified in the Statement of Work (“SOW Term”).

2.3 Zappi may terminate this Agreement without penalty or liability at any time during the Term by giving the Vendor not less than three months’ notice in writing.

2.4 Zappi may terminate a Statement of Work immediately and without penalty or liability, at any time, by giving written notice to the Vendor. Termination of an individual Statement of Work shall not affect the remainder of this Agreement (including other Statements of Work that may be in force), which shall continue in full effect. 

2.5 Either party may terminate this Agreement or any part of it without penalty or liability by giving written notice to the other party if (i) the other party commits a material breach of this Agreement which is incapable of remedy or if the other party fails to remedy such breach within 30 days of being notified by the innocent party to do so; (ii) a right to terminate arises from clause 14 (Force Majeure); (iii) the other party undergoes an insolvency event.

2.6 Termination of this Agreement shall automatically terminate all outstanding Statements of Work. 

2.7 The provisions of clauses 1, 2.8, 9, 10, 11, 12, 13 and 16 shall survive termination of this Agreement.

3.1 From time to time Zappi may issue the Vendor with a Statement of Work setting out the details and requirements for the Services. Once agreed and signed by both parties, the Statement of Work shall form part of the Agreement, and no amendments may be made to it unless agreed in writing by both parties. 

4.1 In providing the Services, the Vendor shall (i) ensure that the Services conform with the provisions of this Agreement and any applicable Statement of Work; (ii) ensure that the Services comply with and are provided in accordance with all Applicable Laws; and (iii) ensure that Services are provided with reasonable skill and care.

4.2 The Vendor acknowledges that time is of the essence when performing its obligations.

5.1 The Vendor shall deliver the Work Product to Zappi in such format as is agreed between the parties and at such time or date as is set out in the Statement of Work (or as is otherwise agreed between parties in writing).  Zappi may reject any Work Product which does not comply with this Agreement.  Zappi may choose to recover from the Vendor any expenditure reasonably incurred by Zappi in obtaining substitutes from another supplier.

5.2 The Vendor warrants and represents that (i) it will ensure each Panelist and Respondent has agreed to be bound by confidentiality obligations which prohibit any sharing or dissemination of Zappi Materials, or the identity of Zappi’s clients or any of such clients’ materials (including, if applicable, details of the relevant survey including its subject, questions, associated audio and visual media and any identifying marks) and shall provide reasonable assistance to Zappi in the event of any such unauthorised sharing or dissemination; (ii) prior to delivering to Zappi any Work Product or other information relating to any Respondent, the Vendor shall have obtained from the Respondent its written consent to the Work Product being disclosed to Zappi, and for its use as described in the Statement of Work; and (iii) all Respondent Data will in fact be data provided by human respondents and will not be generated by a bot or any other automated data provider.

6.1 The Vendor shall maintain and comply with the Security Standards. 

6.2 The Vendor shall ensure that the Security Standards are sufficient to ensure there is no unauthorised access to, nor destruction, loss, corruption, misuse or improper alteration of Zappi’s Confidential Information, the Zappi Platform, Zappi Materials, or the Work Product. 

6.3 The Vendor shall continuously screen the Services and Systems using a leading, commercially available software security program to detect the presence of any Virus and, upon detection, immediately eradicate or quarantine such Virus. Without prejudice to the foregoing, the Vendor shall not introduce any Virus to the Zappi network or any Zappi computer, servers or systems.

7.1 The Vendor warrants and represents that (i) it has full capacity and authority to carry out the actions contemplated under this Agreement; (ii) it shall obtain and maintain all necessary licences, permits and consents to enter and to perform this Agreement; (iii) neither it nor any of its Personnel has committed an offence under the Modern Slavery Act, and it has appropriate controls in place to ensure that no such offences (or equivalent behaviours) are taking place in any of its supply chains or in any part of its own business; (iv) the access to, use and enjoyment of the Services do not and shall not infringe the Intellectual Property Rights or other rights of a third party; (v) it shall not bring the name of Zappi or its clients into disrepute or otherwise damage the reputation of Zappi or its clients; (vi) it shall not do or omit to do anything that may cause Zappi (and any Zappi client) to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business or breach any term of its client contracts; and (vii) Zappi does not need to purchase, lease, license or otherwise obtain any software or services to enable it to receive the full benefit of the Services.

8.1 In consideration of the proper performance of the Services, Zappi shall pay the Vendor the Charges.

8.2. The Vendor shall submit invoices to Zappi on a monthly basis in arrears.

8.3. Zappi shall pay all valid, accurate and undisputed invoices, on which is stated a valid Zappi purchase order number, no later than 90 days after the date on which the invoice is received by Zappi.  

8.4. If any sums are due to Zappi from the Vendor, Zappi may set-off such sums against any payments due to the Vendor from Zappi under or in relation to this Agreement.

8.5. The Vendor is entitled to charge interest on all overdue amounts (except for amounts disputed by Zappi), at the rate of 2% per annum above the Barclays’ bank base rate if Zappi fails to pay any amount due under the Agreement within 30 (thirty) days of the due date.

8.6. The Charges are exclusive of any applicable VAT (which shall be payable at the rate and in the manner prevailing at the relevant tax point and at the same time as the Charges).

9.1 Zappi shall have exclusive title and ownership rights, including all Intellectual Property Rights, throughout the world in all Work Product. To the extent that such rights may not originally vest in Zappi, the Vendor hereby irrevocably assigns, and shall cause all relevant Vendor Personnel and Respondents to irrevocably to assign, to Zappi all such rights in the Work Product with full title guarantee and by way of present assignment of future rights. The Vendor hereby irrevocably waives, and shall cause all relevant Vendor Personnel and Respondents to irrevocably waive, in favour of Zappi all rights of publicity and moral rights in the Work Product, to the fullest extent permitted by Applicable Laws. The Vendor shall execute all documents and take all steps as Zappi may reasonably require to give Zappi the full benefit of this Agreement.

9.2. Nothing shall affect the Vendor’s rights or proprietary interests in Vendor’s Pre-Existing Materials.  If Vendor Pre-Existing Materials are provided in connection with or as part of any Work Product, the Vendor hereby grants Zappi a perpetual, irrevocable, royalty-free, fully transferrable and sub-licensable, worldwide, non-exclusive licence to use, operate, display, copy, modify, enhance, create derivative works from and distribute such Pre-Existing Materials to enable the full use, enjoyment and/or commercial exploitation of such Work Product.

9.3. As between the parties, Zappi shall, at all times, retain ownership of all Intellectual Property Rights in the Zappi Materials and Zappi Platform. Zappi grants to the Vendor a limited, revocable, non-transferrable, non-sublicensable, non-exclusive licence to use the Zappi Materials, Zappi Platform and the Work Product (if applicable) for the Term, solely for the purpose of performing the Vendor’s obligations under the applicable Statement of Work. The Vendor shall not dispose of, distribute or otherwise exploit the Zappi Materials or Work Product (or any part of them) or assert any lien or other right over them. 

9.4 Save for Respondent Data, the Vendor shall not include any third party Intellectual Property Rights in the Work Product without Zappi’s prior written consent.

9.5 The Vendor hereby indemnifies and shall keep indemnified Zappi in full and on demand against any and all Losses incurred or suffered by Zappi, any Zappi’s affiliates and/or their respective Personnel, in connection with any claim that the receipt and/or use of the Services infringes the Intellectual Property Rights of a third party.

10.1 The parties acknowledge that the factual arrangement between them dictates the classification of each party as a controller or processor.

10.2 The parties acknowledge that that with respect to Respondent personal data processed pursuant to the Services, unless recorded otherwise in accordance with Clause 10.4, each Party will act as an independent controller.

10.3 Where each Party acts as an independent controller, (i) both parties shall ensure that they comply with their obligations under applicable Data Protection Legislation; and (ii) the Vendor shall comply with its obligations set out in Article 13 of the UK GDPR (Information to be provided where personal data are collected from the data subject), including the obligation to inform the data subject of the recipients or categories of recipients of personal data.

10.4 The parties further acknowledge that there may be circumstances in which the Vendor may act as a processor and process personal data on behalf of Zappi as controller (or as a sub-processor with Zappi as a processor).

10.5 Where clause 10.4 applies, the Vendor shall: (i) process the data only to the extent, and in such a manner, as is necessary for the purposes of this Agreement, and not for any other purpose; (ii) comply with all applicable obligations under Data Protection Legislation; (iii) ensure the reliability of all personnel and Sub processors (as defined below) who have access to the data and shall in particular ensure that any person authorised to process data in connection with this Agreement is subject to a duty of confidentiality; (iv) not do anything or omit to do anything that may put Zappi or its clients in breach of its obligations under Data Protection Legislation; (v) provide Zappi and regulators with full co-operation and assistance in relation to Zappi’s obligations and rights under Data Protection Legislation; (vi) take appropriate technical and organisational measures against the unauthorised or unlawful processing of data and against the accidental loss or destruction of, or damage to data; (vii) notify Zappi within 24 hours of becoming aware of any complaint, notice or communication received which relates directly or indirectly to the processing of the personal data under this Agreement or to either party’s compliance with Data Protection Legislation, or of any data security breach; (viii) keep at its normal place of business a written record of data processing carried out in the course of the Services and of its compliance with its obligations set out in this Agreement; (ix) not engage any processor to process data (or otherwise sub-contract or outsource the processing of any data to a third party) without the prior written consent of Zappi; and (x) not transfer the personal data outside the United Kingdom without the prior written consent of Zappi. 

10.6 The Vendor shall indemnify Zappi on demand against all claims, liabilities, costs, expenses, damages and losses (including all interest, penalties and legal costs and all other professional costs suffered or incurred by Zappi and its clients arising out of the Vendor’s breach of its obligations in this Clause 10. Each party acknowledges that such actions include any claim or action brought by a data subject arising from the Vendor’s breach of its obligations in this clause.

11.1 The Vendor shall, at its own cost, throughout the Term and for a period of 3 years following termination of this Agreement, maintain insurance policies with insurers of good repute as follows: (i) employers’ liability insurance subject to minimum statutory requirements; (ii) product liability insurance for a minimum of five million pounds in respect of any one incident; (iii) professional indemnity insurance for a minimum amount of five million pounds in respect of any one incident; and (iv) insurance against loss or damage to Zappi’s property for a minimum of five million pounds in respect of any one incident. 

11.2 The Vendor shall send to Zappi a copy of the premium receipt of any insurance policy specified in clause 11.1 on request request. 

12.1 Nothing in this Agreement shall exclude or limit a party’s liability (i) for death or personal injury arising from its negligence; (ii) for fraud of fraudulent misrepresentation; (iii) under its indemnification obligations under this Agreement; or (iv) to the extent the same cannot be excluded or limited under Applicable Laws. 

12.2 Nothing in this Agreement shall exclude or limit the Vendor’s liability for a breach of clause 4.1(ii) (Applicable Laws), clause 10 (Data Protection), or clause 13 (Confidentiality). 

12.3 Subject to clause 12.1 and 12.2, the maximum aggregate liability of the Vendor in any Year shall not exceed the greater of (i) 200% of the aggregate Charges in respect of that Year; and (ii) £10,000,000. 

12.4 Subject to clause 12.1, the maximum aggregate liability of Zappi in any Year shall not exceed 100% of the aggregate Charges in respect of that Year.

13.1 Each party shall keep secret and confidential all Confidential Information belonging to the other party disclosed or obtained as a result of the relationship of the parties under this Agreement and shall not use nor disclose that Confidential Information except for the purposes of the proper performance of this Agreement or with the prior written consent of the other party.  Where disclosure is made to any Personnel, it shall be done subject to obligations equivalent to those set out in this Agreement.  

13.2 The obligations of confidentiality in this Clause 13 shall not extend to any information that a party can show: (i) is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under this Agreement; (ii) was developed by it independently of any Confidential Information disclosed by the other party which can be reasonably proved by written records; (iii) was independently disclosed to it by a third party entitled to disclose the same; or (iv) is legally required to be disclosed under any Applicable Laws, or by an order of a court or governmental body or authority of competent jurisdiction or any recognised Stock Exchange, subject to the disclosing party notifying and consulting with the other party a reasonable time prior to the disclosure.

13.3 Within five (5) days of a request to do so, and in any event on termination of this Agreement, the receiving party shall (at the disclosing party’s option) return to the disclosing party or (to the extent possible) permanently destroy all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information.

13.4 Zappi shall be entitled to disclose this Agreement and any other Confidential Information provided by or on behalf of the Vendor to any of Zappi’s Affiliates and/or to third parties as necessary to enable Zappi to make use of the Services.

14.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from Force Majeure. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for thirty (30) consecutive days, the party not affected may terminate this Agreement by giving written notice to the affected party.

15.1 Vendor shall not assign, transfer, subcontract or otherwise dispose of all or any of its rights and responsibilities under this Agreement. If Zappi does permit the Vendor to sub-contract, the Vendor shall remain liable to Zappi for the performance of all of its duties and obligations under this Agreement (including any duties or obligations performed by the sub-contractor);

15.2 Zappi may freely assign this Agreement in whole or in part to any third party and, in the event of any such assignment, all references in this Agreement to Zappi shall be deemed to include its assigns.

16.1 Variation. No variation of this Agreement (or any Statement of Work) shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.2 Notices. Any notices sent under this Agreement must be in writing and sent to the contact specified in the relevant Statement of Work. 

16.3 Severance. If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected. 

16.4 No Partnership. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

16.5 Third Party Rights. Other than Zappi’s affiliates, no one other than a party to this Agreement shall have any right to enforce any term of this Agreement.

16.6 Entire Agreement.  This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.7 Governing law and jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.