Zappistore Standard Terms And Conditions

These Standard Terms and Conditions set out the basis on which ZappiStore Limited incorporated and registered in England and Wales with company number 08185247 of Bedford House, 125-133 Camden High Street, London, NW1 7JR (ZappiStore) will provide Services to the Client. These Standard Terms and Conditions apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1. Interpretation

1.1.

The definitions and rules of interpretation in this clause apply in these Standard Terms and Conditions.

Agreement:

means the agreement between the Client and ZappiStore comprising these Standard Terms and Conditions and the Quotation.

Automated Research Program:

means the program which enables the Client to bulk purchase a certain number of Research Projects in advance to enable its Authorised Users to initiate Research Projects via the Platform without having to follow the normal ordering process which involves individual payments being made in advance each time a Research Project is required.

Authorised Users:

means those employees, agents and independent contractors of the Client who are authorised by the Client to use the Services.

Branded Platform:

means the Platform which is customised by ZappiStore for the Client to add the Client Branding and to make such other configurations as are agreed by the parties in the Quotation.

Client:

means the client which orders Services from ZappiStore in accordance with these Standard Terms and Conditions.

Client Branding:

means the trade marks, logos and other branding and materials provided to ZappiStore by the Client or its Authorised Users for the creation of the Branded Platform or otherwise for the provision of the Services.

Client Materials:

means the adverts, concepts, products, packaging, messages, straplines and any other data, information and materials inputted by or on behalf of the Client or Authorised Users in the use of the Services.

Enhanced Reporting Module:

means the functionality to cross-analyse results from multiple Reports over time.

Fees:

means the fees payable by the Client for the Services as detailed on the Platform or otherwise agreed by the parties in the Quotation.

Methodologies:

means the research methods, algorithms, models, approaches that form part of the intellectual property of ZappiStore or its research partners.

Modified Research Product:

means a Research Product which is modified or customised for the Client.

Platform:

means ZappiStore's platform at www.zappistore.com (or any other website notified to the Client by ZappiStore from time to time) or, where the Services include the provision of a Branded Platform, the Branded Platform provided to the Client by ZappiStore.

Reports:

means the reports generated by the Client via the Platform.

Research Projects:

means the research projects which are initiated by the Client via the Platform.

Quotation:

means the order page on the Platform or other quotation document or order form issued to the Client by ZappiStore setting out the Services and related Fees.

Services:

means the services provided by ZappiStore to the Client via the Platform as ordered by the Client via the Platform or otherwise agreed by the parties in a Quotation. The Services may include but not limited to the provision of the following: (a) Branded Platform; (b) Research Projects; (c) Automated Research Program; (d) Enhanced Reporting Module; (e) Modified Research Product.

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 writing or written includes email but not fax.

2. Provision of the Services

  • 2.1.

    The Client may initiate Research Projects via the Platform but any other Services must be agreed by ZappiStore and the Client in a Quotation which is signed by the Client (signature may be by hand or by way of DocuSign or other electronic means).

  • 2.2.

    ZappiStore shall use commercially reasonable endeavours to make the Services available via the Platform 24 hours a day, seven days a week, except for periods of maintenance. Zappistore will endeavour to keep any downtime as a result of maintenance to a minimum.

  • 2.3.

    ZappiStore will, as part of the Services and at no additional cost to the Client, provide the Client with ZappiStore's standard technical support service (as amended by ZappiStore from time to time). Technical support includes the provision of bug-fixes and log-in / access problems but does not include training or support with using the Services. If the Client requires training and support with using the Services (for example, assistance in initiating Research Projects), the Client may purchase additional client support services which will be provided by ZappiStore's Client Excellence Team at ZappiStore's then current rates.

  • 2.4.

    The rights granted under the Agreement (including without limitation the usage rights under clause 4) are granted to the Client only, and shall not be considered granted to any affiliate or group company.

3. Subscription Services

  • 3.1.

    The provision of a Branded Platform or Enhanced Reporting Module (together the Subscription Services) may be made available to the Client on an annual subscription basis. Where this applies, the Client shall not be entitled to terminate the Subscription Services (other than in accordance with clause 10.2 as a result of ZappiStore's breach or insolvency) prior to the end of the then applicable subscription year for those Subscription Services.

  • 3.2.

    Access to the Subscription Services will (subject to earlier termination in accordance with the Agreement) automatically renew at the end of each subscription year unless terminated by either party giving the other not less than six months' notice in writing to end on the last day of that subscription year.

4. Use of the Services

  • 4.1.

    Subject to the Client paying the Fees and complying with the terms of the Agreement, ZappiStore hereby grants to the Client a non-exclusive, non-transferable right to use the Services and to permit its Authorised Users to use the Services solely for the Client's internal business operations.

  • 4.2.

    In relation to the Authorised Users, the Client shall ensure that:

    • 4.2.1.

      Each Authorised User keeps a secure password for their use of the Services;

    • 4.2.2.

      Neither the Client nor its Authorised Users shall access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (vi) in a manner that is otherwise illegal or causes damage or injury to any person or property

      And ZappiStore reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to the Services in the event of a breach of the provisions of this clause.

  • 4.3.

    The Client shall not:

    • 4.3.1.

      Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services 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 Services; or

    • 4.3.2.

      Access all or any part of the Services in order to build a product or service which competes with the Services; or

    • 4.3.3.

      Use the Services to provide services to third parties; or

    • 4.3.4.

      License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party.

  • 4.4.

    The client shall:

    • 4.4.1.

      Use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify ZappiStore;

    • 4.4.2.

      Provide ZappiStore with all necessary co-operation in relation to the Agreement and with such Client Materials, Client Branding and other information as may be required by ZappiStore in order to provide the Services;

    • 4.4.3.

      Comply with all applicable laws and regulations with respect to its activities under the Agreement;

    • 4.4.4.

      Carry out all other Client responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, ZappiStore may adjust any agreed timetable or delivery schedule as reasonably necessary;

    • 4.4.5.

      Ensure that the Authorised Users use the Services and the Reports in accordance with the terms and conditions of the Agreement and shall be responsible for any Authorised User's breach of the Agreement;

    • 4.4.6.

      Ensure that its network and systems comply with the relevant specifications provided by ZappiStore from time to time; and

    • 4.4.7.

      Be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to ZappiStore's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.

5. Customer Data and Branding

  • 5.1.

    The Client shall own all right, title and interest in and to all of the Client Materials and Client Branding and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Materials and Client Branding.

  • 5.2.

    The Client warrants to ZappiStore that it has all necessary rights to provide the Client Materials and Client Branding to ZappiStore and that the use by ZappiStore of the Client Materials and Client Branding in accordance with the Agreement will not infringe the Intellectual Property Rights or any other rights of any third party.

  • 5.3.

    The Client hereby grants to ZappiStore a non-exclusive, non-transferable right to use the Client Materials and the Client Branding for the purpose of enabling ZappiStore to provide the Services to the Client in accordance with the Agreement.

  • 5.4.

    The Client acknowledges and agrees that:

    • 5.4.1.

      ZappiStore may include the Client's name or the Client Branding in its list of customers on its website or in any other promotional materials; and

    • 5.4.2.

      ZappiStore may refer to the Client, orally or in writing, as a customer of the Services for promotional, marketing and financial reporting purposes.

  • 5.5.

    If ZappiStore processes any personal data on the Client's behalf when performing its obligations under the Agreement, the parties record their intention that the Client shall be the data controller and ZappiStore shall be a data processor and in any such case:

    • 5.5.1.

      The Client shall ensure that the Client is entitled to transfer the relevant personal data to ZappiStore so that ZappiStore may lawfully use, process and transfer the personal data in accordance with the Agreement on the Client's behalf; and

    • 5.5.2.

      The Client shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.

6. Fees and Payment

  • 6.1.

    Unless otherwise agreed in a Quotation, the Fees will be payable as follows:

    • 6.1.1.

      The Fees for the Subscription Services will be invoiced and payable annually in advance; and

    • 6.1.2.

      Where the Fees are calculated on a time and materials basis the Fees will be invoiced at end of each month in which the Services are provided or upon completion of the applicable project (whichever is earlier); and

    • 6.1.3.

      All others Fees will be invoiced when the Client orders the applicable Services.

  • 6.2.

    Where the Client operates a purchase order system and requires ZappiStore to include the Client's purchase order reference on its invoices, the Client will ensure that ZappiStore is provided with the necessary purchase order details in good time to enable ZappiStore to issue its invoices in accordance with clause 6.1 or the Quotation. Where the Client does not provide the purchase order details to ZappiStore in accordance with this clause 6.2, the Client shall not be entitled to withhold payment on the grounds that the purchase order number was not included on the invoice.

  • 6.3.

    Unless otherwise agreed by the parties in writing, all Fees:

    • 6.3.1.

      Shall be payable within 30 days of the date of invoice (provided that where payment is due in advance the Client shall ensure that payment is received before the date on which the Client wishes to use the Services);

    • 6.3.2.

      Shall be payable in the currency stated on the Platform or (if different) in ZappiStore's quote;

    • 6.3.3.

      Are, unless otherwise expressly stated in the Agreement, non-cancellable and non-refundable; and

    • 6.3.4.

      Are exclusive of value added tax, which shall be added to ZappiStore's invoice(s) at the appropriate rate.

  • 6.4.

    If ZappiStore has not received payment by the due date, and without prejudice to any other rights and remedies of ZappiStore:

    • 6.4.1.

      ZappiStore may, without liability to the Client, disable the Client's password, account and access to all or part of the Services and ZappiStore shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

    • 6.4.2.

      Interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of ZappiStore's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

  • 6.5.

    ZappiStore shall be entitled to increase the Fees for Research Projects stated on the Platform at any time and the Fees payable by the Client will be the Fees stated on the Platform at the time the Client initiates the Research Project. Where ZappiStore has agreed Fees with the Client in a Quotation, ZappiStore shall be entitled to increase such Fees by giving the Client not less than 30 days' notice save that where the Fees relate to Subscription Services, the fee increase will not apply until the next subscription year for those Subscription Services.

7. Proprietary rights

  • 7.1.

    The Client acknowledges and agrees that ZappiStore and/or its licensors own all Intellectual Property Rights in the Services, the Methodologies and the Reports (excluding any Client Materials and Client Branding in those Reports). Except as expressly stated herein, the Agreement does not grant the Client any rights to the Intellectual Property Rights or any other rights or licences in respect of the Services, the Methodologies or the Reports.

  • 7.2.

    ZappiStore grants the Client and its Authorised Users the right to use the Services to generate Reports and to use, copy and distribute such Reports for the Client's internal business purposes provided that the Client does not remove any watermarks or other copyright notices from such Reports.

  • 7.3.

    ZappiStore confirms that it has all the rights in relation to the Services, the Methodologies and the Reports that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.

8. Confidentiality

  • 8.1.

    The Client undertakes that it shall not at any time during the Agreement, and for a period of five years after termination of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of ZappiStore or its group, except as permitted by clause 8.2.

  • 8.2.

    The Client may disclose confidential information:

    • 8.2.1.

      To its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Client's rights or carrying out its obligations under or in connection with the Agreement. The Client shall ensure that its employees, officers, representatives or advisers to whom it discloses confidential information comply with this clause 8; and

    • 8.2.2.

      as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

  • 8.3.

    The Client acknowledges that the initiation of Research Projects will involve the Client Materials which is input by or on behalf of the Client and its Authorised Users in relation to those Research Projects being made available to third parties to enable the performance of the Research Projects. The Client acknowledges that such third parties will not be considered to be representatives for ZappiStore for the purposes of the Agreement and ZappiStore will not be responsible for the acts and omissions of those third parties.

  • 8.4.

    The Client shall use ZappiStore's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.

  • 8.5.

    The Client acknowledges and agrees that ZappiStore shall be entitled to retain and use both during and after the term of the Agreement any information and data received or generated from the use of the Services on an anonymised, de-identified basis which does not identify the Client or its products for such proposes as ZappiStore may require including for producing reports, trends analysis, forecasting, monitoring, analysis and operational purposes and for the avoidance of doubt ZappiStore will own such information and data.

9. Limitation of Liability

  • 9.1.

    Except as expressly and specifically provided in the Agreement:

    • 9.1.1.

      The Client assumes sole responsibility for results obtained from the use of the Services and the Reports by the Client, and for all conclusions drawn from such use. ZappiStore shall have no liability for any damage caused by errors or omissions in any Client Materials, Client Branding or any other information, instructions or scripts provided to ZappiStore by the Client in connection with the Services, or any actions taken by ZappiStore at the Client's direction;

    • 9.1.2.

      The Client understands that ZappiStore 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. The Client acknowledges that ZappiStore is not responsible for any loss or damage suffered by the Client resulting from any decisions which the Client takes as a result of using the Services or Reports and the Client agrees that it uses the Services and Reports at its own risk in these respects;

    • 9.1.3.

      ZappiStore does not warrant that the Client's use of the Services will be uninterrupted or error-free; or that the Services, Reports and/or the information obtained by the Client through the Services will be delivered free of any inaccuracies, omissions or errors or will meet the Client's requirements;

    • 9.1.4.

      ZappiStore is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Reports may be subject to limitations, delays and other problems inherent in the use of such communications facilities;

    • 9.1.5.

      All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law, including without limitation warranties or other terms as to suitability, merchantability, satisfactory quality and fitness for a particular purpose, are to the fullest extent permitted by applicable law, excluded from the Agreement; and

    • 9.1.6.

      The Services and the Reports are provided to the Client on an "as is" basis.

  • 9.2.

    Nothing in the Agreement excludes the liability of ZappiStore:

    • 9.2.1.

      For death or personal injury caused by ZappiStore's negligence; or

    • 9.2.2.

      For fraud or fraudulent misrepresentation.

  • 9.3.

    Subject to clause 9.1 and clause 9.2:

    • 9.3.1.

      ZappiStore shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and

    • 9.3.2.

      ZappiStore's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to an amount equal to the Fees paid by the Client under the Agreement or Ā£25,000 whichever is the lower.

10. Termination

  • 10.1.

    Unless terminated earlier in accordance with these Standard Terms and Conditions, the Agreement shall terminate automatically upon completion of the Services.

  • 10.2.

    Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

    • 10.2.1.

      The other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

    • 10.2.2.

      The other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

    • 10.2.3.

      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, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

    • 10.2.4.

      The other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

  • 10.3.

    ZappiStore may terminate the Agreement at any time by giving the Client not less than 30 days' notice.

  • 10.4.

    On termination of the Agreement for any reason:

    • 10.4.1.

      The Client shall immediately cease all use of the Services;

    • 10.4.2.

      Save where the Agreement is terminated by the ZappiStore in accordance with clause 10.2, ZappiStore will enable the Client to access the Platform for a period of 14 days after termination of the Agreement for the sole purpose of downloading any Reports which are held on the Platform. Following expiry of this period (or immediately where the Agreement is terminated by ZappiStore in accordance with clause 10.2), ZappiStore may destroy or otherwise dispose of any Reports and Client Materials in its possession; and

    • 10.4.3.

      Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

11. Force Majeure

ZappiStore shall have no liability to the Client under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of ZappiStore or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of ZappiStores or sub-contractors, provided that the Client is notified of such an event and its expected duration.

12. General

  • 12.1.

    Validation.

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

  • 12.2.

    Waiver.

    No failure or delay by a party to exercise any right or remedy provided under the Agreement 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. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  • 12.3.

    Severance.

    • 12.3.1.

      If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

    • 12.3.2.

      If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

  • 12.4.

    Entire Agreement.

    • 12.4.1.

      The Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

    • 12.4.2.

      Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Agreement or not) relating to the subject matter of the Agreement, other than as expressly set out in the Agreement.

  • 12.5.

    Assignment.

  • The Client shall not, without the prior written consent of ZappiStore, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

  • 12.6.

    No Partnership, Agency or Exclusivity.

    • 12.6.1.

      Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

    • 12.6.2.

      Nothing in the Agreement shall prevent ZappiStore from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.

  • 12.7.

    Third Party Rights.

  • The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

  • 12.8.

    Notices.

    • 12.8.1.

      Any notice required to be given under the Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post or email to the other party at its address or email address set out in clause 12.9.1, or such other address or email address as may have been notified by that party for such purposes.

    • 12.8.2.

      Notices to ZappiStore shall be sent to:
      Address: ZappiStore Limited, Bedford House 125-133 Camden High Street London, NW1 7JR. For the attention of: Simeon Kay
      Email address: support@zappistore.com
      Notices to the Client shall be sent to the address or email address set out in the Quotation.

    • 12.8.3.

      Notices will be deemed received at 9am on the first business day after sending.

  • 12.9.

    Governing Law and Jurisdiction.

    • 12.9.1.

      The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

    • 12.9.2.

      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 the Agreement or its subject matter or formation (including non-contractual disputes or claims).