Platform terms of use

Platform Terms of Use

If you purchase a subscription to access and use the Zappi Platform, the Platform Terms of Use set out the terms of conditions of your access to the Zappi Platform and the permitted use of the solutions and capabilities available on the Zappi Platform ("Terms of Use").

TERMS FOR ACCESS AND USE OF ZAPPI’S SELF-SERVICE PLATFORM

Welcome, Zappi to have you here! We are ZappiStore Limited, part of the Zappi Group, a company incorporated and registered in England and Wales with company number 08185247 whose registered office is at Theatre House, 97-99 Camden High Street, London, NW1 7JN, UK, contracting on behalf of ourselves and our affiliates (each and together “We” or “Zappi”).

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.

These Terms of Use govern your access to the Zappi Platform(s) and the permitted use of the solutions and capabilities available on the Zappi Platform(s) and any other related marketing research services provided by Zappi from time to time. The entity or organization that you represent (the "Customer") may already have a separate agreement in place with Zappi; if this is the case then the terms and conditions of that agreement shall apply to your use of the Services.

By using the Services, you acknowledge that you have read and understood these Terms of Use and confirm that you have the authority to bind the Customer to these Terms of Use. If you do not agree to these Terms of Use, please do not use the Services.

Now for the legal stuff:

1 INTERPRETATION

1.1 In these Terms of Use the following phrases and terms shall have the following meanings:

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;
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;
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:
1. the EU Data Privacy Laws;
2. the UK Privacy Laws;
3. 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
4. all codes of practice and guidance issued by national regulators relating to the laws, regulations and legislation mentioned in i) to iii) above, and references in these Terms of Use to “controller”, “processor”, “processing”, “data subject” and “personal data” shall have the same meaning as defined in the Data Privacy Laws
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
1. set out on the Zappi Platform(s) (for Services purchased or ordered via the Zappi Platform(s)) or
2. set out in a quotation and/or a Statement of Work, and which are payable in accordance with clause 7 of these Terms of Use;
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;
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;
Term means the duration of the Terms of Use;
Terms of Use means these terms and conditions, together with any quotations, purchase orders (POs) and all Statements of Work entered into by the parties;
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
by executing a written SOW. A SOW shall be valid once signed by both parties by hand or by way of DocuSign or other electronic means. Any such PO or signed SOW shall form part of and be incorporated into these Terms of Use.

2.2 Zappi will provide the Services in accordance with these Terms of Use and/or any applicable SOW. In the event of conflict between the terms of the relevant SOW and these Terms of Use, the terms of the SOW shall prevail.

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

3.1 If a Customer’s Affiliate requests Services to be provided by Zappi and/or Zappi enters into a SOW directly with the Customer’s Affiliate(s) with such SOW(s) being governed by these Terms of Use, such Services shall be governed by these Terms of Use and any SOWs entered into by the Customer’s Affiliates directly with Zappi will, (once signed), form part of these Terms of Use.

3.2 The Customer shall use commercially reasonable efforts to procure compliance with the terms of these Terms of Use or the relevant SOW by all Affiliates and, in the event that any Affiliate breaches these Terms of Use or any SOW (including a SOW entered into directly by an Affiliate), Zappi shall be able to recover any Losses directly from Customer in the event such Losses cannot be recovered from the Customer’s Affiliate.

4 USE OF THE REPORTS AND ZAPPI PLATFORM

4.1 Subject to the Customer paying the Fees and complying with these Terms of Use, and subject to any restrictions set out in the relevant SOW, Zappi hereby grants to the Customer: a perpetual, irrevocable, non-exclusive, non-transferable, worldwide right to use the Reports and to permit Authorised Customer Personnel and Affiliates to use the Reports during the course of its normal business activities.

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

(c) other than expressly set out in these Terms of Use, commercially exploit the Reports or Zappi Platform(s) including any derivatives of the same, or license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise make available the Reports or Zappi Platform(s) to any third party.

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;

(b) provide Zappi with all necessary co-operation in relation to these Terms of Use and with such Customer Materials and other information as may be required in order for Zappi to provide the Services;

(c) comply with all applicable laws and regulations with respect to its activities under and in connection with these Terms of Use;

(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 Authorised 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.

6.3 The Customer hereby grants to Zappi a non-exclusive, non-transferable right to use the Customer Materials and Customer Branding for the sole purpose of enabling Zappi to provide the Services to the Customer in accordance with these Terms of Use and the relevant SOW.

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.

(c) If Zappi has not received payment of the Fees by the due date in accordance with these Terms of Use or if the Customer is in breach of any of its obligations in connection with these Terms of Use, then without prejudice to any other rights and remedies of Zappi, Zappi may, without liability to the Customer, disable the passwords of the Customer and all Authorised Customer Personnel and disable the Customer’s account and access to all or part of the Reports and/or Zappi Platform(s) and Zappi shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain(s) unpaid.

(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

8.1 The Customer acknowledges and agrees that Zappi and/or its licensors own all Intellectual Property Rights and all data in the Services, Reports, Zappi Platform(s) and Methodologies (excluding any Customer Materials and Customer Branding). Except as expressly stated, these Terms of Use does not grant the Customer any rights to the Intellectual Property Rights in, or any other rights or licences in respect of, the Services, Zappi Platform(s), Methodologies or Reports.

8.2 The Customer acknowledges and agrees that Zappi shall be entitled to own, retain and use, both during and after the term of these Terms of Use, any information and data received or generated from the use of the Zappi Platform(s), Services and the Reports. Such information and data may be used for such purposes as Zappi may choose including for producing reports, trends analysis, forecasting, monitoring, and analysis, operational and business purposes. Zappi shall ensure that any such use does not identify or refer to the Customer by name or in any other way and will be anonymised.

8.3 Zappi confirms that it has all the rights in relation to the Services, Reports, Methodologies and the Zappi Platform(s) that are necessary to grant all the rights it purports to grant to the Customer in accordance with the terms of these Terms of Use.

9 MARKET RESEARCH RESPONDENTS AND DATA PROTECTION

9.1 Respondents The Customer acknowledges that the creation of the Reports will involve individuals responding to market research questions and stimuli and otherwise providing various services to Zappi for the benefit of Zappi’s Customers (“Respondents”). The Customer acknowledges that, given the nature of the Services, Zappi shall not be liable for the acts of such Respondents and such Respondents shall not be considered sub-contractors of Zappi in connection with these Terms of Use.

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”).

(b) To the extent that GDPR and/or UK GDPR applies to the provision of the Services, Zappi confirms that it processes Personal Data in its capacity as a controller. Zappi shall process Applicable Personal Data in accordance with its privacy policy located here, as amended by Zappi from time to time.

(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 CONFIDENTIALITY

10.1 Each party undertakes that it shall not (whether during or after termination of these Terms of Use) disclose to any person any confidential information concerning the business, affairs, customers or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 10.2.

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.

10.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms of Use.

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

11.1 Liability

(a) Nothing in these Terms of Use excludes the liability of either party for death or personal injury caused by a party’s negligence or for fraud or fraudulent misrepresentation.

(b) Zappi’s aggregate liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) arising in respect of the Services, Reports, Zappi Platform(s) and/or in connection with these Terms of Use shall be limited to the level of the Fees paid or payable by the Customer in the 12-month period preceding the date of the claim or GBP 100,000 in the aggregate, whichever is lower.

(c) All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law, including 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 these Terms of Use.

(d) Zappi 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 these Terms of Use.

11.2 Platform Use

Except as expressly and specifically provided in these Terms of Use:

(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

12.1 These Terms of Use shall commence on the Effective Date and shall continue thereafter unless otherwise terminated by either party in accordance with the terms of clause

12.2 or on not less than three months’ notice in writing. Termination of these Terms of Use in accordance with this clause 12.1 shall not affect any uncompleted SOWs, and these Terms of Use shall remain in force in respect of such SOWs until they expire or terminate in accordance with their terms and these Terms of Use. 12.2 Without affecting any other right or remedy available to it, either party may terminate these Terms of Use with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under these Terms of Use on the due date for payment and remains in default more than thirty (30) days after being notified in writing to make such a payment;

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

(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.

12.3 On termination of these Terms of Use or expiry of the Platform Subscription or the Services for any reason:

(a) the Customer shall cease all use of the Zappi Platform(s) in accordance with this clause 12;

(b) save where these Terms of Use are terminated by Zappi in accordance with clause 12.2, Zappi will enable the Customer to access the Zappi Platform(s) for no less than 30 days after the date of termination of these Terms of Use or expiry of the Platform Subscription or Services. Following expiry of this 30-day period (or immediately where these Terms of Use are terminated by Zappi in accordance with clause 12.2), Zappi shall no longer be obligated to provide Customer with access to the Zappi Platform(s) and/or maintain the Customer’s account, log in details or Customer Branded Platform and shall be entitled to destroy or otherwise dispose of any Reports and Customer Materials in its possession; and

(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Terms of Use which existed at or before the date of termination or expiry shall not be affected or prejudiced.

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

13.1 Zappi shall have no liability to the Customer under these Terms of Use if it is prevented from or delayed in performing its obligations under these Terms of Use, or from carrying on its business, by an act of Force Majeure provided that the Customer is notified of such an event and its expected duration.

14 GENERAL

14.1 Variation

Zappi may vary these Terms of Use by notice in writing to the Customer from time to time, and the Customer’s continued use of the Zappi Platform(s), Reports or other Services shall constitute acceptance of such revised terms.

14.2 Waiver

No failure or delay by a party to exercise any right or remedy provided under these Terms of Use 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.

14.3 Rights and Remedies

Except as expressly provided in these Terms of Use, the rights and remedies provided under these Terms of Use are in addition to, and not exclusive of, any rights or remedies provided by law.

14.4 Severance

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

14.5 Entire Agreement

These Terms of Use, and any documents referred to in these Terms of Use, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into these Terms of Use 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 these Terms of Use or not) relating to the subject matter of these Terms of Use, other than as expressly set out in these Terms of Use. Any alternative terms and conditions included on or with, or referred to in, any purchase order form or other document used to administer these Terms of Use shall have no effect and shall not modify these Terms of Use.

14.6 Assignment

The Customer shall not, without the prior written consent of Zappi, assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under these Terms of Use.

14.7 No Partnership, Agency or Exclusivity

Nothing in these Terms of Use is intended to or shall operate to create a partnership between the parties or authorize either party to act as an 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 the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). Nothing in these Terms of Use shall prevent Zappi 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 these Terms of Use.

14.8 Third Party Rights

These Terms of Use do not confer any rights on any person or party (other than the parties to these Terms of Use and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

14.9 Notices

Any notice required to be given under these Terms of Use 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 this clause

14.9, or such other address or email address as may have been notified by that party for such purposes. Notices to Zappi shall be sent to:

FAO: Emiliya Arabadzhiyska
Address: Zappi Limited, Theatre House, 97-99 Camden High Street, London, NW1 7JN, UK;
Email address: emiliya.arabadzhiyska@zappistore.com.

Notices to the Customer shall be sent to the address or email address set out in these Terms of Use or as communicated by the Customer. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at 9am on the first business day following sending.

14.10 Governing Law and Jurisdiction

These Terms of Use and any dispute or claim arising out of or in connection with their 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. 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 of Use or its subject matter or formation (including non-contractual disputes or claims).