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1.1 These Terms apply to your use of the Service (as that term is defined below). By [setting up an
account and clicking [I agree].
a you agree to these Terms; and
b where your access and use is on behalf of another person (e.g. a company), you confirm
that you are authorised to, and do in fact, agree to these Terms on that person’s behalf
and that, by agreeing to these Terms on that person’s behalf, that person is bound by
these Terms.
1.2 If you do not agree to these Terms, you are not authorised to access and use the Service, and
you must immediately stop doing so.
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2.1 We may change these Terms at any time by notifying you of the change by email or by posting
a notice on the Website. Unless stated otherwise, any change takes effect from the date set
out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By
continuing to access and use the Service from the date on which the Terms are changed, you
agree to be bound by the changed Terms.
2.2 These Terms were last updated on (SEE LAST REVISION DATE AT THE TOP OF THESE TERMS).
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In these Terms:
Zappii.com software means the software owned by us (and our licensors) that is used to
provide the Service.
Confidential Information means any information that is not public knowledge and that is
obtained from the other party in the course of, or in connection with, the provision and use of
the Service. Our Confidential Information includes Intellectual Property owned by us (or our
licensors), including the [insert name] Software. Your Confidential Information includes the
Data.
Data means all data, content, and information (including personal information) owned, held,
used or created by you or on your behalf that is stored using, or inputted into, the Service.
Fees means the applicable fees set out on our pricing page on the Website at https://zappii.com/pricing.php or as
agreed otherwise in writing between you and us, as may be updated from time to time in
accordance with clause 7.6.
Force Majeure means an event that is beyond the reasonable control of a party, excluding:
- an event to the extent that it could have been avoided by a party taking reasonable steps
or reasonable care; or
- a lack of funds for any reason.
including and similar words do not imply any limit.
Intellectual Property Rights includes copyright and all rights existing anywhere in the world
conferred under statute, common law or equity relating to inventions (including patents),
registered and unregistered trade marks and designs, circuit layouts, data and databases,
confidential information, know-how, and all other rights resulting from intellectual activity.
Intellectual Property has a consistent meaning, and includes any enhancement, modification or
derivative work of the Intellectual Property.
Objectionable includes being objectionable, defamatory, obscene, harassing, threatening,
harmful, or unlawful in any way.
a party includes that party’s permitted assigns.
[Permitted Users means your personnel who are authorised to access and use the Service on
your behalf in accordance with clause 5.3.] [User note: Delete if the concept of “Permitted
User” is not used. See user note to clause 5.3.]
a person includes an individual, a body corporate, an association of persons (whether
corporate or not), a trust, a government department, or any other entity.
personal information means information about an identifiable, living person.
personnel includes officers, employees, contractors and agents, but a reference to your
personnel does not include us.
Service means the service having the core functionality described on the Website, as the
Website is updated from time to time.
Start Date means the date that you [set up an account / first access or use the Service].
Terms means these terms titled SaaS terms of use.
Underlying Systems means the [insert name] Software, IT solutions, systems and networks
(including software and hardware) used to provide the Service, including any third party
solutions, systems and networks.
We, us or our means Zappii.com.
Website means the internet site at https://zappii.com, or such other site notified to you by us.
Year means a 12-month period starting on the Start Date or the anniversary of that date.
You or your means you or, if clause 1.1b applies, both you and the other person on whose
behalf you are acting.
Words in the singular include the plural and vice versa.
A reference to a statute includes references to regulations, orders or notices made under or in
connection with the statute or regulations and all amendments, replacements or other changes
to any of them.
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4.1 We must use reasonable efforts to provide the Service:
a in accordance with these Terms and UK law;
b exercising reasonable care, skill and diligence; and
c using suitably skilled, experienced and qualified personnel.
4.2 Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from
providing the Service to any other person.
4.3 [Subject to clause 4.4, w][W]e must use reasonable efforts to ensure the Service is available
[during normal business hours in the UK/on a 24/7 basis]. However, it is possible that on
occasion the Service may be unavailable to permit maintenance or other development activity
to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on
the Website [and/or notify you by email] advance details of any unavailability.
4.4 [Through the use of web services and APIs, the Service interoperates with a range of third
party service features. We do not make any warranty or representation on the availability of
those features. Without limiting the previous sentence, if a third party feature provider ceases
to provide that feature or ceases to make that feature available on reasonable terms, we may
cease to make available that feature to you. To avoid doubt, if we exercise our right to cease
the availability of a third party feature, you are not entitled to any refund, discount or other
compensation.]
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5.1 You and your personnel must:
a use the Service in accordance with these Terms solely for:
i your own internal business purposes; and [User note: If there is a more
specific purpose for which the Service should be used, e.g. “your internal
business purposes to assess widget stock numbers”, update this subclause
to cover that specific purpose. It is important to draft this “purpose of use”
clause as narrowly as possible because it will lower your risk of the Services
being used in unintended ways. It also provides a good ground for
exercising other remedies if the user is in breach of this subclause.]
ii lawful purposes [(including complying with the Unsolicited Electronic Messages
Act 2007)][User note: The Unsolicited Electronic Messages Act 2007 is
designed to stop spamming activities. Include the optional text if the
Service enables users to contact third parties.]; and
b not resell or make available the Service to any third party, or otherwise commercially
exploit the Service unless account is of the type RESELLER and service subscription is not in breach of clause 7.4
5.2 When accessing the Service, you and your personnel must:
a not impersonate another person or misrepresent authorisation to act on behalf of others
or us;
b correctly identify the sender of all electronic transmissions;
c not attempt to undermine the security or integrity of the Underlying Systems;
d not use, or misuse, the Service in any way which may impair the functionality of the
Underlying Systems or impair the ability of any other user to use the Service;
e not attempt to view, access or copy any material or data other than:
i that which you are authorised to access; and
ii to the extent necessary for you to use the Service in accordance with these Terms;
and
f neither use the Service in a manner, nor transmit, input or store any Data, that breaches
any third party right (including Intellectual Property Rights and privacy rights) or is
Objectionable, incorrect or misleading.
5.3 [Without limiting clause 5.2, no individual other than a Permitted User may access or use the
Service. You may authorise any member of your personnel to be a Permitted User, in which
case you must provide us with the Permitted User’s name and other information that we
reasonably require in relation to the Permitted User. You must procure each Permitted User’s
compliance with clauses 5.1 and 5.2 and any other reasonable condition notified by us to you.]
5.4 A breach of any of these Terms by your personnel [(including, to avoid doubt, a Permitted
User)] is deemed to be a breach of these Terms by you.
5.5 You are responsible for procuring all licences, authorisations and consents required for you and
your personnel to use the Service, including to use, store and input Data into, and process and
distribute Data through, the Service.
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6.1 You acknowledge that:
a we may require access to the Data to exercise our rights and perform our obligations
under these Terms; and
b to the extent that this is necessary but subject to clause 9, we may authorise a member
or members of our personnel to access the Data for this purpose.
6.2 You must arrange all consents and approvals that are necessary for us to access the Data as
described in clause 6.1.
6.3 You acknowledge and agree that:
a we may:
i use Data [and information about your [and your end users’] use of the Services] to
generate anonymised and aggregated statistical and analytical data (Analytical
Data); [and]
ii use Analytical Data for our internal research and product development purposes
and to conduct statistical analysis and identify trends and insights; [and]
iii [supply Analytical Data to third parties;]
b our rights under clause 6.3a above will survive termination of expiry of the Agreement;
and
c title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.
6.4 You acknowledge and agree that to the extent Data contains personal information, in collecting,
holding and processing that information through the Service, we are acting as your agent for
the purposes of the Privacy Act 1993 and any other applicable privacy law. You must obtain all
necessary consents from the relevant individual to enable us to collect, use, hold and process
that information in accordance with these Terms.
6.5 While we will take standard industry measures to back up all Data stored using the Service, you
agree to keep a separate back-up copy of all Data uploaded by you onto the Service.
6.6 [You agree that we may store Data (including any personal information) in secure servers in
Germany and may access that Data (including any personal information) in
Germany and Great Britain from time to time.]
6.7 You indemnify us against any liability, claim, proceeding, cost, expense (including the actual
legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged
claim by a third party that any Data infringes the rights of that third party (including Intellectual
Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.
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7.1 You must pay us the Fees.
7.2 We will provide you with valid UK tax invoices on a monthly basis for RESELLER account holders and annually for PREMIUM account holders prior to the due
date for payment.
7.4 You must pay the Fees:
a [by the 20th of the month following the date of invoice / in accordance with the payment
terms set out on our pricing page on the Website; and
b electronically in cleared funds without any set off or deduction.
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8.1 Subject to clause 8.2, title to, and all Intellectual Property Rights in, the Service, the Website,
and all Underlying Systems is and remains our property (and our licensors’ property). You
must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
8.2 Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your
property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable
licence to use, store, copy, modify, make available and communicate the Data for any purpose
in connection with the exercise of our rights and performance of our obligations in accordance
with these Terms.
8.3 To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and
perpetual licence to use for our own business purposes any know-how, techniques, ideas,
methodologies, and similar Intellectual Property used by us in the provision of the Services.
8.4 If you provide us with ideas, comments or suggestions relating to the Service or Underlying
Systems (together feedback):
a all Intellectual Property Rights in that feedback, and anything created as a result of that
feedback (including new material, enhancements, modifications or derivative works), are
owned solely by us; and
b we may use or disclose the feedback for any purpose.
8.5 [You acknowledge that the Service may link to third party websites or feeds that are connected
or relevant to the Service. Any link from the Service does not imply that we endorse, approve
or recommend, or have responsibility for, those websites or feeds or their content or operators.
To the maximum extent permitted by law, we exclude all responsibility or liability for those
websites or feeds.]
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9.1 Each party must, unless it has the prior written consent of the other party:
a keep confidential at all times the Confidential Information of the other party;
b effect and maintain adequate security measures to safeguard the other party’s
Confidential Information from unauthorised access or use; and
c disclose the other party’s Confidential Information to its personnel or professional
advisors on a need to know basis only and, in that case, ensure that any personnel or
professional advisor to whom it discloses the other party’s Confidential Information is
aware of, and complies with, clauses 9.1a and 9.1b.
9.2 The obligation of confidentiality in clause 9.1 does not apply to any disclosure or use of
Confidential Information:
a for the purpose of performing a party’s obligations, or exercising a party’s rights, under
these Terms;
b required by law (including under the rules of any stock exchange);
c which is publicly available through no fault of the recipient of the Confidential Information
or its personnel;
d which was rightfully received by a party from a third party without restriction and without
breach of any obligation of confidentiality; or
e by us if required as part of a bona fide sale of our business (assets or shares, whether in
whole or in part) to a third party, provided that we enter into a confidentiality agreement
with the third party on terms no less restrictive than this clause 9.
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10.1 Each party warrants that it has full power and authority to enter into, and perform its obligations
under, these Terms.
10.2 To the maximum extent permitted by law:
a our warranties are limited to those set out in these Terms, and all other conditions,
guarantees or warranties whether expressed or implied by statute or otherwise (including
any warranty under Part 3 of the Contract and Commercial Law Act 2017) are expressly
excluded and, to the extent that they cannot be excluded, liability for them is limited to
GBP[100]; and
b we make no representation concerning the quality of the Service and do not promise that
the Service will:
i meet your requirements or be suitable for a particular purpose[, including that the
use of the Service will fulfil or meet any statutory role or responsibility you may
have]; or
ii be secure, free of viruses or other harmful code, uninterrupted or error free.
10.3 You agree and represent that you are acquiring the Service, and accepting these Terms, for the
purpose of trade. The parties agree that:
a to the maximum extent permissible by law, the Consumer Rights Act 2015 and any
other applicable consumer protection legislation does not apply to the supply of the
Service or these Terms; and
b it is fair and reasonable that the parties are bound by this clause 10.3.
10.4 Where legislation or rule of law implies into these Terms a condition or warranty that cannot be
excluded or modified by contract, the condition or warranty is deemed to be included in these
Terms. However, our liability for any breach of that condition or warranty is limited, at our
option, to:
a supplying the Service again; and/or
b paying the costs of having the Service supplied again.
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11.1 Our maximum aggregate liability under or in connection with these Terms or relating to the
Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise,
must not in any Year exceed [insert cap e.g. an amount equal to the Fees paid by you relating
to the Service in the previous Year (which in the first Year is deemed to be the total Fees paid
by you from the Start Date to the date of the first event giving rise to liability)]. The cap in this
clause 11.1 includes the cap set out in clause 10.2a.
11.2 Neither party is liable to the other under or in connection with these Terms or the Service for
any:
a loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
b consequential, indirect, incidental or special damage or loss of any kind.
11.3 Clauses 11.1 and 11.2 do not apply to limit our liability under or in connection with these Terms
for:
a personal injury or death;
b fraud or wilful misconduct; or
c a breach of clause 9.
11.4 Clause 11.2 does not apply to limit your liability:
a to pay the Fees;
b under the indemnity in clause 6.7; or
c for those matters stated in clause 11.3a to 11.3c.
11.5 Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to
perform its obligations under these Terms or otherwise, to the extent that the failure is caused
by the other party failing to comply with its obligations under these Terms, or by the negligence
or misconduct of the other party or its personnel.
11.6 Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may
suffer or incur arising out of anything done or not done by the other party under or in connection
with these Terms or the Service.
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12.1 Unless terminated under this clause 12, these Terms and your right to access and use the
Service:
a starts on the Start Date; and
b continues until a party gives at least 30 days notice that these Terms
and your access to and use of the Service will terminate on the expiry of that notice.
12.2 [Subject to clause 7.6, if the subscription option you have selected includes a minimum initial
term, the earliest date for termination under clause 12.1 will be the expiry of that initial term.]
12.3 Either party may, by notice to the other party, immediately terminate these Terms and your right
to access and use the Service if the other party:
a breaches any material provision of these Terms and the breach is not:
i remedied within 10 days of the receipt of a notice from the first party requiring it to
remedy the breach; or
ii capable of being remedied; or
b becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator,
statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any
form of insolvency action or external administration, or ceases to continue business for
any reason.
12.4 You may terminate these Terms and your right to access and use the Service in accordance
with clause 7.6.
12.5 Termination of these Terms does not affect either party’s rights and obligations that accrued
before that termination.
12.6 On termination of these Terms, you must pay all Fees for the provision of the Service prior to
that termination.
12.7 No compensation is payable by us to you as a result of termination of these Terms for whatever
reason, and you will not be entitled to a refund of any Fees that you have already paid.
12.8 Except to the extent that a party has ongoing rights to use Confidential Information, at the other
party’s request following termination of these Terms but subject to clause 12.9, a party must
promptly return to the other party or destroy all Confidential Information of the other party that is
in the first party’s possession or control.
12.9 At any time prior to one month after the date of termination, you may request:
a a copy of any Data stored using the Service, provided that you pay our reasonable costs
of providing that copy. On receipt of that request, we must provide a copy of the Data in
a common electronic form. We do not warrant that the format of the Data will be
compatible with any software; and/or
b deletion of the Data stored using the Service, in which case we must use reasonable
efforts to promptly delete that Data.
To avoid doubt, we are not required to comply with clause 12.9a to the extent that you have
previously requested deletion of the Data.
12.10 Without limiting any other right or remedy available to us, we may restrict or suspend your
access to and use of the Service and/or delete, edit or remove the relevant Data if we consider
that you or any of your personnel have:
a undermined, or attempted to undermine, the security or integrity of the Service or any
Underlying Systems;
b used, or attempted to use, the Service:
i for improper purposes; or
ii in a manner, other than for normal operational purposes, that materially reduces
the operational performance of the Service;
c transmitted, inputted or stored any Data that breaches or may breach these Terms or
any third party right (including Intellectual Property Rights and privacy rights), or that is or
may be Objectionable, incorrect or misleading; or
d otherwise materially breached these Terms.
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14.1 Neither party is liable to the other for any failure to perform its obligations under these Terms to
the extent caused by Force Majeure.
14.2 No person other than you and us has any right to a benefit under, or to enforce, these Terms.
14.3 For us to waive a right under these Terms, that waiver must be in writing and signed by us.
14.4 Subject to clause 6.4, we are your independent contractor, and no other relationship (e.g. joint
venture, agency, trust or partnership) exists under these Terms.
14.5 If we need to contact you, we may do so by email or by posting a notice on the Website. You
agree that this satisfies all legal requirements in relation to written communications. You may
give notice to us under or in connection with these Terms by emailing contact@zappii.com.
14.6 These Terms, and any dispute relating to these Terms or the Service, are governed by and
must be interpreted in accordance with the laws of Great Britain. Each party submits to the
non-exclusive jurisdiction of the Courts of Great Britain in relation to any dispute connected
with these Terms or the Service.
14.7 Clauses which, by their nature, are intended to survive termination of these Terms, including
clauses 6.7, 8, 9, 11, 12.5 to 12.9 and 14.6, continue in force.
14.8 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part
or provision is deemed to be modified to the extent required to remedy the illegality,
unenforceability or invalidity. If modification is not possible, the part or provision must be
treated for all purposes as severed from these Terms. The remainder of these Terms will be
binding on you.
14.9 Subject to clauses 2.1 and 7.6, any variation to these Terms must be in writing and signed by
both parties.
14.10 These Terms set out everything agreed by the parties relating to the Service, and supersede
and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have
not relied on any representation, warranty or agreement relating to the Service that is not
expressly set out in these Terms, and no such representation, warranty or agreement has any
effect from the Start Date.
14.11 You may not assign, novate, subcontract or transfer any right or obligation under these Terms
without our prior written consent, that consent not to be unreasonably withheld. You remain
liable for your obligations under these Terms despite any approved assignment, subcontracting
or transfer.
