Terms of Service

1. Definitions

1.1 Defined terms

The following definitions apply to this Agreement:

1.2 Interpretation

Words such as “including”, “include” and “for example” are illustrative and do not limit the words that precede them. Clause headings do not affect interpretation. References to a clause are to a clause of these Terms of Service.

2. Licensing

2.1 Licence to use Zappl

Subject to payment of the applicable Charges and compliance with this Agreement, Zappl grants the Customer a non-exclusive, non-transferable and non-sublicensable licence to access and use the Services during the Subscription Term.

The licence is granted solely for the Customer’s internal business operations and may only be exercised by Authorised Users. The Customer shall not permit any third party to access or use Zappl except as expressly permitted under this Agreement.

The installation and use of the Agent Software on the Customer’s devices is also governed by the EULA.

2.2 Licence restrictions

The Customer shall not, and shall not permit any third party to:

• copy, reproduce, distribute or commercially exploit Zappl;
• modify, adapt, translate or create derivative works from Zappl;
• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, object code or underlying structure of Zappl;
• remove, alter or obscure any copyright, trademark or proprietary notices contained within Zappl;
• rent, lease, sublicense, assign, resell, timeshare or otherwise make Zappl available to any third party;
• circumvent, disable or interfere with any security mechanisms, authentication controls or usage restrictions implemented within Zappl;
• use Zappl in any manner that violates applicable laws, regulations or third-party rights;
• use Zappl to distribute malicious software, malware, ransomware or other harmful code;
• register or attempt to register any intellectual property that is similar to or derived from Zappl; or
• use Zappl branding, trademarks or logos without Zappl’s prior written consent.

2.3 Authorised Users and credentials

The Customer shall be responsible for:

• managing Authorised User accounts and access permissions;
• maintaining the confidentiality of user and integration credentials;
• removing access for departing personnel promptly;
• ensuring Authorised Users comply with this Agreement; and
• all activities undertaken through its accounts.

The Customer shall not knowingly share user credentials between individuals unless expressly permitted by Zappl, and shall promptly notify Zappl of any actual or suspected unauthorised access to the Services or credential compromise.

2.4 Subscription rights

Access to Zappl is granted only for the Subscription Term. No ownership rights in Zappl are transferred to the Customer, and all rights not expressly granted are reserved in accordance with clause 6 (Intellectual Property). Third-Party Services are addressed in clause 4 (Supported Integrations), and suspension of access in clause 12 (Suspension & Termination).

3. Subscription Services

3.1 Provision of Services

Zappl shall provide the Services purchased by the Customer as specified in the applicable Order Form. Services may include application deployment automation, software patch management, reporting, integrations, onboarding, training, support and related platform functionality.

3.2 Service delivery

Zappl shall use reasonable skill and care in the delivery of the Services and may provide them remotely, through the Zappl platform or by other agreed methods.

3.3 Professional Services

Where purchased, Zappl may provide onboarding, configuration assistance, training, workshops, migration assistance, integration consultancy and other professional services, as described in the applicable Order Form or Statement of Work.

Where Zappl is purchased together with Jamf or other DARE services, Professional Services are governed by the DARE Technology Terms & Conditions in accordance with clause 17.3 (Order of precedence).

3.4 Support Services

Support Services may include technical assistance, troubleshooting, configuration guidance and product usage support. Zappl does not guarantee resolution of issues arising from third-party software, vendor outages, Customer infrastructure or unsupported configurations.

3.5 Service levels

Where purchased, support and service level commitments shall be provided in accordance with the applicable Service Level Agreement. Unless expressly stated otherwise, Zappl shall provide support on a reasonable endeavours basis and does not guarantee specific response or resolution times. Any service level commitments apply only to the Services expressly identified in the applicable Service Level Agreement.

3.6 Free trials

Zappl may offer a free trial of the Services for the period stated at sign-up (the “Trial Period”). During the Trial Period:

1. no Charges are payable;
2. the Services are provided “as is”, without any warranty or service level commitment;
3. notwithstanding clause 13 (Limitation of Liability), Zappl’s liability arising from the trial is excluded to the fullest extent permitted by law; and
4. Zappl may modify or end the trial at any time by notice to the Customer.

Use of the Services after the Trial Period requires an accepted Order Form. Where a trial does not convert, Zappl may delete Customer Data from the trial thirty (30) days after the Trial Period ends.

4. Supported Integrations

4.1 Integration overview

Zappl is designed to operate with supported third-party platforms, services and technologies in order to provide automation, application management, reporting and related functionality. Integrations may be provided directly by Zappl, through third-party APIs, vendor services or other supported connection methods. The availability of specific integrations may vary depending on subscription level, technical requirements and third-party vendor support.

4.2 Supported and future integrations

Supported integrations may change from time to time, and Zappl may introduce support for additional platforms, vendors and technologies. Nothing in this Agreement obliges Zappl to develop, maintain or release any specific integration, feature or functionality.

4.3 Third-Party Services

Certain Zappl functionality depends on Third-Party Services which are not owned, operated or controlled by Zappl, including:

• Device Management Platforms;
• cloud infrastructure providers;
• software vendors;
• authentication providers;
• application repositories; and
• operating system vendors.

Zappl shall not be responsible for the operation, availability, security, pricing or continued provision of any Third-Party Service. Zappl’s liability in relation to Third-Party Services is addressed in clause 13 (Limitation of Liability).

4.4 Changes to third-party platforms

Third-party providers may from time to time modify APIs, change authentication methods, remove functionality, introduce licensing restrictions, discontinue services or alter technical requirements. Zappl may modify, suspend or discontinue integrations affected by such changes and shall use reasonable endeavours to maintain compatibility where commercially and technically practicable.

4.5 Customer responsibilities for integrations

The Customer shall be responsible for:

• maintaining valid licences for Third-Party Services;
• obtaining all permissions and consents required for integrations;
• maintaining administrative access where required;
• complying with applicable third-party licensing terms; and
• maintaining supported versions of connected systems.

Failure to maintain appropriate third-party licences or access rights may affect the availability of certain Zappl features.

4.6 Integration security

Where integrations require credentials, tokens, certificates or administrative permissions, the Customer shall ensure that such information is provided securely and maintained appropriately. Zappl shall implement reasonable safeguards to protect integration credentials used in connection with the Services. The Customer remains responsible for access controls and security settings within connected third-party platforms.

4.7 Availability of integrations

Zappl does not warrant that any specific integration, API, functionality or Third-Party Service will remain available, unchanged or supported at all times or across all subscription tiers. Integration availability may be subject to technical, commercial or licensing considerations.

4.8 Integration support

Where reasonably practicable, Zappl may provide guidance and assistance relating to supported integrations. Unless expressly agreed in an Order Form or Statement of Work, Zappl is not responsible for the administration, operation or support of Third-Party Services.

5. Customer Responsibilities

5.1 Customer cooperation

The Customer shall provide all information, access, approvals and assistance reasonably required for Zappl to deliver the Services.

5.2 Customer obligations

Throughout the Subscription Term the Customer shall:

• provide accurate and up-to-date information;
• maintain valid licences and subscriptions for connected Third-Party Services;
• ensure Authorised Users comply with this Agreement;
• maintain appropriate security controls within its environment, as described in clause 8 (Information Security);
• comply with all applicable laws and regulations;
• maintain appropriate backup and recovery arrangements; and
• promptly notify Zappl of any suspected unauthorised access, security incident or misuse of the Services.

5.3 Customer environment

Zappl shall not be responsible for the administration, operation or security of systems, services or infrastructure not owned or operated by Zappl.

5.4 Acceptable use

The Customer shall not use the Services for any unlawful purpose, to distribute malicious code, to gain unauthorised access to systems or data, to interfere with the operation of the Services or to infringe the rights of any third party.

5.5 Third-party terms

The Customer remains responsible for complying with any terms, policies and licensing obligations relating to Third-Party Services connected to Zappl.

6. Intellectual Property

6.1 Ownership of Zappl

Zappl, including all associated software, the Agent Software, source code, object code, automation workflows, scripts, APIs, dashboards, reports, reporting capabilities, documentation, branding, trademarks, designs and related Intellectual Property Rights, shall remain the exclusive property of DARE Technology Limited.

Nothing in this Agreement transfers ownership of any Intellectual Property Rights from Zappl to the Customer. Except for the limited licence expressly granted in clause 2 (Licensing), no rights are granted to the Customer, whether by implication, estoppel or otherwise, and all rights not expressly granted are reserved by DARE Technology Limited.

6.2 Proprietary rights

The Customer acknowledges that Zappl contains valuable proprietary technology, confidential information and intellectual property developed and owned by DARE Technology Limited, and shall not take any action that may compromise, challenge or adversely affect Zappl’s ownership rights in the Services.

6.3 Feedback and suggestions

The Customer may provide suggestions, recommendations, enhancement requests or other feedback relating to the Services. Zappl may freely use, incorporate, modify and commercialise such feedback without restriction, obligation or compensation to the Customer.

6.4 Product improvements

All improvements, modifications, enhancements, updates, new functionality and developments relating to Zappl shall remain the exclusive property of DARE Technology Limited, regardless of whether they were inspired by Customer requests or feedback.

6.5 Customer Intellectual Property

Nothing in this Agreement transfers ownership of the Customer’s Intellectual Property Rights. The Customer retains ownership of Customer Data and of its trademarks, branding, documentation and customer-developed content.

6.6 Licence to Customer Data

The Customer grants Zappl a limited, non-exclusive right to access, process and use Customer Data solely for the purposes of delivering the Services, providing support, maintaining security, producing reports, improving service performance and meeting legal and regulatory obligations. This right terminates on termination of the Agreement, except where retention is required by law or permitted under this Agreement.

6.7 Third-party Intellectual Property

Certain functionality within Zappl may rely on Third-Party Services, software, trademarks or technologies. All Intellectual Property Rights in them remain vested in their respective owners, and nothing in this Agreement grants the Customer any rights in them except as permitted by the relevant third-party provider.

6.8 Protection of Intellectual Property

The Customer shall promptly notify Zappl if it becomes aware of any unauthorised use of the Services, any infringement of Zappl’s Intellectual Property Rights, or any misuse of Zappl branding or proprietary materials. Zappl reserves the right to take such action as it considers appropriate to protect its Intellectual Property Rights.

7. Customer Data

7.1 Ownership of Customer Data

The Customer retains all rights, title and interest in and to Customer Data. Zappl shall not acquire any ownership rights over Customer Data through the provision of the Services.

7.2 Processing of Customer Data

Zappl may access, process, store and transmit Customer Data solely to the extent reasonably necessary to deliver the Services, provide technical support, maintain platform functionality, monitor service performance, resolve incidents, improve service quality and meet legal and regulatory obligations. Zappl shall process Customer Data in accordance with Data Protection Laws and clause 15 (Data Protection).

7.3 Customer responsibility for data

The Customer is solely responsible for the accuracy, legality and integrity of Customer Data and warrants that it has all rights, permissions and consents required for Zappl to process Customer Data in accordance with this Agreement.

7.4 Usage and operational data

Zappl may collect and process operational, diagnostic and usage information relating to the use, performance, security and operation of the Services. Such information may be used for service delivery, support, security monitoring, troubleshooting, capacity planning, reporting, analytics, product development and service improvement. Where reasonably possible, Zappl shall use aggregated or anonymised information that does not identify the Customer or any individual user.

7.5 Aggregated and anonymised data

Zappl may create and use aggregated and anonymised information derived from Customer Data, provided that such information does not identify the Customer or any individual and does not enable Customer Data to be reconstructed. Such information may be used for product development, service improvement, reporting, benchmarking and business analytics.

7.6 Data retention

Zappl shall retain Customer Data only for as long as reasonably necessary to deliver the Services, meet contractual obligations, comply with legal requirements, resolve disputes and maintain business records.

7.7 Return and deletion

The Customer is responsible for exporting any Customer Data it requires before termination or expiry of the Services. Following termination or expiry, the return and deletion process and timescales in clause 15.10 (Data retention and deletion) apply to all Customer Data, not only personal data, unless retention is required by law or otherwise agreed in writing.

7.8 Third-Party Services

Where Customer Data is transmitted to or processed by Third-Party Services connected to Zappl, such processing may be subject to the terms, privacy policies and security practices of the relevant third-party provider. Zappl shall not be responsible for the processing activities of independent Third-Party Services outside its reasonable control.

7.9 Security and incidents

The security of Customer Data, and the notification of any Security Incident affecting it, are governed by clause 8 (Information Security).

7.10 Backups and recovery

The Customer remains responsible for maintaining appropriate backup and recovery arrangements for its own systems and data. Unless expressly stated in an Order Form, Zappl does not guarantee that Customer Data can be recovered following deletion, corruption or loss originating outside the Zappl platform.

8. Information Security

8.1 Security commitment

Zappl shall maintain reasonable administrative, technical and organisational measures designed to protect the confidentiality, integrity and availability of the Services and Customer Data against unauthorised access, disclosure, loss, destruction, alteration or unlawful processing. Such measures shall be appropriate to the nature of the Services and the risks associated with the processing of Customer Data.

8.2 Security controls

Zappl may implement and maintain security controls relating to access management, authentication, encryption, monitoring, vulnerability management and incident response. These controls may evolve over time in response to changing security requirements, industry standards and technology practices.

8.3 Access management

Zappl shall take reasonable steps to ensure that access to systems containing Customer Data is restricted to authorised personnel who require such access for the performance of their duties, and that such personnel are subject to appropriate confidentiality obligations.

8.4 Customer security responsibilities

Security is a shared responsibility. The Customer remains responsible for securing its own systems, devices, networks and Third-Party Services, and shall maintain appropriate:

• user access controls;
• endpoint protection solutions;
• device management controls;
• authentication policies;
• software update processes; and
• internal security procedures.

The Customer’s responsibilities for Authorised User and integration credentials are set out in clause 2 (Licensing).

8.5 Security monitoring

Zappl may monitor the Services for security threats, unauthorised access attempts, service abuse, malicious activity, platform vulnerabilities and operational anomalies, for security, operational and compliance purposes.

8.6 Vulnerability management

Zappl may perform ongoing activities designed to identify and address security vulnerabilities, including security assessments, vulnerability scanning, security patching, software updates and infrastructure maintenance. Zappl reserves the right to deploy security-related updates where necessary to protect the Services, Customer Data or platform integrity.

8.7 Security Incidents

A Security Incident means any actual or suspected event that results in unauthorised access to, or disclosure, alteration or destruction of, Customer Data within the Zappl platform. Upon becoming aware of a Security Incident, Zappl shall:

1. take reasonable steps to investigate the incident;
2. take reasonable steps to contain and mitigate its effects; and
3. notify the Customer without undue delay where notification is required by law or the incident is reasonably likely to have a material impact on the Customer.

Any notification shall include the information available to Zappl that is reasonably necessary to assist the Customer in meeting its own legal and regulatory obligations. Personal data breaches are also subject to clause 15 (Data Protection).

8.8 Third-party security

Zappl may use Third-Party Services in connection with the delivery of the Services. While Zappl shall take reasonable steps when selecting service providers, it shall not be responsible for independent security failures, vulnerabilities or incidents occurring within Third-Party Services outside its reasonable control.

8.9 Business continuity

Zappl shall maintain reasonable business continuity and disaster recovery arrangements appropriate to the nature of the Services, which may be reviewed, tested and updated periodically to support service resilience.

8.10 No security guarantee

No software platform, network or internet-based service can be guaranteed to be completely secure. Accordingly, Zappl does not warrant that the Services will be immune from cyber-attacks, that unauthorised access will never occur, or that security vulnerabilities or service interruptions will never arise. Zappl shall, however, use reasonable commercial endeavours to maintain and improve the security of the Services.

8.11 Cooperation

In the event of a Security Incident affecting the Services, both parties shall cooperate in good faith and provide reasonable assistance to one another to investigate, mitigate and address the incident.

9. Service Availability

9.1 Service commitment

Zappl shall use reasonable commercial endeavours to make the Services available throughout the Subscription Term. Zappl is a cloud-delivered platform, and service availability may be affected by factors both within and outside Zappl’s reasonable control.

9.2 Availability objectives

Unless expressly agreed in a Service Level Agreement, Zappl does not guarantee any specific uptime percentage, service level or availability target.

9.3 Planned maintenance

Zappl may perform planned maintenance from time to time to deploy software updates, implement security improvements, upgrade infrastructure, improve platform performance and introduce new functionality. Where reasonably practicable, Zappl shall give advance notice of planned maintenance expected to materially affect service availability.

9.4 Emergency maintenance

Zappl may undertake emergency maintenance without prior notice where reasonably necessary to protect platform security, address critical vulnerabilities, prevent service disruption, maintain operational stability or comply with legal or regulatory obligations. Emergency maintenance may temporarily affect the availability of the Services.

9.5 Service interruptions

Interruptions may occur due to planned or emergency maintenance, internet or telecommunications failures, cloud infrastructure outages, Third-Party Service interruptions, cyber-attacks, Force Majeure Events or software vendor issues. Such interruptions shall not in themselves constitute a breach of this Agreement.

9.6 Service performance

Zappl shall use reasonable commercial endeavours to maintain platform performance, monitor service health, identify operational issues and respond to incidents affecting the Services. Service performance may vary depending on Customer environments, network conditions, Third-Party Services, device configurations and platform integrations.

9.7 Incident response

Where Zappl becomes aware of a material service interruption affecting multiple customers or core platform functionality, Zappl shall use reasonable endeavours to:

1. investigate the issue;
2. mitigate the impact;
3. restore normal service operation; and
4. communicate relevant updates where appropriate.

Nothing in this clause requires Zappl to disclose confidential security information or internal operational details.

9.8 Continuous improvement

Zappl is a continuously evolving platform, and ongoing improvements, updates and operational changes may occasionally affect service availability or functionality. Zappl shall use reasonable endeavours to implement such changes in a controlled and professional manner, and to review and improve the availability, resilience and performance of the Services throughout the Subscription Term.

10. Updates & Enhancements

10.1 Platform updates

Zappl may modify, improve, replace, enhance or discontinue functionality, integrations, reporting capabilities, security features and other platform components, including the Agent Software, from time to time. Updates may include security improvements, bug fixes, performance enhancements, infrastructure changes, compliance updates and new functionality. Zappl shall use reasonable endeavours to minimise disruption arising from material changes.

10.2 Security and compatibility

Zappl may deploy updates without prior notice where reasonably necessary to maintain security, protect Customer Data, address vulnerabilities, comply with legal obligations or maintain compatibility with Third-Party Services. Certain updates may be mandatory and cannot be deferred.

10.3 Feature availability

The availability of specific features, functionality and integrations may vary depending on subscription level, product edition, technical requirements and Third-Party Services. Zappl does not guarantee the availability of any specific future feature, integration or functionality.

10.4 Beta features

Zappl may make available beta, preview or early-access functionality, which may be modified, withdrawn or subject to limitations without notice and is provided on an “as available” basis without warranty of any kind.

10.5 Product roadmap

Any information relating to future functionality, integrations, enhancements or product development plans is provided for information only and does not create any contractual obligation on Zappl.

10.6 Customer feedback

Zappl may consider Customer feedback, enhancement requests and feature suggestions as part of its product development process, but is under no obligation to implement, prioritise or deliver any requested functionality. Rights in feedback are addressed in clause 6 (Intellectual Property).

11. Charges & Payment

11.1 Charges

The Customer shall pay all Charges specified in the applicable Order Form, which may include subscription fees, onboarding fees, Professional Services fees, training fees, consultancy fees, Support Services fees and usage-based charges where applicable. All Charges are exclusive of VAT and any other applicable taxes unless expressly stated otherwise.

11.2 Invoicing

Zappl shall invoice the Customer in accordance with the applicable Order Form. Unless otherwise agreed, subscription and other recurring Services shall be invoiced in advance, annually or monthly as stated in the applicable Order Form, and Professional Services may be invoiced on completion, on milestone achievement or monthly in arrears. Invoices may be issued electronically.

Where Charges for a Subscription Term are invoiced monthly, the Customer commits to the Charges for the full Subscription Term, and on termination by Zappl under clause 12.4 (Termination), all remaining instalments become immediately due.

11.3 Payment terms

Invoices are payable within thirty (30) days of the invoice date unless otherwise specified in the applicable Order Form, in the currency specified in the Order Form. The Customer shall make payments in full without deduction, set-off, withholding or counterclaim except where required by law.

11.4 Renewal Charges

Charges for any Renewal Term shall be those set out in the renewal quotation issued under clause 12 (Suspension & Termination), and may differ from the Charges for the current Subscription Term. Where clause 17.3 (Order of precedence) applies, renewal Charges are instead governed by the DARE Technology Terms & Conditions.

11.5 Professional Services

Professional Services shall be charged at the rates specified in the applicable Order Form or Statement of Work. Additional work outside the agreed scope may result in additional Charges, and Zappl shall not be required to commence out-of-scope work until the applicable Charges have been agreed.

11.6 Customer delays

Where delays are caused by the Customer, including delays in providing information, access, approvals or required resources, Zappl may charge reasonable additional fees for any resulting time, effort or expense. Where reasonably practicable, Zappl shall notify the Customer before incurring any material additional Charges.

11.7 Disputed invoices

If the Customer disputes an invoice, it shall notify Zappl in writing before the payment due date and provide reasonable details of the disputed amount. The undisputed portion remains payable in accordance with the agreed payment terms, and both parties shall work in good faith to resolve the disputed amount promptly.

11.8 Late payment

Zappl may charge interest on overdue amounts at four percent (4%) per annum above the Bank of England base rate, accruing daily from the due date until payment is received in full, and may recover reasonable costs incurred in recovering overdue amounts. Zappl may also suspend the Services for non-payment in accordance with clause 12 (Suspension & Termination); suspension does not relieve the Customer of its obligation to pay outstanding Charges.

11.9 Taxes

The Customer shall be responsible for all applicable taxes, duties, levies and similar governmental charges arising from the purchase of the Services, excluding taxes based on Zappl’s income.

11.10 Non-refundable fees

Unless expressly stated otherwise in an applicable Order Form, subscription fees are non-refundable, Professional Services fees are non-refundable once delivered, and Charges relating to work already performed remain payable.

11.11 Audit of Charges

Zappl may review subscription levels and service usage, including device volumes, user volumes and other applicable usage metrics. Where actual usage materially exceeds the Customer’s contracted entitlements, Zappl may require the Customer to upgrade to an appropriate subscription level.

12. Suspension & Termination

12.1 Suspension

Zappl may suspend or restrict access to all or part of the Services where reasonably necessary to:

• protect the security, integrity or availability of the Services;
• investigate a suspected breach of this Agreement;
• address a material breach of this Agreement by the Customer;
• address non-payment of undisputed Charges beyond their due date;
• comply with legal or regulatory obligations; or
• prevent harm to Zappl, its customers or third parties.

Where reasonably practicable, Zappl shall give prior notice of any suspension and shall minimise its impact. Access may remain suspended until the relevant issue has been resolved to Zappl’s reasonable satisfaction.

12.2 Expiry and renewal

The Subscription Term does not renew automatically. It expires at the end of the period stated in the Order Form unless renewed under this clause.

Zappl shall send the Customer a renewal quotation at least sixty (60) days before the end of the Subscription Term. A renewal takes effect only when the Customer accepts a renewal Order Form before the end of the Subscription Term.

If the Customer has not accepted a renewal Order Form by the end of the Subscription Term, the Subscription Term expires and clause 12.5 (Effects of termination or expiry) applies. Pricing in a renewal quotation is valid until the end of the Subscription Term unless the quotation states otherwise, and Zappl does not guarantee that pricing or uninterrupted service for a renewal accepted after expiry.

This clause applies where Zappl is purchased on its own. Where Zappl is purchased together with Jamf or other DARE services, the Subscription Term and its renewal are governed by the DARE Technology Terms & Conditions in accordance with clause 17.3 (Order of precedence), and may be co-terminated with other services on the same Order Form.

12.3 No cancellation for convenience

The Customer may not cancel the Services for convenience during the Subscription Term. Charges for the Subscription Term remain payable in accordance with clause 11 (Charges & Payment).

12.4 Termination

Either party may terminate this Agreement immediately by written notice where the other party:

1. commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days of written notice;
2. becomes insolvent, enters administration, liquidation or any analogous process;
3. ceases trading or is unable to continue performing its obligations under this Agreement; or
4. is required to terminate by applicable law or regulatory obligation.

Zappl may also terminate this Agreement where the Customer commits repeated breaches which, taken together, amount to a material breach.

12.5 Effects of termination or expiry

Upon termination or expiry of this Agreement:

• the Customer’s right to access and use the Services shall cease, and all licences granted under this Agreement shall terminate;
• the Customer shall remove the Agent Software from its devices in accordance with the EULA;
• any outstanding Charges shall become immediately due and payable;
• Customer Data shall be returned or deleted in accordance with clauses 7 (Customer Data) and 15 (Data Protection); and
• each party shall return or securely destroy the other party’s Confidential Information upon reasonable request.

Termination shall not affect any rights, remedies or liabilities accrued before the date of termination.

13. Limitation of Liability

13.1 Excluded losses

Neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

• loss of profit, revenue or anticipated savings;
• loss of business, contracts or opportunities;
• loss of goodwill or reputation;
• loss of data, except where expressly provided otherwise in this Agreement; or
• indirect, consequential or special losses.

13.2 Third-Party Services

Zappl shall not be liable for any loss, damage, interruption, delay, data issue, incompatibility or service degradation arising directly or indirectly from Third-Party Services, Device Management Platforms, software vendors, cloud service providers, operating system vendors, authentication providers or internet service providers, including vendor outages, authentication failures and changes to their functionality, APIs, licensing models, pricing, availability or support arrangements. Such matters are outside Zappl’s reasonable control.

13.3 Customer environment

Zappl shall not be liable for losses arising from Customer systems, infrastructure, security failures, unsupported configurations, Customer actions or omissions, or failure to maintain appropriate backups.

13.4 Service availability

Except where expressly agreed in a Service Level Agreement, Zappl shall not be liable for any loss or interruption arising from service outages, third-party failures, scheduled maintenance, Force Majeure Events or Security Incidents, except, in the case of Security Incidents, to the extent caused by Zappl’s breach of this Agreement, in which case clause 13.6 (Liability cap) applies.

13.5 Beta features

Zappl shall not be liable for any loss arising from the Customer’s use of beta, preview or early-access functionality.

13.6 Liability cap

Subject to this clause, Zappl’s total aggregate liability arising under or in connection with this Agreement shall not exceed the total Charges paid and payable by the Customer in the twelve (12) months preceding the event giving rise to the claim.

In respect of claims arising from Zappl’s breach of clause 14 (Confidentiality) or clause 15 (Data Protection), Zappl’s total aggregate liability shall instead not exceed the greater of (a) two (2) times the amount in the paragraph above, or (b) £50,000.

These caps apply only to Zappl’s liability and do not limit the Customer’s obligations, warranties or indemnities under this Agreement.

13.7 Credential indemnity

The Customer shall indemnify Zappl against all losses, liabilities, costs and expenses (including reasonable legal fees) incurred by Zappl arising from any unauthorised access to the Services caused by the Customer’s failure to safeguard Authorised User or integration credentials in accordance with clauses 2 (Licensing) and 8 (Information Security), save to the extent such unauthorised access is caused by Zappl’s own breach of this Agreement.

13.8 Unlimited liability

Nothing in this Agreement shall exclude or limit either party’s liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability which cannot lawfully be excluded or limited.

13.9 Allocation of risk

The Customer acknowledges that the Charges reflect the allocation of risk between the parties and that the limitations and exclusions in this clause are reasonable.

14. Confidentiality

14.1 Confidential Information

Each party may receive or have access to Confidential Information belonging to the other party in connection with the Services. Confidential Information includes any non-public business, commercial, financial, technical, operational, security, customer, product, pricing, strategic or proprietary information disclosed by either party, whether in written, electronic, visual, oral or other form.

14.2 Confidentiality obligations

Each party shall:

• keep the other party’s Confidential Information confidential;
• use it solely for the purposes of performing or receiving the Services;
• protect it using at least the same degree of care it uses to protect its own confidential information, and in any event no less than reasonable care; and
• restrict access to personnel, contractors and advisers who have a legitimate need to know it.

14.3 Permitted disclosure

A party may disclose Confidential Information where disclosure is required by law, regulation, court order or a regulatory authority; where it is reasonably necessary to professional advisers, auditors or insurers who are subject to confidentiality obligations; or where the other party has given prior written consent. Where legally permitted, the other party shall be notified before such disclosure occurs.

14.4 Exclusions

Confidential Information does not include information that is publicly available through no breach of this Agreement, was lawfully known to the receiving party before disclosure, is lawfully obtained from a third party without restriction, or is independently developed without reference to the other party’s Confidential Information.

14.5 Security of information

Each party shall implement reasonable administrative, technical and organisational measures designed to protect Confidential Information from unauthorised access, disclosure, alteration or loss.

14.6 Return or destruction

Upon written request or termination of this Agreement, each party shall return or securely destroy Confidential Information belonging to the other party, except where retention is required by law, regulatory obligation or legitimate business record-keeping requirements.

14.7 Public statements

Neither party shall make public statements regarding the other party or the Services that disclose Confidential Information without prior written consent. This does not prevent Zappl from exercising its rights under clause 16 (Marketing & Customer References).

14.8 Continuing obligations

The obligations in this clause continue following termination or expiry of this Agreement.

15. Data Protection

15.1 Compliance with Data Protection Laws

Each party shall comply with all applicable Data Protection Laws in connection with this Agreement, including the UK GDPR, the Data Protection Act 2018 and any replacement or successor legislation.

15.2 Roles of the parties

Where Zappl processes personal data on behalf of the Customer, the Customer acts as Controller and Zappl acts as Processor, and each party shall perform its respective obligations in accordance with Data Protection Laws.

15.3 Processing of personal data

Zappl shall process personal data only:

1. for the purpose of providing the Services;
2. in accordance with the Customer’s documented instructions; and
3. as required by applicable law.

Zappl shall not process personal data for any purpose incompatible with the provision of the Services.

15.4 Security measures

Zappl shall maintain appropriate technical and organisational measures designed to protect personal data against unauthorised access, disclosure, loss, destruction, alteration or unlawful processing, appropriate to the nature of the personal data processed and the risks involved.

15.5 Personnel obligations

Zappl shall ensure that personnel authorised to process personal data are subject to appropriate confidentiality obligations, receive appropriate training where necessary, and access personal data only where required for the performance of their duties.

15.6 Subprocessors

Zappl may engage third-party service providers in connection with the delivery of the Services, shall take reasonable steps to ensure they are subject to appropriate contractual obligations relating to the protection of personal data, and shall remain responsible for their performance to the extent required by applicable law.

15.7 Data subject rights

Taking into account the nature of the processing, Zappl shall provide reasonable assistance to enable the Customer to respond to requests from data subjects exercising their rights under Data Protection Laws.

15.8 Personal data breaches

Where Zappl becomes aware of a personal data breach affecting personal data processed on behalf of the Customer, Zappl shall notify the Customer without undue delay where such notification is required by applicable law, and shall provide the information reasonably available to it regarding the nature of the breach and any mitigation steps taken.

15.9 International transfers

Where personal data is transferred outside the United Kingdom or any jurisdiction requiring appropriate transfer safeguards, Zappl shall ensure that such transfers are subject to appropriate safeguards as required by Data Protection Laws, including the UK International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, or another lawful transfer mechanism.

15.10 Data retention and deletion

Upon termination or expiry of the Services, Zappl shall, at the Customer’s written election made within thirty (30) days of termination or expiry, either (a) return all personal data processed on the Customer’s behalf in a commonly used format, or (b) securely delete such personal data, in either case within sixty (60) days of the Customer’s election or, absent any election, within ninety (90) days of termination or expiry. Zappl may retain personal data to the extent, and for so long as, required by applicable law, regulatory obligation or legitimate business record-keeping requirements, in which case it shall remain subject to the confidentiality and security obligations of this Agreement.

16. Marketing & Customer References

16.1 Customer references

Unless the Customer requests otherwise in writing, Zappl may identify the Customer as a customer of the Services in its marketing materials, website, customer lists and partner communications, and may use the Customer’s name, logo and trademarks solely for that purpose, subject to the Customer’s reasonable brand guidelines where provided.

16.2 Case studies and testimonials

Zappl shall obtain the Customer’s prior written approval before publishing any case study, testimonial, press release or similar content relating specifically to the Customer. The Customer may withdraw such approval at any time by written notice, and Zappl shall use reasonable endeavours to comply within a reasonable period.

16.3 Confidential Information

Zappl shall not disclose Customer Data, Confidential Information, commercial terms or pricing information to any third party without the Customer’s prior written consent, except where required by law, regulation or court order.

17. General Terms

17.1 Acceptance and purchase orders

This Agreement is formed when the Customer accepts an Order Form, including by signing it, confirming acceptance in writing, or issuing a purchase order against a Zappl quotation.

Any terms set out in or referenced by the Customer’s purchase order or similar documents are excluded and do not form part of this Agreement, even if Zappl acknowledges or acts on that purchase order.

17.2 Changes to these Terms

Zappl may update these Terms of Service and the EULA from time to time. An updated version applies to the Customer from the start of its next Renewal Term where referenced in the renewal Order Form, or from any earlier date the Customer agrees in writing. Until then, the version referenced in the Customer’s most recently accepted Order Form continues to apply.

Any other variation of this Agreement must be in writing and agreed by both parties.

17.3 Order of precedence

If there is any conflict between the documents forming this Agreement, they take precedence in the following order:

1. the Order Form, as to commercial particulars only, including Charges, device numbers and the Subscription Term;
2. these Terms of Service; and
3. the EULA.

Where Zappl is purchased on its own, these Terms of Service and the EULA apply alone.

Where Zappl is purchased on an Order Form together with Jamf or other DARE services, the DARE Technology Terms & Conditions govern that Order Form, including ordering, Charges, invoicing, payment, the Subscription Term and its renewal, and any Support Services and Professional Services delivered by DARE, including those relating to Zappl. These Terms of Service and the EULA continue to govern the licence and use of Zappl itself.

17.4 Assignment

Neither party may assign, transfer, charge or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Zappl may assign this Agreement as part of any merger, acquisition, business transfer or corporate reorganisation.

17.5 Notices

Any notice given under this Agreement shall be in writing and delivered by hand, courier, recorded delivery or email to the contact details specified in the applicable Order Form, or such other address as either party may notify from time to time. Notices are deemed received:

• if delivered by hand or courier, upon delivery;
• if sent by recorded delivery, two (2) Business Days after posting; and
• if sent by email, at the time of transmission, provided no delivery failure notification is received.

17.6 Force majeure

Neither party shall be liable for any delay or failure in performing its obligations under this Agreement (other than an obligation to pay) where it results from circumstances beyond its reasonable control, including cyber incidents, utility or telecommunications failures, natural disasters, governmental actions and civil unrest (each a “Force Majeure Event”). If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Services upon written notice.

17.7 Waiver

No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver of that right, power or remedy.

17.8 Entire agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, discussions, negotiations, representations and understandings relating to its subject matter. Each party acknowledges that it has not relied on any statement, representation or warranty not expressly set out in this Agreement. Nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation.

17.9 Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

17.10 Third-party rights

A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

17.11 Export controls and sanctions

The Customer shall comply with all applicable export control, sanctions and trade restriction laws and shall not use the Services in any manner that would cause Zappl to be in breach of such laws.

17.12 Survival

Any provisions which by their nature are intended to survive termination or expiry of this Agreement, including those relating to confidentiality, intellectual property, liability, payment obligations, data protection, Customer Data and information security, shall remain in full force and effect.

17.13 Governing law and jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

18. Customer Warranty & Zappl Warranty

18.1 Customer warranty

The Customer warrants and represents that:

1. it has full authority to enter into this Agreement;
2. it shall comply with all applicable laws, regulations and licensing requirements;
3. any information supplied to Zappl shall be accurate and complete;
4. it shall obtain all permissions, licences and consents required for Zappl to provide the Services; and
5. its use of the Services shall not infringe the rights of any third party.

The Customer shall be responsible for any loss, liability, cost or expense arising from a breach of these warranties.

18.2 Zappl warranty

Zappl warrants that:

1. the Services shall be provided with reasonable skill, care and diligence;
2. Zappl shall use appropriately skilled and qualified personnel in the delivery of the Services; and
3. Zappl shall perform the Services in accordance with generally accepted industry standards.

Except as expressly stated in this Agreement, all warranties, conditions and representations, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law.

18.3 Service limitations

Except as expressly stated in a Service Level Agreement, Zappl does not warrant that:

• the Services will be uninterrupted or error-free;
• all defects will be corrected immediately or at all;
• Third-Party Services or integrations will remain available or compatible at all times; or
• the Services will meet every Customer requirement.

Beta features are provided without warranty in accordance with clause 10 (Updates & Enhancements).

18.4 Customer acknowledgement

The Customer acknowledges that Zappl is a software platform that operates in conjunction with Third-Party Services, and that the performance and availability of certain functionality may depend on systems, services and providers outside Zappl’s reasonable control.

Contacts

Sales and customer success: [email protected]
Technical support: [email protected]
Website: www.zappl.co

Zappl is a product of DARE Technology Limited, a company registered in England and Wales. Company number 12514284. Registered office: Clavering House, Clavering Place, Newcastle, NE1 3NG. VAT number GB 347 642 090. © 2026 DARE Technology Limited. All rights reserved.