Terms of Service

Zappl is a cloud-delivered application management platform that automates the deployment, updating, patching and reporting of third-party software across modern endpoint environments. Designed to work alongside leading endpoint management platforms, Zappl helps organisations reduce manual effort, improve software compliance and maintain greater visibility and control across their device estate.

These Terms of Service govern the provision and use of Zappl and any related services supplied by DARE Technology Limited ("Zappl", "we", "us" or "DARE").

1. Definitions

The following definitions apply to this Agreement:

2. Licensing

Licence to Use Zappl

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

The licence granted under this Agreement is solely for the Customer's internal business operations and may only be used by Authorised Users.

The Customer shall not permit any third party to access or use Zappl except as expressly permitted under this Agreement.

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.

Authorised Users

The Customer shall be responsible for:

• Managing access permissions for Authorised Users.
• Maintaining the confidentiality of user credentials.
• Ensuring Authorised Users comply with these Terms of Service.
• All activities undertaken through Customer accounts.

The Customer shall promptly notify Zappl of any actual or suspected unauthorised access to the Service.

Subscription Rights

Access to Zappl is granted only for the duration of the applicable Subscription Term.

No ownership rights in Zappl are transferred to the Customer under this Agreement.

All rights not expressly granted to the Customer are reserved by DARE Technology Limited.

Third-Party Services

Zappl may interact with, integrate with or rely upon Third-Party Services, including Device Management Platforms, operating systems, software repositories, cloud services and authentication providers.

The Customer acknowledges that the availability and functionality of such Third-Party Services are outside the reasonable control of Zappl and may affect the operation of certain features or functionality.

Suspension of Licence Rights

Zappl may suspend or restrict access to the Service where:

• Charges remain unpaid beyond their due date.
• The Customer is in material breach of these Terms.
• Continued access presents a security, operational or legal risk.
• Suspension is required by law or regulatory obligation.

Where reasonably practicable, Zappl shall provide prior notice of any suspension.

Reservation of Rights

Zappl, all associated Intellectual Property Rights, software, documentation, automation workflows, APIs, reporting capabilities, trademarks and product branding remain the exclusive property of DARE Technology Limited.

Except for the limited licence expressly granted under this Agreement, no rights are granted to the Customer whether by implication, estoppel or otherwise.

3. Subscription Services

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.

Service Delivery

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

Platform Enhancements

Zappl may introduce, modify, improve or discontinue functionality, integrations, reporting capabilities, security features and other platform components from time to time.

Zappl shall use reasonable endeavours to minimise disruption arising from material changes.

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.

Third-Party Dependencies

Certain features of Zappl may depend upon Third-Party Services. The Customer acknowledges that changes made by third-party providers may affect the operation, availability or functionality of certain Services and that Zappl shall not be responsible for matters outside its reasonable control.

Professional Services

Where purchased, Zappl may provide onboarding, configuration assistance, training, workshops, migration assistance, integration consultancy and other professional services.

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.

Product Development

Zappl is a continuously evolving software platform. Any information relating to future functionality, integrations, product development plans or roadmaps is provided for informational purposes only and does not create any contractual obligation on Zappl.

Service Levels

Where purchased by the Customer, support and service level commitments shall be provided in accordance with the applicable Service Level Agreement, Order Form or Support Schedule.

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 shall apply only to the Services expressly identified within the applicable Service Level Agreement or Order Form.

4. Supported Integrations

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 upon subscription level, technical requirements and third-party vendor support.

Supported Integration Categories

Zappl may support integrations with various third-party platforms and services. Supported integrations may change from time to time and Zappl is not obliged to develop, maintain or release any specific integration.

Third-Party Services

The Customer acknowledges that certain Zappl functionality may depend upon Third-Party Services which are not owned, operated or controlled by Zappl. Such Third-Party Services may include:

• Device Management Platforms.
• Cloud infrastructure providers.
• Software vendors.
• Authentication providers.
• Application repositories.
• Operating system vendors.

Zappl shall not be responsible for the operation, availability, security, pricing or continued provision of any Third-Party Service.

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.
• Alter technical requirements.

Zappl may modify, suspend or discontinue integrations affected by changes to Third-Party Services and shall use reasonable endeavours to maintain compatibility where commercially and technically practicable.

Customer Responsibilities

The Customer shall be responsible for:

• Maintaining valid licences for Third-Party Services.
• Obtaining all necessary permissions and consents required for integrations.
• Maintaining administrative access where required.
• Complying with applicable third-party licensing terms.
• Maintaining supported versions of connected systems.

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

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.

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.

Future Integrations

Zappl may introduce support for additional platforms, vendors and technologies from time to time.

Nothing within these Terms shall obligate Zappl to develop, maintain or release any specific integration, feature or future functionality.

No Third-Party Liability

Zappl shall not be liable for any loss, interruption, delay, data issue, incompatibility or service degradation arising from:

• Third-party platform failures.
• Vendor outages.
• API changes.
• Authentication failures.
• Software vendor actions.
• Changes made by connected service providers.

Such matters shall be considered outside the reasonable control of Zappl.

Integration Support

Where reasonably practicable, Zappl may provide guidance and assistance relating to supported integrations.

Unless expressly agreed in an applicable Order Form or Statement of Work, Zappl is not responsible for the administration, operation or support of Third-Party Services.

5. Customer Responsibilities

Customer Cooperation

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

Customer Obligations

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.
• Comply with all applicable laws and regulations.
• Maintain appropriate backup and recovery arrangements.
• Promptly notify Zappl of any suspected unauthorised access, security incident or misuse of the Services.

User Access Management

The Customer is responsible for managing Authorised User accounts, access permissions and credentials and remains responsible for all activity undertaken through its accounts.

Security Responsibilities

The Customer acknowledges that security is a shared responsibility and remains responsible for the security of its systems, devices, networks, Third-Party Services and internal security controls.

Customer Environment

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

Acceptable Use

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

Customer Delays

Where delays are caused by the Customer, including delays in providing information, access, approvals or required resources, Zappl reserves the right to charge reasonable additional fees for any resulting time, effort or expense incurred.

Where reasonably practicable, Zappl shall notify the Customer before incurring any material additional Charges.

Third-Party Terms

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

Customer Data

The Customer is solely responsible for the accuracy, legality and integrity of Customer Data supplied to Zappl.

The obligations contained in this Section shall apply throughout the Subscription Term.

6. Intellectual Property

Ownership of Zappl

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

Nothing in this Agreement shall transfer ownership of any Intellectual Property Rights from Zappl to the Customer.

Customer Licence Rights

Subject to the Customer's compliance with these Terms and payment of all applicable Charges, Zappl grants the Customer a limited licence to access and use the Services during the Subscription Term.

The Customer receives only those rights expressly granted under this Agreement. All rights not expressly granted are reserved by Zappl.

Proprietary Rights

The Customer acknowledges that Zappl contains valuable proprietary technology, confidential information and intellectual property developed and owned by DARE Technology Limited.

The Customer shall not take any action that may compromise, challenge or adversely affect Zappl's ownership rights in the Services.

Restrictions

The Customer shall not:

1. Copy, reproduce or distribute Zappl except as expressly permitted by this Agreement.
2. Reverse engineer, decompile, disassemble or otherwise attempt to derive source code.
3. Create derivative works based upon Zappl.
4. Remove or alter copyright, trademark or proprietary notices.
5. Register or attempt to register any intellectual property that is similar to or derived from Zappl.
6. Use Zappl branding, trademarks or logos without prior written consent.

Feedback and Suggestions

The Customer may provide suggestions, recommendations, enhancement requests or other feedback relating to the Services.

The Customer agrees that Zappl may freely use, incorporate, modify and commercialise such feedback without restriction or obligation to the Customer. No compensation shall be payable in relation to any feedback provided.

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 such improvements were inspired by Customer requests or feedback.

Customer Intellectual Property

Nothing in this Agreement shall transfer ownership of the Customer's Intellectual Property Rights. The Customer retains ownership of:

• Customer Data.
• Customer trademarks.
• Customer branding.
• Customer documentation.
• Customer-developed content.

Licence to Customer Data

The Customer grants Zappl a limited, non-exclusive right to access, process and use Customer Data solely for the purpose of:

• Delivering the Services.
• Providing support.
• Maintaining security.
• Producing reports.
• Improving service performance.
• Meeting legal and regulatory obligations.

Such rights shall terminate upon termination of the Agreement except where retention is required by law or permitted under these Terms.

Third-Party Intellectual Property

Certain functionality within Zappl may rely upon Third-Party Services, software, trademarks or technologies. All Intellectual Property Rights relating to such Third-Party Services shall remain vested in their respective owners.

Nothing in this Agreement grants the Customer any rights in relation to Third-Party Intellectual Property except as permitted by the applicable third-party provider.

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 Intellectual Property Rights.
• 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

Ownership of Customer Data

The Customer retains all rights, title and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Zappl. Zappl shall not acquire any ownership rights over Customer Data through the provision of the Services.

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.
• Meet legal and regulatory obligations.

Zappl shall process Customer Data in accordance with applicable Data Protection Laws.

Customer Responsibility for Data

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

Data Security

Zappl shall maintain reasonable technical, organisational and administrative safeguards designed to protect Customer Data against unauthorised access, disclosure, loss, destruction, alteration or unlawful processing.

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.

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, any individual, or enable Customer Data to be reconstructed.

Such information may be used for product development, service improvement, reporting, benchmarking and business analytics.

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.
• Maintain business records.

Retention periods may vary depending upon the nature of the data and applicable legal obligations.

Data Deletion

Upon termination or expiry of the Services, Zappl may delete Customer Data following a reasonable retention period unless retention is required by law or otherwise agreed in writing.

The Customer is responsible for exporting or obtaining any Customer Data it requires prior to termination of the Services.

Third-Party Services

Where Customer Data is transmitted to or processed by Third-Party Services connected to Zappl, the Customer acknowledges that 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.

Security Incident Notification

Zappl shall notify the Customer without undue delay upon becoming aware of a security incident affecting Customer Data where:

• Notification is required by applicable law; or
• The incident is reasonably likely to have a material impact on the Customer.

Such notification shall include available information reasonably necessary to assist the Customer in meeting its own legal and regulatory obligations.

Backups and Recovery

The Customer remains responsible for maintaining appropriate backup and recovery arrangements for its own systems and data.

Unless expressly stated within 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

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.

Such measures shall be appropriate to the nature of the Services provided and the risks associated with the processing of Customer Data.

Security Controls

Zappl may implement and maintain security controls relating to access management, authentication, encryption, monitoring, vulnerability management and incident response.

The specific security controls employed by Zappl may evolve over time in response to changing security requirements, industry standards and technology practices.

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.

Personnel with access to Customer Data shall be subject to appropriate confidentiality obligations.

Customer Security Responsibilities

The Customer acknowledges that security is a shared responsibility. The Customer shall maintain appropriate:

• User access controls.
• Endpoint protection solutions.
• Device management controls.
• Authentication policies.
• Software update processes.
• Internal security procedures.

The Customer remains responsible for securing its own systems, devices, networks and Third-Party Services.

Authentication and Credentials

The Customer shall be responsible for:

• Maintaining the confidentiality of account credentials.
• Managing user access permissions.
• Removing access for departing personnel.
• Promptly reporting suspected credential compromise.

The Customer shall not knowingly share user credentials between individuals unless expressly permitted by Zappl.

Security Monitoring

Zappl may monitor the Services for:

• Security threats.
• Unauthorised access attempts.
• Service abuse.
• Malicious activity.
• Platform vulnerabilities.
• Operational anomalies.

Such monitoring may be undertaken for security, operational and compliance purposes.

Vulnerability Management

Zappl may perform ongoing activities designed to identify and address security vulnerabilities including:

• Security assessments.
• Vulnerability scanning.
• Security patching.
• Software updates.
• Infrastructure maintenance.

Zappl reserves the right to deploy security-related updates where necessary to protect the Services, Customer Data or platform integrity.

Security Incidents

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

Upon becoming aware of a Security Incident affecting Customer Data, Zappl shall:

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

Third-Party Security

Zappl may utilise Third-Party Services in connection with the delivery of the Services.

While Zappl shall take reasonable steps when selecting service providers, Zappl shall not be responsible for independent security failures, vulnerabilities or incidents occurring within Third-Party Services outside its reasonable control.

Business Continuity

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

No Security Guarantee

The Customer acknowledges that 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.
• Unauthorised access will never occur.
• Security vulnerabilities will never arise.
• Service interruptions will never occur.

Zappl shall, however, use reasonable commercial endeavours to maintain and improve the security of the Services.

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

Service Commitment

Zappl shall use reasonable commercial endeavours to make the Services available to the Customer throughout the Subscription Term.

The Customer acknowledges that Zappl is a cloud-delivered software platform and that service availability may be affected by factors both within and outside Zappl's reasonable control.

Availability Objectives

Zappl shall use reasonable efforts to maintain a reliable and resilient service environment.

Unless expressly agreed within an Order Form, Statement of Work or Service Level Agreement, Zappl does not guarantee any specific uptime percentage, service level commitment or availability target.

Planned Maintenance

Zappl may perform planned maintenance activities from time to time to:

• Deploy software updates.
• Implement security improvements.
• Upgrade infrastructure.
• Improve platform performance.
• Introduce new functionality.

Where reasonably practicable, Zappl shall provide advance notice of planned maintenance that is expected to materially affect service availability.

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.
• Comply with legal or regulatory obligations.

Emergency maintenance may temporarily affect the availability of the Services.

Service Interruptions

The Customer acknowledges that interruptions may occur due to:

• Planned maintenance.
• Emergency maintenance.
• Internet connectivity failures.
• Telecommunications failures.
• Cloud infrastructure outages.
• Third-Party Service interruptions.
• Cyber-attacks.
• Force Majeure events.
• Software vendor issues.

Such interruptions shall not automatically constitute a breach of this Agreement.

Third-Party Dependencies

Certain functionality within Zappl relies upon Third-Party Services including:

• Device Management Platforms.
• Operating systems.
• Authentication providers.
• Cloud service providers.
• Software vendors.
• Application repositories.

Zappl shall not be responsible for service degradation, interruption or unavailability arising from the actions, omissions or failures of Third-Party Services.

Service Performance

Zappl shall use reasonable commercial efforts to:

• Maintain platform performance.
• Monitor service health.
• Identify operational issues.
• Respond to incidents affecting the Services.
• Improve reliability over time.

Service performance may vary depending upon Customer environments, network conditions, Third-Party Services, device configurations and platform integrations.

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.
4. Communicate relevant updates where appropriate.

Nothing in this Section shall require Zappl to disclose confidential security information or internal operational details.

Suspension of Services

Zappl reserves the right to suspend access to all or part of the Services where reasonably necessary to:

• Protect platform security.
• Prevent service abuse.
• Address operational risks.
• Comply with legal obligations.
• Carry out maintenance activities.

Where reasonably practicable, Zappl shall minimise the impact of any suspension.

Service Improvements

The Customer acknowledges that Zappl is a continuously evolving platform and that ongoing improvements, updates and operational changes may occasionally affect service availability or functionality.

Zappl shall use reasonable endeavours to ensure that such changes are implemented in a controlled and professional manner.

No Guarantee of Uninterrupted Service

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

• The Services will be uninterrupted.
• The Services will be error-free.
• All defects will be corrected immediately.
• All integrations will remain continuously available.

The Services are provided on an ongoing operational basis subject to the limitations set out in this Agreement.

Continuous Improvement

Zappl shall use reasonable commercial endeavours to review, enhance and improve the availability, resilience and performance of the Services throughout the Subscription Term.

10. Updates & Enhancements

Platform Updates

Zappl is a continuously evolving software platform and may modify, improve, replace, enhance or discontinue functionality, integrations, reporting capabilities, security features and other platform components from time to time.

Updates may include security improvements, bug fixes, performance enhancements, infrastructure changes, compliance updates and new functionality.

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.

The Customer acknowledges that certain updates may be mandatory and cannot be deferred.

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.

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.

Product Roadmap

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

Customer Feedback

Zappl may consider Customer feedback, enhancement requests and feature suggestions as part of its product development process, however Zappl is under no obligation to implement, prioritise or deliver any requested functionality.

11. Charges & Payment

Charges

The Customer shall pay all Charges specified in the applicable Order Form. Charges may include:

• Subscription fees.
• Onboarding fees.
• Professional Services fees.
• Training fees.
• Consultancy fees.
• Support Services fees.
• Additional usage-based charges where applicable.

All Charges are exclusive of VAT and any other applicable taxes unless expressly stated otherwise.

Invoicing

Zappl shall invoice the Customer in accordance with the applicable Order Form. Unless otherwise agreed:

• Subscription Services shall be invoiced in advance.
• Professional Services may be invoiced upon completion, milestone achievement or monthly in arrears.
• Recurring Services may be invoiced annually in advance.

Invoices may be issued electronically.

Payment Terms

Invoices shall be payable within thirty (30) days of the invoice date unless otherwise specified in the applicable Order Form.

Payments shall be made in the currency specified within the applicable Order Form. The Customer shall make payments in full without deduction, set-off, withholding or counterclaim except where required by law.

Renewal Charges

Subscription fees applicable to any Renewal Term shall be those specified within the applicable Order Form or any renewal quotation issued by Zappl.

Unless otherwise agreed in writing, Zappl reserves the right to adjust Charges upon renewal by providing reasonable prior notice to the Customer.

Professional Services

Where Professional Services are provided:

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

Customer Delays

Where delays are caused by the Customer, including delays in providing information, access, approvals or required resources, Zappl reserves the right to charge reasonable additional fees for any resulting time, effort or expense incurred.

Where reasonably practicable, Zappl shall notify the Customer before incurring any material additional Charges.

Disputed Invoices

If the Customer disputes an invoice, the Customer shall:

• Notify Zappl in writing before the payment due date.
• Provide reasonable details of the disputed amount.

The undisputed portion of the invoice shall remain payable in accordance with the agreed payment terms. Both parties shall work in good faith to resolve any disputed amounts promptly.

Late Payment

Zappl reserves the right to charge interest on overdue amounts at a rate of four percent (4%) above the Bank of England base rate.

Interest shall accrue daily from the due date until payment is received in full. Zappl may also recover reasonable costs incurred in recovering overdue amounts.

Suspension for Non-Payment

Zappl reserves the right to suspend access to the Services where undisputed invoices remain unpaid beyond their due date.

Where reasonably practicable, Zappl shall provide notice before exercising its right of suspension. Suspension of Services shall not relieve the Customer of its obligation to pay outstanding Charges.

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 upon Zappl's income.

Non-Refundable Fees

Unless expressly stated otherwise within an applicable Order Form:

• Subscription fees are non-refundable.
• Professional Services fees are non-refundable once delivered.
• Charges relating to work already performed remain payable.

Audit of Charges

Zappl reserves the right to 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

Suspension of Services

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

• Protect the security, integrity or availability of the Services.
• Investigate suspected breaches of this Agreement.
• Comply with legal or regulatory obligations.
• Prevent harm to Zappl, its Customers or third parties.
• Address non-payment of undisputed Charges.

Where reasonably practicable, Zappl shall provide prior notice of any suspension. Access may remain suspended until the relevant issue has been resolved to Zappl's reasonable satisfaction.

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.
4. Is required to terminate by applicable law or regulatory obligation.

The Customer may also terminate this Agreement at the end of the applicable Subscription Term in accordance with the relevant Order Form.

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

Effects of Termination

Upon termination or expiry of this Agreement:

• The Customer's right to access and use the Services shall cease.
• Any outstanding Charges shall become immediately due and payable.
• Any licences granted under this Agreement shall terminate.
• 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 prior to the date of termination.

13. Limitation of Liability

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.
• Indirect, consequential or special losses.

Third-Party Services

Zappl shall not be liable for any loss, damage, interruption, delay or service degradation arising directly or indirectly from:

• Third-Party Services.
• Device Management Platforms.
• Software vendors or cloud service providers.
• Operating system vendors.
• Authentication providers.
• Internet service providers.

This includes changes to functionality, APIs, licensing models, pricing, availability or support arrangements made by such third parties.

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.

Service Availability

Except where expressly agreed in a separate Service Level Agreement (SLA), Zappl shall not be liable for any loss or interruption arising from service outages, third-party failures, scheduled maintenance, security incidents, or events beyond its reasonable control (Force Majeure).

Beta Features

Zappl shall not be liable for any loss arising from the Customer's use of beta, preview or early-access functionality, which is provided on an "as available" basis without warranty of any kind.

Liability Cap

Subject to this Section, Zappl's total aggregate liability under this Agreement shall not exceed the greater of: (a) the Charges paid by the Customer during the twelve (12) months preceding the event giving rise to the claim; or (b) £50,000. This cap applies only to Zappl's liability and does not affect the Customer's obligations, warranties or indemnities under this Agreement.

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 under applicable law.

Allocation of Risk

The Customer acknowledges that the Charges payable under this Agreement reflect the allocation of risk between the parties and that the limitations and exclusions contained within this Section are reasonable.

14. Confidentiality

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.

Confidentiality Obligations

Each party shall:

• Keep Confidential Information confidential.
• Use Confidential Information solely for the purposes of performing or receiving the Services.
• Protect Confidential Information 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.
• Restrict access to Confidential Information to personnel, contractors and advisers who have a legitimate need to know such information.

Permitted Disclosure

A party may disclose Confidential Information where:

• Disclosure is required by law, regulation or court order.
• Disclosure is required by a regulatory authority.
• Disclosure is reasonably necessary to professional advisers, auditors or insurers who are subject to confidentiality obligations.
• The other party has provided prior written consent.

Where legally permitted, the disclosing party shall be notified before such disclosure occurs.

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.

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.

Return or Destruction

Upon written request or upon 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.

Public Statements

Neither party shall make public statements regarding the other party or the Services that disclose Confidential Information without prior written consent.

This restriction shall not prevent Zappl from exercising its rights under the Marketing & Customer References section of this Agreement.

Continuing Obligations

The obligations contained within this Section shall continue following termination or expiry of this Agreement.

Security Breach 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 credentials or integration credentials in accordance with Section 8 (Information Security), save to the extent such unauthorised access is caused by Zappl's own breach of this Agreement.

15. Data Protection

Compliance with Data Protection Laws

Each party shall comply with all applicable Data Protection Laws in connection with the performance of its obligations under this Agreement.

This includes compliance with the UK GDPR, the Data Protection Act 2018 and any replacement or successor legislation.

Roles of the Parties

Where Zappl processes personal data on behalf of the Customer:

• The Customer shall act as Controller.
• Zappl shall act as Processor.

Each party shall perform its respective obligations in accordance with applicable Data Protection Laws.

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.
3. As required by applicable law.

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

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.

Such measures shall be appropriate to the nature of the personal data processed and the risks involved.

Personnel Obligations

Zappl shall ensure that personnel authorised to process personal data:

• Are subject to appropriate confidentiality obligations.
• Receive appropriate training where necessary.
• Access personal data only where required for the performance of their duties.

Subprocessors

Zappl may engage third-party service providers in connection with the delivery of the Services.

Zappl shall take reasonable steps to ensure that any such providers are subject to appropriate contractual obligations relating to the protection of personal data.

Zappl shall remain responsible for the performance of its subprocessors to the extent required by applicable law.

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 applicable Data Protection Laws.

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.

Zappl shall provide reasonable information available to it regarding the nature of the breach and any mitigation steps taken.

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 applicable Data Protection Laws, including the UK International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, or another lawful transfer mechanism.

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, 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 — save that 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 such retained data shall remain subject to the confidentiality and security obligations of this Agreement.

16. Marketing & Customer References

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.

Use of Customer Name and Logo

Zappl may use the Customer's name, logo and trademarks solely for the purposes described in this Section. Any such use shall be subject to the Customer's reasonable brand guidelines where provided.

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.

Case Studies & 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 providing written notice, and Zappl shall use reasonable endeavours to comply with such request within a reasonable period.

17. General Terms

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.

Notices

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

Notices shall be deemed received: if delivered by hand, upon delivery; if sent by recorded delivery, two (2) Business Days after posting; if sent by email, at the time of transmission, provided no delivery failure notification is received.

Force Majeure

Neither party shall be liable for any delay or failure in performing its obligations under this Agreement where such delay or failure results from circumstances beyond its reasonable control, including cyber incidents, utility or telecommunications failures, natural disasters, governmental actions, civil unrest or other Force Majeure events.

If such circumstances continue for more than sixty (60) consecutive days, either party may terminate the affected Services upon written notice.

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.

Entire Agreement

This Agreement, together with any applicable Order Form and referenced policies, 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 upon any statement, representation or warranty not expressly set out in this Agreement. Nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.

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.

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 term of this Agreement.

Governing Law

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.

Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

Survival

Any provisions which by their nature are intended to survive termination or expiry of this Agreement, including but not limited to clauses relating to confidentiality, intellectual property, liability, payment obligations, data protection, customer data and information security, shall remain in full force and effect following termination or expiry.

Business Continuity

Zappl shall maintain reasonable business continuity and disaster recovery arrangements appropriate to the Services provided.

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.

Order of Precedence

These Terms of Service govern the provision and use of Zappl and any related services.

Where the Customer purchases Zappl under an Order Form issued by DARE Technology Limited, these Terms of Service shall take precedence over the DARE Technology Terms & Conditions to the extent of any conflict relating to Zappl.

18. Customer Warranty & Zappl Warranty

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 necessary permissions, licences and consents required for Zappl to provide the Services.
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 the warranties contained within this Section.

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.
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.

Service Limitations

Zappl does not warrant that:

• The Services will be uninterrupted or error-free.
• All defects will be corrected.
• Third-Party Services will remain available.
• Third-Party integrations will remain compatible at all times.
• The Services will meet every Customer requirement.
• The Services will be free from interruptions caused by factors outside Zappl's reasonable control.

Beta Features

Any beta, preview or early-access functionality is provided on an "as available" basis without warranty and may be modified or withdrawn at any time.

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 upon systems, services and providers outside Zappl's reasonable control.

Contact Us

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 upon Tyne, NE1 3NG. VAT number: GB 347 642 090.

Sales & Customer Success: [email protected]
Technical Support: [email protected]