Effective Date: 01/01/2025
By accessing or using the Service, you expressly agree to be bound by these Terms of Use.
If you are accessing the Service on behalf of a company, organisation or other legal entity, you represent and warrant that you are duly authorised to bind such entity to these Terms. All rights granted under this Agreement are expressly conditional upon acceptance by an authorised representative.
Modifications to this Agreement:
Zapp may amend these Terms of Use from time to time. Unless otherwise specified by Zapp, such amendments shall take effect from the renewal of the then-current Subscription Term or upon signature of a new Service Order Form following the entry into force of the amended version. Zapp shall use reasonable efforts to notify the Customer of such amendments via their Account, by email, or by any other appropriate means of communication.
The Effective Date of this Agreement shall be the earlier of:
(a) the date on which the Customer first accesses a Service via an online ordering, registration or provisioning process; or
(b) the effective date of the first Service Order Form referencing this Agreement.
This Agreement shall apply to the Customer’s initial order as well as to any subsequent orders referring to these Terms.
These Terms of Use (the “Agreement”) are entered into by and between Zapp S.L., with its registered office at Calle Asturias 4, 28850 Torrejón de Ardoz (Madrid), Spain (“Zapp”), and the individual or legal entity placing an order for or accessing the Service (“Customer”). By accepting this Agreement or using the Service, the Customer agrees to the terms and conditions set out herein, which comply with the applicable laws of the European Union and Spain, including Regulation (EU) 2016/679 (the “GDPR”) and the ePrivacy Directive.
- Provision of Services
Zapp shall make the Services and Software available to the Customer in accordance with this Agreement, any applicable Supplemental Terms, the relevant Service Order Form (“SOF”), and the Documentation. Zapp shall deliver the Services in compliance with this Agreement, including the Data Processing Addendum (“DPA”), the Professional Services Agreement (“PSA”), the Privacy Notice, and all applicable legislation and regulations governing Zapp’s business, including the GDPR and Spanish data protection laws.
During each Subscription Term, Zapp grants the Customer a limited, non-exclusive, non-transferable right to access and use the Services and Software solely for internal business purposes, in accordance with the Documentation and up to the number of Users set out in the relevant Service Plan or SOF. This right includes the ability to download, install and use the authorised Mobile Applications as part of the permitted use of the Services.
- Responsibilities of the Customer
- Customer Account
The Customer may be required to register for an Account in order to place orders or to access or use the Services. The Customer undertakes to ensure that all Account information remains accurate, current, and complete, so that Zapp may issue notices, statements and other communications via email or through the Account, in accordance with this Agreement and the Privacy Notice.
The Customer is responsible for maintaining the confidentiality of all login credentials and shall notify Zapp without undue delay of any loss, misuse or unauthorised disclosure of such credentials of which it becomes aware.
Zapp and its Affiliates shall not be held liable for any damage or loss resulting from the Customer’s failure to comply with this obligation.
- Acceptable Use
The Customer shall use the Services strictly in accordance with the Documentation, and within the scope of any usage limitations specified in the applicable Service Order Form and this Agreement. The Customer agrees to always comply with Zapp’s Acceptable Use and Conduct Policy, which is incorporated into this Agreement by reference.
- Use Restrictions
The Customer shall not use the Zapp Technology (as defined below):
(i) to process data on behalf of any third party other than its own Users and End Users;
(ii) in breach of applicable laws or regulations;
(iii) to store or transmit any content that infringes third-party intellectual property rights;
(iv) for the purposes of competitive analysis or performance benchmarking;
(v) to license, sublicense, sell, resell, rent, lease, assign, distribute, or otherwise exploit the Zapp Technology commercially, except as expressly authorised under this Agreement and solely for the Customer’s internal business operations;
(vi) to falsely imply any sponsorship or affiliation with Zapp;
(vii) to decompile, reverse engineer, disassemble, reproduce, copy, or otherwise attempt to access or derive the source code or underlying components of any part of the Zapp Technology.
- Customer Data
- Use of Customer Data
As between the parties, the Customer retains all rights, title and interest in and to its Customer Data. Subject to the terms of this Agreement, the Customer grants Zapp a non-exclusive, worldwide, royalty-free licence to process the Customer Data solely to the extent necessary for the provision and improvement of the Services, or as required by law.
The Customer warrants that it holds all necessary rights and authorisations to grant such licence.
- Data Security and Privacy
The parties agree to comply with the Data Processing Addendum (“DPA”), which forms an integral part of this Agreement.
Zapp shall implement appropriate technical and organisational measures to protect the Customer Data against unauthorised access, loss or disclosure.
In accordance with Article 32 of the GDPR, Zapp shall ensure a level of security appropriate to the risk. Zapp shall process any personal data in full compliance with the GDPR and all applicable national data protection legislation.
- Intellectual Property
- Ownership Rights
Customer Data shall be treated as the Customer’s Confidential Information under this Agreement. The Customer and its licensors shall retain all rights, title and interest in and to the Customer Data and any Confidential Information disclosed under this Agreement. Zapp shall acquire no rights in such information, other than the limited rights expressly granted under this Agreement and the Privacy Notice.
Zapp and its licensors shall retain all rights, title and interest in and to the Zapp Technology and any Usage Data (as defined below).
The Customer acknowledges that the Services are offered as hosted online solutions, and it shall have no right to access or obtain the underlying source code of the Services, save where expressly permitted in relation to any downloadable Software, in object code form.
Zapp may freely use and incorporate into its products and services any feedback, suggestions, enhancement requests, recommendations or other input provided by the Customer or its Users or End Users, provided such use does not identify the Customer or its Users.
The Customer agrees that its name, logo and/or use case may be referenced by Zapp in marketing or promotional materials (“Promotional Materials”), for both internal and external purposes. Such usage rights shall be global, perpetual and applicable in all media formats.
The Customer may request that Zapp cease such usage at any time by sending an email to hello@ecaldima.com. Zapp will process such requests within thirty (30) days.
- Usage Data
Notwithstanding anything to the contrary in this Agreement, Zapp may collect and use data arising from the Customer’s use of the Services (“Usage Data”) for the purposes of developing, improving, supporting and operating its products and services.
Zapp shall not disclose Usage Data that contains Customer Confidential Information to third parties except:
(i) as permitted under clause 8 (Confidentiality); or
(ii) where such data has been aggregated and anonymised in such a way that it no longer identifies the Customer or its Users directly or indirectly.
- Updates
Zapp may update or modify the Services, Software and Service Plans from time to time, including by adding or removing features or functionalities. However:
(i) Zapp shall not materially diminish the overall functionality of the Services or Software during the applicable Subscription Term, except where required to ensure data security or legal compliance; and
(ii) any such updates shall apply on a forward-looking, non-discriminatory basis.
Zapp shall use reasonable efforts to notify the Customer of any material changes via in-product notifications or email. Any such changes shall be subject to the terms of this Agreement.
The Customer acknowledges that its purchase of the Services and Software is not dependent on the provision of future functionalities or features, nor on any oral or written representations made by Zapp in that regard.
- Third-Party Services
Zapp or third parties may offer integrations with external products or services (“Third-Party Services”). These are not licensed under this Agreement but are governed by the terms and privacy policies of the third-party providers, which the Customer must accept separately.
Zapp does not provide any warranty or support in relation to Third-Party Services, unless expressly stated in a Service Order Form.
Zapp shall not be responsible for any alteration, deletion or disclosure of Customer Data resulting from the use of such Third-Party Services.
Where the Services include features designed to interoperate with Third-Party Services, Zapp does not guarantee their continued availability and may cease support for them without any obligation to provide compensation, refund or credit to the Customer.
The Customer acknowledges that Zapp is not responsible for providing technical support or ensuring data hosting or data transfer practices for such Third-Party Services.
- Fees and Payment
- Fees and Payment Terms
All fees applicable to the Customer’s Account (“Fees”) shall be set out in the relevant Service Order Form, Service description and/or on Zapp’s website.
Where payment is made by credit card, such payment shall be due immediately upon receipt of invoice. The Customer hereby authorises Zapp or its authorised payment agents to charge the relevant credit card at the time of subscription (and at each renewal).
For other accepted payment methods, the Fees shall be due and payable in full within thirty (30) calendar days from the invoice date, unless otherwise agreed in the applicable Service Order Form.
Payment obligations are non-cancellable, irrespective of actual usage by the Customer, and except as expressly provided herein, Fees paid are non-refundable.
For Services licensed per Agent, the Customer shall be invoiced based on the number of Agents purchased.
The Customer shall pay the Fees via a valid payment method as specified in the applicable Service Order Form or on the Zapp website.
During the Subscription Term, the Customer shall not:
(i) reduce the number of licensed Users; or
(ii) downgrade to a lower Service Plan.
The Customer is responsible for providing accurate and complete billing and contact details to Zapp and for informing Zapp of any updates to such details.
- Late Payment
If any undisputed Fees remain unpaid for more than thirty (30) days, Zapp may, following written notice, suspend the Customer’s access to the Zapp Technology, including but not limited to their Account, until full payment is received.
- Payment Disputes
Zapp shall not exercise its rights under clause 5(b) (Late Payment), clause 6(d)(i) (Service Suspension), or clause 6(e) (Termination for Cause) in respect of any non-payment by the Customer, provided that the Customer is disputing the relevant charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
If the parties fail to resolve the dispute within thirty (30) days, Zapp shall be entitled to pursue any remedies available under this Agreement, at law or in equity, regardless of any provisions purporting to limit such remedies.
For clarity, undisputed amounts shall remain payable in full and on time.
- Taxes
Unless otherwise indicated, the Fees are exclusive of all taxes, duties, levies and similar governmental charges, including value-added tax, sales tax, use tax or withholding tax, imposed by any jurisdiction (“Taxes”).
The Customer agrees to pay all applicable direct and indirect Taxes related to its use of the Services. Where Zapp is legally required to collect such Taxes, these will be itemised on the relevant invoice.
If the Customer is required to withhold any amount under any applicable law or tax regime (other than under Spanish income tax law), it shall gross up the payments so that Zapp receives the full invoiced amount.
Where Zapp has a legal obligation to collect or pay Taxes for which the Customer is liable under this clause, such Taxes shall be invoiced to and paid by the Customer, unless the Customer provides Zapp, prior to the invoice date, with a valid tax exemption certificate issued by the relevant tax authority.
- Orders by Affiliates
The Customer’s Affiliates may purchase Services directly from Zapp by entering into a Service Order Form governed by the terms of this Agreement.
Each such Service Order Form shall constitute a separate and binding agreement between the relevant Affiliate and the Zapp entity executing the order.
Where an Affiliate is based in a jurisdiction other than that of the Customer, additional terms (including those relating to tax and governing law) may be set out in the Service Order Form.
- Purchases via Channel Partners
The Customer may procure Services, Software or Mobile Apps from a Zapp-authorised third-party reseller (“Channel Partner”), under a separate agreement between the Customer and such Channel Partner.
Use of Services procured in this manner shall remain subject to the terms of this Agreement.
Fees (including applicable Taxes) shall be paid directly to the Channel Partner as per the terms agreed between the Customer and that Channel Partner.
The Customer acknowledges that if it has purchased the Services via a Channel Partner, any service credits or refunds due under this Agreement may be issued by the Channel Partner on behalf of Zapp, in proportion to the fees actually paid. Such action shall release Zapp from any further obligation in respect of those amounts.
- Term, Termination and Suspension
- Term
This Agreement shall take effect on the Effective Date (or, for Customers subscribing online, on the date of registration via the Website) and shall remain in force for the duration of the applicable Subscription Term.
Service Plans shall commence on the start date specified in the corresponding Service Order Form (or, where applicable, the date of online registration) and shall continue for the Subscription Term stated therein.
- Renewal
Unless either party provides written notice of non-renewal or downgrade at least thirty (30) days prior to the end of the current Subscription Term, the Service Plan shall automatically renew for the same number of Users and the same configuration (including any add-ons) for a period equal in length to the preceding Subscription Term.
- Fee Adjustments upon Renewal
Upon renewal, Zapp may adjust the Fees to reflect new features, inflation or other relevant commercial factors. Zapp shall notify the Customer of any such adjustments at least thirty (30) days prior to the renewal date.
Any promotional pricing, discounts or price protections granted in a previous Subscription Term shall not apply if the number of Users, the Service Plan or contractual conditions are reduced in the renewal.
- Suspension
Zapp may suspend the Customer’s access to the Services, Software, Mobile Apps and/or Account on the following grounds:
(i) non-payment of undisputed Fees in accordance with clause 5(b);
(ii) termination of Services due to non-renewal by the Customer;
(iii) breach by the Customer or its Users of the use restrictions under clause 2; or
(iv) where suspension is necessary in Zapp’s reasonable opinion to prevent or mitigate the introduction of Malicious Software (as defined in clause 9.b), a security incident, or other harm to Zapp, the Customer or other clients.
Zapp shall notify the Customer of any such suspension and shall use reasonable efforts to limit the suspension to the relevant Users or components of the Zapp Technology, and to restore access as soon as the underlying issue is resolved.
Such suspension shall not affect the Customer’s remaining obligations under this Agreement.
- Termination for Cause
Either party may terminate this Agreement by written notice if:
(i) the other party commits a material breach of the Agreement and fails to remedy such breach within thirty (30) days of receiving written notice; or
(ii) the other party becomes insolvent or subject to bankruptcy, liquidation, administration or similar proceedings.
- Free Trial Customers
Upon expiry of a free trial, Zapp may immediately suspend the Customer’s access to the relevant trial Services.
The Customer should export all Customer Data before the end of the trial period; otherwise, such data may be permanently deleted.
Notwithstanding any other provision of this Agreement, Zapp shall have no obligation to retain Customer Data after the conclusion of a free trial.
- Data Export and Retention
Upon termination or expiration of this Agreement or any applicable Service Order Form, for any reason, the Customer’s access to the Services, Software, Mobile Apps, APIs and all other Zapp Technology shall cease.
Zapp strongly recommends that the Customer export all Customer Data prior to closing their Account.
Zapp shall make the Customer Data available for export for a period of fourteen (14) calendar days from the effective date of Account closure due to:
(i) termination or expiry of this Agreement; or
(ii) termination or expiry of the relevant Service Order Form (“Data Export Period”).
During the Subscription Term, the Customer may download or delete their Customer Data at any time.
Where Zapp continues to hold Customer Data and it remains exportable, and provided the Customer has fulfilled its payment obligations under clause 5, the Customer may request Zapp to export such data during the Data Export Period by contacting support@ecaldima.com.
After the Data Export Period, Zapp reserves the right to retain Customer Data for up to three (3) additional months, solely for the purpose of complying with legal obligations, maintaining accurate records, resolving disputes, or enforcing this Agreement.
Once deleted, Customer Data cannot be recovered.
- Confidentiality
Each party shall protect the Confidential Information of the other party against unauthorised access, use or disclosure, applying the same degree of care as it uses to protect its own confidential information of a similar nature, and in any event no less than reasonable care.
Except as expressly permitted under this Agreement, the receiving party shall use the disclosing party’s Confidential Information solely for the purpose of exercising its rights and fulfilling its obligations under this Agreement, and shall only disclose such information to:
(i) its employees, agents or representatives who need to know the information for the said purpose and who are subject to written confidentiality obligations of equivalent effect;
(ii) any administrative or judicial authority where disclosure is required by law or pursuant to an order, subpoena or regulatory obligation; or
(iii) any other person or body where such disclosure is required to comply with applicable law or regulation.
The provisions of this clause shall supersede any pre-existing non-disclosure agreement between the parties with respect to the confidentiality of any information, including Customer Data.
The receiving party acknowledges that unauthorised disclosure of Confidential Information may cause irreparable harm for which monetary damages would be an insufficient remedy. Accordingly, the disclosing party shall be entitled to seek injunctive or other equitable relief in addition to any other legal remedies available.
- Warranties / Disclaimer of Warranties
- Service Warranty
Zapp warrants that the Services, Software and Mobile Apps shall operate in all material respects in accordance with the applicable Documentation.
Provided that the Customer notifies Zapp in writing within thirty (30) calendar days of becoming aware of any breach of this warranty, Zapp shall use reasonable efforts to rectify the Services, Software or Mobile Apps to ensure compliance.
If Zapp is unable to remedy the issue in a timely manner, either party may terminate the relevant Service Order Form, in which case the Customer shall be entitled to a pro-rata refund of any unused Fees paid in advance for the affected Services.
This warranty shall not apply in the event that the non-conformity is caused by:
(i) the Customer’s or its Users’ misuse or unauthorised modification of the Services;
(ii) any breach of this Agreement by the Customer; or
(iii) any use in conjunction with third-party products or services not supplied by Zapp.
- Malware Warranty
Zapp warrants that any Services hosted by Zapp shall be monitored using industry-standard measures to detect and prevent the introduction of malicious software, including but not limited to viruses, worms, Trojan horses, backdoors, trapdoors, time bombs, or other self-replicating or harmful code (“Malicious Software”).
- Disclaimer of Other Warranties
Except as expressly set out in this Agreement, all other warranties, representations or conditions, whether express, implied or statutory, are hereby excluded to the fullest extent permitted under applicable European and national law.
This includes, without limitation, any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement.
- Indemnification
- Indemnification by Zapp
This clause sets out Zapp’s entire liability and the Customer’s sole and exclusive remedy in respect of any claim of infringement of intellectual property rights (“IP Claim”).
Zapp shall defend the Customer, including its officers, directors and employees, against any third-party IP Claim alleging that the authorised use by the Customer of the Zapp Technology infringes a patent, copyright or trade mark.
Zapp shall indemnify the Customer against all damages and costs (including reasonable legal fees) awarded by a competent court or agreed in settlement by Zapp arising from such IP Claim.
Zapp shall have no liability to the extent the IP Claim arises from:
(i) unauthorised use of the Zapp Technology by the Customer, its Affiliates or Users;
(ii) modification of the Zapp Technology by any person other than Zapp or its authorised representatives; or
(iii) use, combination or operation of the Zapp Technology with other software, hardware or data not supplied by Zapp.
If an IP Claim is likely to result, in Zapp’s reasonable opinion, or has been made, Zapp may, at its sole discretion and expense:
(a) procure for the Customer the right to continue using the relevant Zapp Technology;
(b) modify or replace the technology to make it non-infringing; or
(c) if neither option (a) nor (b) is commercially reasonable, terminate the affected subscription and provide the Customer with a pro-rata refund of any prepaid Fees for the unused portion.
- Indemnification by the Customer
The Customer shall defend Zapp and its Affiliates against any third-party claim and indemnify them against all damages, losses and costs (including reasonable legal fees) arising from:
(i) the Customer’s or its Affiliate’s unauthorised provision, processing or disclosure of Customer Data, including any Personal Data; or
(ii) any breach by the Customer or its Affiliates of applicable laws or regulations.
- Indemnification Procedure
In the event of a potential claim for indemnification under this clause 10, the indemnified party shall:
(i) promptly provide written notice to the indemnifying party;
(ii) permit the indemnifying party to control the defence and settlement of the claim at its own expense; and
(iii) provide reasonable cooperation at the indemnifying party’s expense.
Failure by the indemnified party to provide timely notice shall not relieve the indemnifying party of its obligations, save where material prejudice results.
The indemnifying party shall not settle any claim requiring an admission of liability or imposition of any obligation (other than payment or cessation of use) on the indemnified party without the latter’s prior written consent, which shall not be unreasonably withheld or delayed.
No indemnification obligation shall apply where the indemnified party settles or makes any admission without the prior written consent of the indemnifying party.
- Limitation of Liability
- Subject to applicable law and notwithstanding any other provision of this Agreement, neither party shall be liable to the other for any indirect, incidental, special or consequential losses or damages, including but not limited to loss of profits, loss of data, business interruption, or costs of procurement of substitute services, whether based in contract, tort (including negligence), strict liability or otherwise, even if such party has been advised of the possibility of such losses or damages.
- Except in cases of gross negligence, wilful misconduct, fraud, or liability arising under clause 10 (Indemnification), the aggregate liability of each party (and its Affiliates, officers, employees, agents and licensors) under this Agreement shall not exceed the total amount of Fees paid or payable by the Customer under the relevant Service Order Form in the twelve (12) months preceding the event giving rise to the claim.
- The limitations set out in this clause 11 shall apply regardless of the legal basis of the claim and even where any limited remedy provided under this Agreement is deemed to have failed of its essential purpose.
The financial cap stated in this clause shall apply collectively across this Agreement and any separate agreements entered into by Customer Affiliates, irrespective of whether separate Service Order Forms have been executed.
- The Customer acknowledges and agrees that the purpose of this clause is to allocate the risks under this Agreement in a manner that reflects the Fees payable.
Had Zapp assumed greater liability, the Fees would have been materially higher.
- Miscellaneous
- Use of Third Parties for Payment Processing
Zapp may appoint a third-party service provider to manage payment processing, provided such provider is not permitted to retain or use the Customer’s payment information except for processing transactions on behalf of Zapp.
The Customer shall notify Zapp of any changes to its payment information either by updating its Account or by contacting support@ecaldima.com.
- Assignment
Neither party may assign or transfer any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party (such consent not to be unreasonably withheld).
However, Zapp may assign this Agreement in its entirety, without requiring consent, to an Affiliate or in the context of a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets.
Any attempted assignment in breach of this clause shall be null and void.
- Entire Agreement
This Agreement, together with any Service Order Form, the Privacy Notice, the Data Processing Addendum (DPA), and any applicable Supplemental Terms, constitutes the entire agreement between the parties and supersedes all prior agreements or communications, written or oral, relating to its subject matter.
In the event of any conflict between documents, the order of precedence shall be as follows:
(1) the Privacy Notice;
(2) the Service Order Form;
(3) the Supplemental Terms;
(4) the DPA;
(5) this Agreement.
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to reflect the parties’ intention to the greatest extent possible, and the remainder of the Agreement shall remain in full force and effect.
- Relationship of the Parties
The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment or fiduciary relationship between them.
- Survival
The following clauses shall survive termination of this Agreement: 2.c (Use Restrictions), 4 (Intellectual Property), 5 (Fees and Payment), 6 (Term, Termination and Suspension), 8 (Confidentiality), 9.c (Disclaimer of Warranties), 10 (Indemnification), 11 (Limitation of Liability), 12.c (Entire Agreement), 12.e (Survival), 12.f (Notices), 12.i (Governing Law), 12.j (Dispute Resolution), and 13 (Definitions).
Termination shall not affect any accrued rights or liabilities of either party, nor any remedies for breach that arose prior to termination.
- Notices
All notices must be sent to the address provided in the Service Order Form, either by registered post with acknowledgement of receipt, or to the designated email address.
Notices to Zapp must be sent to:
Zapp S.L., Calle Asturias 4, 28850 Torrejón de Ardoz (Madrid), Spain
Email: legal@ecaldima.com
- Anti-Corruption
Each party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift or other thing of value from any employee or agent of the other party in connection with this Agreement.
Customary business hospitality or gifts of nominal value are excluded from this restriction.
If the Customer becomes aware of any breach of this clause, it shall promptly notify Zapp at legal@ecaldima.com.
- Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (excluding payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, governmental actions, acts of terrorism, civil unrest, internet disruptions, or actions by third parties not under the performing party’s control (“Force Majeure Event”).
If a Force Majeure Event continues for thirty (30) consecutive days, the unaffected party may terminate this Agreement and any outstanding Service Order Forms by providing written notice.
If Zapp is unable to provide the Services due to a Force Majeure Event and the Customer terminates the Agreement accordingly, Zapp shall refund the Customer on a pro-rata basis for any prepaid Fees relating to the affected period.
- Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Spain, without regard to conflict of laws principles.
The parties agree to submit to the exclusive jurisdiction of the courts of Madrid, Spain, for any dispute arising out of or in connection with this Agreement.
- Dispute Resolution
Any dispute, claim or controversy arising out of or in connection with this Agreement, including its interpretation, performance, enforcement or termination, shall be finally resolved by arbitration seated in Madrid, Spain.
The arbitration shall be conducted in English, under the rules of the Madrid Court of Arbitration, unless the parties agree otherwise.
Nothing in this clause shall prevent either party from seeking interim or injunctive relief from a court of competent jurisdiction.
- Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Spain.
The parties agree that any dispute arising from or in connection with this Agreement shall be finally settled by arbitration in Madrid, Spain, following the applicable rules of the Madrid Court of Arbitration.
Nothing in this clause shall restrict either party’s right to seek interim or conservatory relief from a court of competent jurisdiction.
- Marketing Communications Consent
The Customer expressly consents to receiving marketing and promotional communications from Zapp.
This consent may be withdrawn at any time by using the unsubscribe link included in each such communication.
Zapp complies with the ePrivacy Directive and the GDPR in respect of all direct marketing activities.
- Language
This Agreement is made available in English for convenience.
Official Spanish and French versions are also available to the Customer.
In the event of any inconsistency or discrepancy between language versions, the Spanish version shall prevail.
- Definitions
“Account” means any user account or instance created by or on behalf of the Customer for access to and use of the Services.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement, where “control” refers to the ability to direct or influence management or policies, whether by ownership, contract or otherwise.
“Acceptable Use and Conduct Policy” refers to Zapp’s policy located at
Acceptable Use and Conduct Policy, as updated from time to time.
“Confidential Information” means any information disclosed by one party to the other, whether orally, in writing or electronically, marked as confidential or that a reasonable person would understand to be confidential considering the nature of the information and the circumstances of disclosure.
“Customer Data” means all electronic data, content, text, messages or other materials, including Personal Data, submitted by or on behalf of the Customer to the Services.
“Data Processing Addendum” or “DPA” means Zapp’s data processing terms available at
Data Processing Addendum, as updated from time to time.
“Documentation” means the current, generally available user documentation provided by Zapp describing the functionalities of the Software and the Services.
“End User” means any individual or entity, other than the Customer and its authorised Users, with whom the Customer interacts using the Services.
“Zapp Technology” includes (i) the Services, Software, Mobile Apps, Documentation, APIs, and Zapp websites; (ii) any support materials, tools, templates, methodologies or know-how; (iii) Zapp’s Confidential Information; and (iv) any enhancements, modifications or derivative works thereof.
“Mobile Apps” means mobile software applications developed by Zapp for use on portable devices (e.g. Android or iOS apps).
“Personal Data” has the meaning given to it under the GDPR and refers to any information relating to an identified or identifiable natural person.
“Privacy Notice” means Zapp’s privacy notice currently published at
Privacy Policy, as amended from time to time.
“Professional Services Agreement” or “PSA” means Zapp’s standard terms for professional services available at
Professional Services Agreement (PSA).
“Service Order Form” means (i) any order form referring to this Agreement and signed by the parties, or (ii) any online process completed by the Customer via the Zapp website, setting out details of the Services subscribed to, applicable Service Plans, number of Users, Fees, Subscription Term and any additional terms. This may include amended or updated order forms.
“Service(s)” refers to Zapp’s hosted software-based offerings, including Software, APIs and Documentation made available as part of the service, but excluding third-party products or services.
“Service Plan” means the pricing model and package applicable to the Services subscribed to by the Customer, including any feature or usage limitations.
“Software” means the standard software made available by Zapp in relation to the Services, including Mobile Apps, but excluding third-party applications and APIs.
“Subscription Term” means the duration specified in the applicable Service Order Form during which the Customer is authorised to access and use the Services.
“Supplemental Terms” means additional conditions specific to certain Services, available at
Additional terms, as may be updated periodically.
“Update” means patches, bug fixes, upgrades and other generally available modifications to the Software or Services but excludes separately priced new products or modules.
“User” or “Agent” means an individual authorised by the Customer to access and use the Services, including Account administrators, employees, contractors and authorised third parties. Where Services are licensed per Agent, credentials may not be shared but may be reassigned to new individuals replacing prior Users.
