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Effective date : 01/01/2025
This Professional Services Agreement (“PSA”) is entered into between Zapp S.L., Calle Asturias 4, 28850 Torrejón de Ardoz, Madrid, Spain (“Zapp” or “Provider”) and the person or entity placing an order for, or otherwise accessing, the Service (“Customer”).
Unless the Customer and Zapp have executed a separate master services agreement, this PSA is incorporated into and governed by the Zapp Terms of Service (the “Agreement”). Capitalised terms not defined herein have the meanings given in the Agreement. In the event of any conflict between this PSA and the Agreement, the terms of this PSA shall prevail.
1 Scope of the Professional Services
1.1 Services and Statements of Work
Subject to this PSA, Zapp will provide the consulting, implementation and/or training services described in each mutually executed Statement of Work (“SOW”). Each SOW forms part of, and is governed by, this PSA. The consulting, implementation and training services are referred to collectively as the “Professional Services”.
1.2 Deliverables and licence
During the Subscription Term specified in the relevant SOW, Zapp grants the Customer a non-exclusive, worldwide, non-transferable right to use any deliverables or training materials supplied under the Professional Services (“Deliverables”) solely for the Customer’s internal business purposes and in connection with its authorised use of the Service.
2 Training terms
2.1 Training deliverables and licence
All electronic and hard-copy training materials supplied by Zapp S.L. (“Training Deliverables”) are licensed to the Customer for its own internal training purposes only. The Customer receives a non-exclusive, non-transferable right to use those materials solely in connection with its authorised use of the Service.
2.2 Restrictions
Unless expressly agreed in a Statement of Work or otherwise authorised in writing by Zapp, the Customer must not:
a) modify the Training Deliverables;
b) resell, sub-license or distribute the Training Deliverables to any third party;
c) use the Training Deliverables to replicate, deliver or attempt to deliver the training itself;
d) develop or attempt to develop any product or service described in the Training Deliverables.
2.3 Recording and capture
The Customer may not record, stream, photograph or otherwise capture any part of the training sessions provided by Zapp.
2.4 Support and updates
Training Deliverables are provided “as is” for reference; they are not subject to maintenance, support or future updates by Zapp.
3. Change-management process
3.1 Requesting changes
Either party may request a change to the specifications, requirements, deliverables or scope of the Professional Services set out in a Statement of Work (“SOW”). The requesting party must submit a written notice describing the proposed change in reasonable detail.
3.2 Change review and approval
Upon receipt of a change request, both parties shall evaluate its potential impact, including any adjustments to the fees, timelines or resource allocations. Any agreed change shall be recorded in a written amendment to the applicable SOW, signed by both parties.
3.3 Effect of change
No change shall be binding unless formally documented in accordance with clause 3.2. Until such amendment is signed, the parties shall continue to perform their respective obligations under the existing SOW.
4. Customer obligations
4.1 Cooperation and access
The Customer shall cooperate reasonably and in good faith with Zapp in connection with the delivery of the Professional Services. This includes, where applicable, granting Zapp timely access to:
a) relevant personnel, systems, premises and information; and
b) any third-party services or providers that are reasonably required to complete the Services.
4.2 Project lead
The Customer shall designate a primary point of contact or project lead who will act as the interface with Zapp throughout the engagement. This contact must have the authority to provide approvals, resolve issues and make decisions on behalf of the Customer as needed.
4.3 Customer dependencies
The Customer acknowledges that Zapp’s ability to deliver the Professional Services in accordance with any agreed timeline depends on the Customer’s fulfilment of its obligations under this PSA and any relevant SOW. Zapp shall not be liable for any delay or failure caused by the Customer’s act or omission.
5. Fees, payment and taxes
5.1 Fees
The fees payable for the Professional Services shall be set out in the applicable Statement of Work. Unless otherwise agreed in writing, all fees are quoted in euros and are exclusive of applicable taxes.
5.2 Invoicing and payment terms
Zapp shall invoice the Customer in accordance with the schedule specified in the relevant SOW. Unless stated otherwise, all invoices are due within thirty (30) calendar days of the invoice date. Late payments may incur interest at the statutory rate in force, without prejudice to any other rights Zapp may have.
5.3 Expenses
Where agreed in advance, the Customer shall reimburse Zapp for reasonable out-of-pocket expenses incurred in connection with the provision of the Professional Services, such as travel and accommodation, upon presentation of appropriate supporting documentation.
5.4 Taxes
The Customer is responsible for all taxes, levies and duties imposed by any governmental authority in connection with the Professional Services, excluding taxes based on Zapp’s net income or employment-related charges.
6. Intellectual property and use rights
6.1 Ownership of deliverables
Unless otherwise stated in a Statement of Work, all intellectual property rights in and to any deliverables developed by Zapp under the Professional Services shall vest exclusively in Zapp.
6.2 Licence to use deliverables
Subject to full payment of the applicable fees, Zapp grants the Customer a non-exclusive, non-transferable, worldwide right to use the deliverables for its internal business purposes only, and solely in connection with its authorised use of the Zapp Services. This licence does not include any right to reproduce, distribute, sub-license or commercialise the deliverables unless expressly agreed in writing.
6.3 Pre-existing IP
Each party shall retain ownership of any materials, data, software, methodologies, tools or intellectual property developed or acquired independently of this Agreement (“Pre-existing IP”).
Where Zapp’s Pre-existing IP is embedded in a deliverable, the Customer is granted a right to use it only as part of, and to the extent required for, use of the deliverable in accordance with clause 6.2.
6.4 Third-party materials
If any deliverables incorporate materials owned by third parties, Zapp shall ensure that the Customer receives a corresponding licence to use such materials under terms consistent with this PSA.
7. Warranties, liability and indemnities
7.1 Warranties
Zapp warrants that it will perform the Professional Services with reasonable skill and care and in accordance with good industry practice.
Zapp does not warrant that any deliverable will meet all of the Customer’s requirements or operate without error in all environments.
7.2 Disclaimer
Except as expressly stated in this PSA or required by law, Zapp excludes all other warranties, conditions and representations, whether express or implied, to the fullest extent permitted under applicable law.
7.3 Limitation of liability
Subject to clause 7.4, each party’s total aggregate liability arising out of or in connection with the Professional Services, whether in contract, tort (including negligence) or otherwise, shall not exceed the total fees paid by the Customer under the applicable Statement of Work.
7.4 Exclusions
Neither party shall be liable for any loss of profits, revenue, goodwill, anticipated savings, or for any indirect, consequential or special loss or damage arising under or in connection with the Professional Services, whether foreseeable or not.
7.5 Indemnity
The Customer agrees to indemnify and hold harmless Zapp from and against any losses, damages or claims arising from:
a) the Customer’s use of the Professional Services or deliverables in breach of this PSA;
b) any third-party claim that the Customer’s content, instructions or materials provided to Zapp infringe the intellectual property rights or other rights of a third party.
8. Term, termination and consequences
8.1 Term
This PSA shall commence on the Effective Date and shall remain in force until all applicable Statements of Work have expired or been terminated, unless otherwise agreed in writing.
8.2 Termination for cause
Either party may terminate this PSA or any individual Statement of Work with immediate effect by giving written notice to the other party if:
a) the other party commits a material breach which is not remedied within thirty (30) days of written notice; or
b) the other party becomes insolvent, subject to administration or liquidation, or ceases business operations.
8.3 Termination for convenience
Unless stated otherwise in the applicable Statement of Work, either party may terminate any Statement of Work for convenience by giving thirty (30) days’ prior written notice. Termination of an individual SOW shall not affect the remainder of the PSA or other SOWs.
8.4 Consequences of termination
Upon termination or expiry of the applicable Statement of Work:
a) Zapp shall cease performing the Professional Services;
b) the Customer shall promptly pay all fees accrued up to the date of termination, including approved expenses;
c) each party shall return or delete the other party’s confidential information upon written request, subject to any legal retention obligations.
9. General provisions
9.1 Governing law
This PSA shall be governed by and construed in accordance with the laws of Spain. The parties submit to the exclusive jurisdiction of the courts of Madrid, Spain.
9.2 Entire agreement
This PSA, together with any Statements of Work and the Zapp Terms of Service, constitutes the entire agreement between the parties with respect to the Professional Services and supersedes all prior proposals, understandings or agreements, oral or written, relating to its subject matter.
9.3 Order of precedence
In the event of a conflict between the documents, the order of precedence shall be:
a) the Statement of Work;
b) this PSA;
c) the Terms of Service.
9.4 Assignment
Neither party may assign or transfer this PSA without the prior written consent of the other party, except to an Affiliate or in connection with a merger, acquisition or sale of all or substantially all of its business.
9.5 No partnership
Nothing in this PSA shall create any partnership, joint venture, agency or employment relationship between the parties.
9.6 Force majeure
Neither party shall be liable for delay or failure to perform its obligations under this PSA due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, internet outages or changes in law.
9.7 Amendments
Any amendment to this PSA must be made in writing and signed by authorised representatives of both parties.
9.8 Severability
If any provision of this PSA is held to be invalid or unenforceable, the remainder shall remain in full force and effect.
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