Zapped Subscription Terms and Conditions

1. Definitions

Agreement – these Terms together with the Subscription Contract.
Effective Date – the date the Subscription Contract is signed.
Services Start Date – the date falling four (4) weeks after the Effective Date.
Services – the outsourced AI-powered cold-email outreach service described on www.zapped.ai (as amended from time to time).
Term – the Contract Term stated in the Subscription Contract, beginning on the Services Start Date.

 

2. Interpretation

Headings do not affect interpretation. A reference to a statute includes any amendment or replacement. The words including and in particular do not limit preceding words.

 

3. Services

  • The Supplier provides the Services with reasonable skill and care.
  • No guarantee of minimum leads or results; marketing outcomes depend on factors beyond the Supplier’s control.
  • The Supplier may enhance or modify its platform; any material downgrade will be notified at least fourteen (14) days in advance.

 

4. Term and Renewal

  • The Agreement commences on the Effective Date and continues for the Term, which begins on the Services Start Date.
  • Unless a party gives written notice at least thirty (30) days before the end of the Term, the Agreement renews automatically for successive periods equal to the original Term.
  • Notice must be given by e-mail to the addresses specified in the Subscription Contract and is deemed received on the next Business Day after sending.

 

5. Customer Obligations

  • Provide campaign copy approvals and any prospect block lists within five (5) Business Days of request.
  • Review and either accept or reject each lead supplied by the Supplier as soon as practicable and in any event within two (2) Business Days.
  • Indemnify the Supplier against any claim arising from Customer-supplied content, data or instructions.

 

6. Fees and Payment

  • The non-refundable Setup Fee is charged on the Effective Date via Stripe.
  • Subscription Fees are charged automatically via Stripe each month in advance, beginning on the Services Start Date.
  • Late payments attract interest at 1.5 percent per month, calculated daily, plus an administration fee of US $100 per overdue invoice.
  • If any undisputed amount remains unpaid thirty (30) days after the due date, the Supplier may suspend the Services on seven (7) days’ notice and charge a US $300 reactivation fee.

 

7. Intellectual Property

All platform software and tooling remain the Supplier’s exclusive property. The Customer receives a limited, non-exclusive, non-transferable licence to use the output of the Services for its internal business purposes.

 

8. Confidentiality

Each party shall keep the other’s confidential information secret and use it only to perform the Agreement. This clause survives for three (3) years after termination.

 

9. Data

The Supplier processes prospect data solely to perform the Services and on the Customer’s instructions.

 

10. Warranties and Disclaimer

  • The Supplier warrants it will provide the Services with reasonable skill.
  • Except as expressly stated, the Services are provided “as is” and all implied warranties are excluded so far as the law allows.

 

11. Limitation of Liability

  • The Supplier’s total aggregate liability in any rolling twelve-month period is limited to the total Subscription Fees paid by the Customer during that period.
  • The Supplier is not liable for indirect or consequential loss, loss of profit, reputation or data.

 

12. Force Majeure

Neither party is liable for failure caused by events beyond its reasonable control, provided it notifies the other party within ten (10) days.

 

13. Termination for Cause

Either party may terminate with immediate effect if the other:

  • commits a material breach incapable of remedy, or fails to remedy a remediable breach within fourteen (14) days of notice; or
  • becomes insolvent.

 

14. Consequences of Termination

  • All unpaid fees to the end of the then-current Term become immediately due.
  • Each party shall return or destroy the other’s confidential information.
  • Clauses 5.3, 7, 8, 11 and 14 survive termination.

 

15. Governing Law and Jurisdiction

This Agreement and any dispute or claim (including non-contractual disputes) are governed by English law. The courts of England and Wales have exclusive jurisdiction.

 

16. General

  • The Agreement constitutes the entire agreement and supersedes all prior understandings.
  • No variation is effective unless in writing and signed by both parties.
  • Neither party may assign the Agreement without the other’s consent, such consent not to be unreasonably withheld.
  • If any provision is held illegal or unenforceable, the remainder remains in force.