TERMS AND CONDITIONS
1. DEFINITIONS
2. INTERPRETATION
3. BASIS OF THE CONTRACT
4. OUR RESPONSIBILITIES
5. YOUR RESPONSIBILITIES
6. SPECIAL OFFERS
7. SERVICE PARTNERS
8. SERVICE RULES AND WARRANTIES
9. CHANGES TO THE SERVICES AND THESE CONDITIONS
10. SUBSCRIPTION FEES AND PAYMENTS
11. INTELLECTUAL PROPERTY RIGHTS
12. PERMISSION – CONFIDENTIALITY AND DATA CONSENTS
13. LIMITS TO OUR OBLIGATIONS AND DISCLAIMERS
14. WARRANTIES AND DISCLAIMERS
15. INDEMNITY
16. TERM AND TERMINATION
17. CLAUSES THAT APPLY TO ALL CONDITIONS
SPECIFICS OF SERVICE
18. LANDING PAGE
19. CALL TRACKING
20. CALL RECORDING
21. DOMAIN NAME REGISTRATION
22. PAY PER CLICK
23. ZAPO ACCOUNT
SUBSCRIPTION FEES
GOOGLE’S PROMOTION TERMS AND CONDITIONS
TERMS AND CONDITIONS
LEADDRIVE LIMITED TRADING AS ZAPO
These Terms and Conditions (“Conditions”) are entered into between:
1.LeadDrive Limited T/A Zapo a company registered in England under number 10914848 whose registered address is at Jubilee House, East Beach, Lytham Saint Annes, FY8 5FT (“we”, “us”, “our”); and2.The person or organisation named on a Sign Up Form (“you”, “your,” “client”)
each a “Party” and together the “Parties”.
1. DEFINITIONS
1.1 DEFINITIONS
The following Definitions apply in these Conditions:
Access Information: means any codes, passwords, log in or other access information belonging to you or your other service providers that we may require in order to provide the Services.
Advertisement (Ad): means an online advertisement, on Google or other search engine, pursuant to an Agreement with us for provision of Services.
Agreement: means the agreement between us and you to provide the Monthly Rolling Subscription Services initially requested by you in your the Sign Up Form on Our Website at and/or any alternative Subscription Services requested thereafter (as amended from time to time) within your Zapo Account. The Services requested, these Conditions along with any other applicable terms under the Specifics of Services is the basis of the contract between the Parties and will be subject to us agreeing to the same.
Annual Subscription Date: means the date that we confirm your Annual Subscription Date Fees will commence.
Authorised Users: means you, any employees, agents and independent contractors who are authorised by you to use the Services on your behalf.
Billing Date: means the date that we take your Monthly Rolling Subscription Fees. After your sign up payment (which is taken immediately on completing our online sign up form) your next payment date will be the 1st monthly anniversary the date that your Advertisements were launched/ went live on Google (Billing Date). Your Billing Date will remain the same date throughout your subscription regardless of any late payments or paused subscriptions. In respect of a request to change to an Annual Subscription Date model, the date that we confirm will be your Annual Subscription Billing Date.
Business Day: means a day other than Saturday, Sunday on which banks are open for trading in England.
Calls: means a telephone call to your business.
Claims: means any claim including demands, threatened or filed proceedings, fines, awards, penalties howsoever arising including any liability, damages, or cause of action.
Clicks: means the action of a Lead clicking on your Advertisement.
Confidential Information: means all material, non-public, business-related information, written or oral, whether or not it is marked that is disclosed or made available to the receiving party, directly or indirectly, through any means of communication or observation. The details of the Services, the method in which the Services are provided and the results of any performance tests of the Services, constitutes our Confidential Information. Your Zapo Account log in details and the contents of your Zapo Account constitutes Confidential Information.
Content: means any creation of intellect and includes brand images, logos, code, text, layout, design, shading, colouration, images, audio, animation, video and links. We have the right to change Content provided by you as we deem necessary.
Created Content: means any Content created or provided by us as part of the provision of Services.
Customer: means a Lead that has accepted your quote and you have completed their job.
Documentation: means any documents that describe or explain the Services.
DPA: means the Data Protection Act 1998.
Equipment: means your mobile telephone; tablet; computer or other device on which you access our Services.
Fair Usage: means that Services, including allocation of staff timing in dealing with you will be subject to reasonable use. We will make amendments such as wording changes and graphics adjustments at your request, subject to our approval, however limited such that we may refuse to make further amendments where the extent or frequency of amendments, emails or calls to staff is deemed by us in our sole discretion to be excessive or may detrimentally affect other clients (for example where it would require disproportionate allocation of resources to complete the amendments as requested), and we shall have the right to terminate or suspend your Service immediately upon written notice if we are unable to reach a compromise with you in respect of refused amendments.
Forms: means an online form (on your Landing Page) completed and sent to your business.
GDPR: means the General Data Protection Regulations 2016/679.
Zapo Account: the online software accessible via Our Website that we provide you access to as part of the Services to enable you to manage your Leads and Your Customers, monitor your marketing and manage your account with us.
Google: means the Internet search engine at www.google.co.uk.
Impressions: means the number of times your Advertisement is presented to your target audience from your Google Ads campaign.
Intellectual Property Rights (IPR): means patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in Confidential Information (including without limitation know-how and trade secrets) and any other Intellectual Property Rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Landing Page: means the design and delivery of a web page that includes the following sections; header, about, services, accreditations, reviews or testimonials, frequently asked questions (FAQ), contact form.
Leads: phone calls or message to your business arising from our Services.
Monthly Rolling: means the term for our Services that continues indefinitely on a month-to-month basis until terminated in accordance with the Agreement (subject to any minimum term).
Our Website: means our website located at https://www.zapo.com.
Personal Data: means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Processing: means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Profit or Revenue: means the amount of income made (or to be made) from your advertising campaign.
Quotes: means the amount of work quoted (or that you may be able to quote) from Leads or Customers.
Relevant Bills: means any telephone bill, broadband bill or any other applicable service cost that you will need to access our Services.
Services: means product or services provided by us in accordance with the Agreement and the Service Package selected.
Service Commencement Date: means the date on which we launch your Advertising on Google.
Service Packages: means the different bundles of services offered by us, which can be found on Our Website.
Sign Up Form: means the online form on Our Website required to be completed in order to initially purchase the Services including the requirement to tick to accept these Conditions and enter into a contract.
Software: means your Zapo Account and any associated software provided by us in the provision of the Services.
Specifics of Service: means the annex to these Conditions that lists some of the Service features.
Subscription: means your Monthly Rolling Agreement (or Annual Agreement) with us to provide the Services requested. Your Subscription and price will be defined by the Service Package that you have selected.
Subscription Fees: means our charges for performing the Services each month in which case the charge payable for each month of the term) or year (if paying annually).
Subscription Period: this is the Monthly Rolling time from one Billing Date to the next Billing Date.
Your Customer(s): means the persons or businesses whom contact you via our Services.
Your Customer Data: any information and / or Personal Data entered by you, your Authorised Users, or us, on your behalf for the purpose of using the Services or facilitating your use of the Services. Including but not limited to telephone recordings, the personal information of a Lead or your Customer’s personal information or job details.
2. INTERPRETATION
2.1 In these Conditions:
a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
b) A reference to a party includes its successors and permitted assigns;
c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision;
d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
e) A reference to writing or written includes fax and email;
f) References to clauses and Specifics of Services are to the clauses and schedules and Specifics of Services of this agreement; references to paragraphs are to paragraphs of the relevant schedule to the relevant schedule;
g) Words signifying singular shall include the plural and words signifying the plural shall include the singular;
h) Words signifying gender shall include all genders;
i) Headings are for convenience only and do not affect the interpretation of these Conditions.
6.2 Reductions or discounts arising pursuant to a Special Offer or any promotional offer shall be applied to your Subscription Fees or charges where you meet all the terms of eligibility for the promotional offer. Terms of eligibility of promotional offers will be made available on request.
3. BASIS OF THE CONTRACT
3.1 The completion of a Sign Up Form constitutes your offer to purchase a Monthly Rolling Subscription of the Services specified in it, which is subject to these Conditions and any relevant Specifics of Services. Confirmation from us that we are willing to provide the Services requested shall comprise acceptance of the offer and the Agreement shall become binding for a period of 1 month at that time unless we agree in writing to provide you with an Annual Subscription.
3.2 The selection of a further Subscription within your Zapo Account constitutes your offer to purchase the Monthly Rolling (or Annual) Subscription of the Services selected. Payment for the Services will be taken at this time and we will commence these Services, this shall comprise acceptance of the offer and the Agreement shall become binding at this time.
3.3 We reserve the right to refuse to provide, or to continue to provide, the Services at our sole discretion.
3.4 These Conditions are applicable to each Service as at the date of the order (being the date that you complete the Sign Up Form) and also thereafter for each Monthly Rolling Subscription or each Annual Subscription and are incorporated into the Agreement, which contains a legally binding contract between you and us.
4. OUR RESPONSIBILITIES
4.1 We shall endeavour to provide the Services in the Agreement between the Parties in a professional, thorough and transparent manner.
4.2 In order for the Services to commence we will be required to set up your account for the Services. We will require your cooperation and assistance in order to set up the Services.
4.3 Any dates agreed between us and you in relation to the supply of the Services shall be estimates and time shall not be of the essence.
5. YOUR RESPONSIBILITIES
5.1 You shall;
a) provide us in a timely manner such information and assistance as we may request in order to provide or maintain the Services and ensure that such information is accurate in all material respects, including but not limited to Content, Access Information and configuration services if required. In the event of any delays by you for such assistance as agreed by the Parties above, we may adjust any agreed timetable or delivery schedule as reasonably necessary;
b) if requested, add a sub domain / CNAME record on to your current domain, record on your domain name in order to allow us to have a link from your domain to the Landing Page. You may ask us to deal with this on your behalf by providing us with the relevant access details and we may adjust any agreed timescales as reasonably necessary to enable us to provide the Services; or
c) you acknowledge that we shall, without request, purchase a domain name in order to provide the Services to you, any such domain name will not be charged to you, it will be bought by us, it will remain our property and we will own all IPR in the same;
d) comply with all applicable laws and regulations with respect to your activities under this Agreement.
e) ensure that you are able to access our online Services, including but not limited to maintaining your Equipment and paying Relevant Bills;
f) pay the Subscription Fees on the Billing Date;
g) use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.
6. SPECIAL OFFERS
6.1 We may from time to time, offer any promotion or sales offer (“Special Offer”) in respect of a Service. Any such Special Offer will be subject to the following:
a) It will be offered, “as is” and will not be transferable or claimed in conjunction with any other offer;
b) we may at our sole discretion, change or withdraw any Special Offer at any time including ending the Special Offer early;
c) we shall not be liable for any costs howsoever arising from the Special Offer;
d) any Special Offer benefit must be claimed within 30 days of the entitlement being communicated to you;
e) in exercising a promotional offer you must comply with these Conditions and any relevant Specifics of Service. A breach of the product terms and conditions will invalidate any Special Offer or promotion and you will be liable for the full price of the products and services received as a result of the Special Offer; and
f) any other requirements for the acceptance of the products and services under the Special Offer will be as made known to you prior to offer acceptance.
6.2 Reductions or discounts arising pursuant to a Special Offer or any promotional offer shall be applied to your Subscription Fees or charges where you meet all the terms of eligibility for the promotional offer. Terms of eligibility of promotional offers will be made available on request.
7. SERVICE PARTNERS
7.1 The Parties agree that we may use third party service providers in order to facilitate the Services supplied to you.
7.2 The Services that we provide may contain features under license from third parties including Google (“Features”). In accepting our Services you agree to be bound by the terms and conditions applicable to the use of such Features, in the alternative, you release us from any liability for breach of the Agreement required by the terms and conditions applicable to the use of such Features.
7.3 You acknowledge that a third party’s Features and functionality is not within our influence or control; may be subject to change without notice; and may be subject to criteria for service provision of which you may be required to comply with from time to time.
7.4 Where any Feature requires an account with the third party, you authorise us to; set up and administer such an account on your behalf necessary for the functionality.
7.5 We shall not be liable in respect of such functionality including any changes or cessation of functionality or compliance with conditions for use as in effect from time to time.
7.6 In the provision of the Services we may encourage Your Customers to publish reviews of your services on external websites or search engines such as Google and we may reference these reviews on your Landing Page. We may use your customer reviews from other websites to add to your Landing page. You acknowledge that we do not, and cannot, monitor, review or moderate user reviews and consent on third party services or search engines.
7.7 In the delivery of our Services, we may use third party services including search engines such as Google (“External Services”) you authorise us to act on your behalf in any capacity in respect of these External Services and their providers and you authorise us to; set up any necessary login’s or accounts on your behalf, operate the External Service on your behalf, publish all Content associated with the Service to the External Service; and you indemnify us for any Costs incurred in respect of the third party service.
7.8 You acknowledge that we will not be liable in respect of the features of External Services, which shall be considered, beyond our reasonable control.
7.9 You acknowledge that we cannot guarantee any specific positioning for Advertisements or any leads from or responses to such Advertisements. You acknowledge that our past performance is not indicative of any future results that you may experience.
8. SERVICE RULES AND WARRANTIES
8.1 Subject to the restrictions set out in this clause and within the Agreement, we hereby grant to you a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit you and the Authorised Users to use the Services during the term solely for your internal business operations. You acknowledge that you will remain liable under this Agreement for any breach of the Agreement by any of your Authorised Users.
8.2 You Warrant that you and your Authorised Users shall not at any time during or after the term:
a) use the Services to access, store, distribute or transmit any viruses, bug, trojans (including those contained in any Content) or any other computer programming malware, that is unlawful, or harmful in any way to computerised systems;
b) use the Services in any way that is harmful to any computerised systems or that is unlawful, including but not limited to using the Services in a way that interferes with their normal operation;
c) attempt to decompile, modify, edit, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
d) use the Services for anything other than they are intended and other than you are permitted including tampering with or gain unauthorised access to any part of any of our Services, the software or systems that we use to run the Services;
e) access all or any part of the Services in order to build a product or service which competes with the Services or distribute or display any part of our Services;
f) use the Services and/or related Documentation or any automated means to monitor or copy the Services or Content;
g) provide services to third parties; or
h) share or information and/ or related Documentation, including our sales materials to any third party;
i) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
j) attempt to obtain, or assist third parties in obtaining, access to the Services (including your Zapo Account) and/or of our Documentation;
k) interfere with or disrupt the performance of the Services or any third party data;
l) disable any licensing or control features of the Services or in any way interfere with features which place limitations on the use of the Services;
m) attempt to copy, circumvent, disable or otherwise interfere any part of our property including the Services and Our Website.
8.3 You shall comply with all written security or network access requirements that we provide to you including adequately protecting your passwords and you must inform us if there has been a breach of your security including unauthorised access.
8.4 We may investigate your online activities, account and any Agreement in the prevention of fraud to prevent activities that may breach this clause or other such activities.
8.5 We reserve the right, without liability, to disable your access as a result of any material breaches the provisions of this clause.
8.6 We reserve the right to refer any suspected fraudulent, abusive or illegal activity to the applicable law enforcement to regulatory body without notice to you.
8.7 This clause shall survive the termination of the Agreement.
9. CHANGES TO THE SERVICES AND THESE CONDITIONS
9.1 We are committed to the constant improvement of our products and services. We shall have the right to modify Our Website or any of the Services from time to time without prior notice provided the change is not materially detrimental to the value or function of the Service.
9.2 We may temporarily suspend any Service at any time to carry out essential maintenance; to improve the Service or to prevent or respond to hacking attempts, service attacks or other similar activities directed at our systems, or to deal with any other emergency technical issue; or if we have reason to believe that you are misusing the Services. Suspension of your Services pursuant to this clause shall not relieve you of the obligation to pay the Charges in respect of such Services. The suspension shall cease as soon as reasonably practicable following resolution of the circumstances giving rise to the suspension.
9.3 We may at any time, at our sole discretion, change or amend these Conditions and the Specifics of Services. The updated version of the Conditions shall be made available to you via email and also within your Zapo Account marked with their amended date. You undertake to update yourself as to any changes to these Conditions at least every 30 days. If you do not agree with any change to these Conditions you may notify us in writing within 30 days of the date of the amended Conditions being sent to you.
10. SUBSCRIPTION FEES AND PAYMENTS
10.1 The first months Subscription Fees applicable will depend on the Service Package that you have selected in your Sign Up Form on Our Website. Subscription Fees are payable at the time of completing the Sign Up Form and will be taken from the card that you provided in the Sign Up Form.
10.2 The Services will not commence and no agreement shall take place unless the Monthly Rolling Subscription have been received in full.
10.3 Your Monthly Rolling Subscription will commence on the Billing Date. The Services will automatically continue each month thereafter unless the Services are cancelled before the next Billing Date.
10.4 You will be charged the Subscription Fees on the Billing Date. Subscription Fees are non refundable.
10.5 Subscriptions Fees applicable to Monthly Rolling Subscriptions will depend on the Subscription that you are on. The fees relevant to your Service Package are set out in your Zapo Account.
10.6 If, in your Sign Up Form, you have selected to an Offer receive a months half price trial of the Start Up Subscription Service Package, (normally £500 p/m plus VAT with a £200 Ad Spend) your Subscription will automatically continue into month two and thereafter until cancelled. However, in automatically continuing from this Offer your Service Package will drop to our Founder Subscription (£250p/m with £100 Ad Spend) unless you upgrade your Subscription.
10.7 If clause 10.6 applies to you, after the first month you will be contacted to ask if you wish to continue on the Start Up Service Package at £500 p/m (if you took the Offer to trial this package for half price) or one of our other Service Packages. If you wish to continue on the Start Up Service Package you must select this Service Package in your Zapo Account and the Services for that package will commence on your next Billing Date.
10.8 We reserve the right to terminate your subscription where you stay on a Founder Service Package after your first month where we believe that the area you occupy should be on a higher value Service Package.
10.9 Your Billing Date shall remain the same throughout your subscription with us. If you do pay your subscription fees on time your Billing Date will not change, your advertising budget will simply be spread over the remaining monthly period rather than the full month.
10.10 If at you wish to upgrade your Service Package the Subscription Fees payable will be taken from your card at the time you select to “Upgrade” to the relevant subscription in your Zapo Account.
10.11 If you give authority (verbal or otherwise) to a member of the Zapo team to select “Upgrade” to a Subscription Service Package on your behalf you will be remain legally responsible for agreeing to these Conditions and the Agreement just as you would if you had selected “Upgrade” and selected “Accept Terms and Conditions” yourself.
10.12 Subscription Fees will be taken from the card details held within your Zapo Account on each the Billing Date on a Monthly Rolling bases unless the Services are cancelled or the Agreement is terminated.
10.13 Subscription Fees and fees stated or referred to in this Agreement:
a) shall be payable in pounds sterling (£) via debit or credit card;
b) are given exclusive of VAT unless otherwise stated;
c) are non-cancellable and non-refundable.
10.14 You shall pay the Subscription Fees for each Service plus any applicable taxes such as VAT.
10.15 You shall, in the Sign Up Form, provide to us with valid, up-to-date and complete debit or credit card details and, in doing so you authorise us to debit the Subscription Fees from that account or card on each Billing Date until such time as you cancel the Services.
10.16 For Annual Subscription Dates we shall issue you with an invoice for the Subscription Fees and you shall pay us the Subscription Fees by the due date specified on the invoice.
10.17 Invoices for a Monthly Rolling Subscriptions will be uploaded to your Zapo Account.
10.18 Where a Service is on a Monthly Rolling basis:
a) your Subscription Fees shall automatically be debited on the Billing Date of each Monthly Rolling Subscription period;
b) you shall do nothing to block, delay or otherwise invalidate the payment of any payment; and
c) you shall not cancel the payment in respect of any Monthly Rolling period where the Billing Date has passed, we reserve the right to immediately initiate debt recovery procedures in the event of breach of this sub-clause.
10.19 You indemnify us without limitation (notwithstanding any other clause of these Conditions) for any Costs arising due to your breach of this clause 10.
10.20 We may increase the Subscription Fees from time to time. You will be given notice of any such increase.
10.21 Time for payment is of the essence of the Agreement.
10.22 If we have not received payment of the Subscription Fees in advance of the Subscription period, we shall, without prejudice to any other rights or remedies:
a) attempt to contact you to inform you that the Subscription Fees have not been paid and that the Services will not commence for the month ahead;
b) we shall attempt to take payment again 3 days after the Billing Date, if Subscription Fees remain unpaid we will make a further attempt to take payment a further 5 days after the last attempt (8 days after the Billing Date). A final attempt to take payment will take place 7 days after the last attempt (15 days after the Billing Date). If Subscription Fees remain unpaid on this date the Agreement is automatically terminated and we will be entitled to terminate the Agreement and offer the Services to another company or client;
c) prevent all Services commencing for the unpaid month;
d) disable your access to all of the Services;
e) offer the Services to another company or client, and in doing so, shall not be obliged to offer the Services to you again;
f) this Agreement will terminate subject to those clauses that survive the termination of the Agreement.
10.23 If you do pay your Subscription Fees late this will not change your Billing Date. If payment is received after the Billing Date and we, at our sole discretion, decide not terminate this Agreement, we will continue or commence the Services again. In this instance your Advertising budget will be spent over the remaining days left in that Subscription month before your next Billing Date.
10.24 You may opt to pay Subscription Fees annually by selecting this in your Zapo Account.
10.25 Subscription Fees paid annually will include a 10% discount. Annual Subscription Date Fees shall be calculated from the Annual Subscription Date to that of the following year. If you request to commence an Annual Subscription Date during a Monthly Rolling Subscription Period your Subscription Fees for the remainder of the month shall be calculated on a pro-rata basis. The remainder of the pro-rated Subscription Fees in that Subscription Period will be refunded to you. You will then be charged for the Annual Subscription Date Fees from the day Annual Subscription Date until the first year anniversary of that date.
10.26 We may, at our sole discretion agree to pause your Ads for a certain period. If we agree to do this, it will mean that your Ads will not be showing on Google and that your AdWords budget will not be used during this period. Your Ad Words budget will be spent throughout the remaining days in the month rather than across a full month. Your Billing Date will remain the same despite the fact that your Ads have been paused.
10.27 You may upgrade or downgrade between Service Packages at any time via our Zapo Account.
10.28 If you request to upgrade packages mid month rather than on your Billing Date, the change will take effect from the next working day after the request has been made. Once the change has taken effect, your Subscription Fees will be calculated on a pro-rate basis for that month. You will be credited the pro-rated Subscription Fees from your original package in that month and you will be charged on a pro-rata basis for the remainder of the month in accordance with the upgraded Subscription Fees for your new package.
10.29 If you wish to downgrade your package, these changes will take effect from the next Subscription Period. Once a Service Package has been changed it cannot be changed again until the next Subscription Period.
10.30 Any disputes regarding payments must be made known to us immediately in writing including the reason for the dispute and any supporting documentation within 14 working days. You must pay any undisputed amounts when due. We will look to resolve any disputes or payment issues within 10 working days of the reason for the dispute and supporting documentation. The Services will cease until any payment disputes are resolved. The Parties shall use their best efforts to resolve the dispute.
10.31 Interest on any amounts payable pursuant to this Agreement shall accrue on a daily basis after due date. Interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Royal Bank of Scotland, commencing on the due date and continuing until fully paid, whether before or after judgement.
10.32 You shall have no right of set-off of any Claims or judgements against any Subscription Fees due and payable under this Agreement.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Services, including the Landing Page, your Zapo Account (and information therein) all Created Content (including where the Created Content is created with Content or instruction from you) and the Documentation. Except as expressly stated within these Conditions, the Agreement does not grant to you any Intellectual Property Rights, any other rights or licences during the Term to enable your use of the Services. You may not use any Created Content without our written permission.
11.2 You shall not use any Content, process or software available or identifiable in the provision of the Services or from Our Website or Landing Pages for commercial or plagiaristic purposes.
11.3 Should you provide us with any Content or advice that we are able to use any content (from other sources) in order for us to supply the Services, you warrant that you have the necessary IPR to do so and that the Content is not illegal or prohibited in any way and that you grant us irrevocable, loyalty free, sub-licensable, non-exclusive licence to use such Content for the purposes of providing the Services to you and our own marketing and statistics. This includes the right to link your Advertisement to other material (“IP License”). If you provide us with Content from any sources including the right to access, copy, store or your existing website any terms and conditions between your existing website are excluded from you and us. If we should continue to use the Content after the term of the Agreement this shall not constitute an infringement or breach of contract.
11.4 You acknowledge that in the provision of the Services we will create a Google Adwords account on your behalf. Should you require your Google Id we will require a request to be made in writing sent to [email protected]. We will require the reason for the request, your name, your business name and your contact details. During the Term, we may, at our sole discretion, provide you with read only access to your Adwords Account upon request. After expiry of the Term, should you request require your Google Id it will be provided upon expiry of the Term, once all Services have terminated and all Subscription Fees and any other costs incurred as a result of this Agreement (and any breach thereof) have been paid in full.
11.5 You confirm that you own all of the IPR of any documents, images or other data that you have provided to us, or have provided us with permission to include within your Landing Page.
11.6 You acknowledge that the Landing Page will be created specifically by us in the provision of the Services to you and will remain our IPR during and after the Agreement. The Landing Page will be available in the provision of the Services only for the duration of the Agreement. The Landing Page shall remain our IPR and property during the Term of the Agreement and after the expiry, termination or cessation of the Agreement for any reason.
11.7 You acknowledge that we may provide a free domain name for your business, this is not part of the Services, this is provided and as an additional service for you if you do not have a website that we can use to host the Landing Page. The domain name will be registered to us and will remain our property, of which we own all IPR. This will remain our property upon termination or expiry of this Agreement or any other agreement between the Parties. If you are our client for a period of over 12 consecutive months we may, at our absolute discretion, release the domain name to you upon termination or expiry of the Agreement.
11.8 You acknowledge and agree that we shall have the right to access and view all data, including your Personal Data and Your Customer Data relating to the Services and to use combined data for our research and statistics as well as to include in any marketing, publicity and promotional material.
11.9 You warrant that are liable under this Agreement for any breach of this Agreement by any of your Authorised Users.
11.10 You grant us the right to collect and use information about you, Your Customer’s use of your Services and your results from the Services provided (“Data”). We will use this Data and information in a way so that you cannot be identified (by including other users Data), unless you give us permission to identify you. In collecting this Data and information from your and other users we will be the sole owner of the IPR in this information.
12. PERMISSION – CONFIDENTIALITY AND DATA CONSENTS
12.1 Each Party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement and shall not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
12.2 Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
12.3 You consent to your Personal Data and other data being processed by us, and being contacted by us including for the purposes of direct marketing.
12.4 You consent to us disclosing your Personal Data and/or Zapo Account details, including the amount of any debt owed to us, by any of the means of contact you provide to us without the need to verify the identity of the recipient in the case of any disputes or unpaid fees.
12.5 We will issue invoices and other account communications to your Zapo Account, unless you tell us otherwise. You shall be responsible for accessing and checking your accounts and invoices via the Zapo Account.
12.6 We shall not be liable for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party. You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Customer Data. In the event of any loss or damage to Your Customer Data during the term, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such data maintained by us. We will not be responsible for any loss, destruction, alteration or disclosure of Your Customer Data caused by any third party. In the termination or cessation of our Services for any reason we will not be responsible for providing you with Your Customer Data held on our Zapo Account. You shall take appropriate technical and organisational measures to back up Your Customer Data and protect it against unauthorised or unlawful Processing of the Personal Data or its accidental loss, destruction or damage.
12.7 The above provisions of this clause shall survive termination of this Agreement, however arising.
13. LIMITS TO OUR OBLIGATIONS AND DISCLAIMERS
13.1 Except as expressly stated in the Agreement:
a) the Services and the Documentation are provided to you on an “as is” basis;
b) the appearance, including the look and functionality of Services may vary depending upon the browser or device, including mobile platforms, used by the user; and be changed by us without notice;
c) we make no representations, warranties or guarantees that an Advertisement or Service shall generate any volume of Leads, Impressions, customer contact Forms, Clicks, Customer Calls, Quotes, Profit or Revenue;
d) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to excluded from this Agreement to the fullest extent permitted by law;
e) you shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) of any person or agent (whether party to the Agreement or not) other than as expressly set out in the Agreement;
f) we shall not be liable for any consequential, indirect, exemplary, punitive, special, incidental or reliance damages, or for any damages related to lost profits, lost data, lost opportunity or business interruption, howsoever caused and even if a Party knew or should have known of the possibility of, or could reasonably have prevented, such damages;
g) our total aggregate liability shall be limited to one months Subscription Fees in respect of the Service that is subject to the Claim the cause of action arises;
13.2 Prior to launching the Advertisement campaign you will have the opportunity to approve your Landing Page. You are required to check that the page accurately represents you and your business. This is the only time you will have to review and approve the page before launching. Once we have your consent that you are happy with the page we will not be liable for any errors found after you have checked and approved the Landing Page.
13.3 If we are responsible for an error in an Advertisement we shall correct the error as soon as reasonably possible upon receipt of written confirmation of the same. We shall have no liability for an error within any Advertisement or part of the Service for which you are responsible. We shall as soon as possible after we have been notified of the error in writing correct the error as determined at our sole discretion, which may be subject to our reasonable costs.
13.4 Upon checking the Landing Page, you should ensure that you have the right to use third party marketing materials. We shall not be responsible to ensuring that you have the required consents.
13.5 We are not responsible for storing any Content or Your Customer Data associated with the Service following termination or expiry of the Services for any reason.
13.6 You acknowledge that we are not responsible for any delays or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
13.7 We cannot guarantee uninterrupted provision of Services, computer systems or communications networks are not fault free and we do not make any representation or warranty in relation to the availability of them. You acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrading may be required in the provision of the Services.
13.8 You shall promptly notify us if you notice any problems with the availability or function of the Services and we will take all commercially reasonable steps to minimise any such periods of interruption.
14. WARRANTIES AND DISCLAIMERS
14.1 Each Party warrants that it has the necessary authority to enter into and perform its obligations pursuant to the Agreement.
14.2 You warrant that:
a) You are acting and shall act in a business capacity on behalf of your business and not as an individual or as a consumer;
b) The Agreement is entered into and shall be operated solely for legitimate business activities;
c) You have and shall continue to hold all IPR to enable us to use Content you provide to us in connection with the Services, the Content shall not infringe any third party’s IPR and you have all IPRs necessary to reproduce that material;
d) All Content you provide to us complies with all relevant laws, including advertising laws, consumer laws and all relevant codes of practice;
e) All electronic files you provide to us and are free from harmful software;
f) Where the Service requires us to link to your website, your website will comply with all applicable laws and regulations required.
14.3 Without prejudice, If you are made aware of any third party Claim that may involve us or our services you warrant that you will:
a) Inform us immediately in writing of any Claim;
b) forward to us all documents and correspondence received in respect of such Claim as soon as possible;
c) not admit fault, liability make any admission, settle or compromise the defence of such Claim;
d) grant us full conduct to handle the Claim on your behalf (if we agree to do so);
e) co-operate in full and without delay in the conduct of the Claim and any defence (if we agree to do so).
This will allow us to assess the matter, no liability or indemnity is confirmed or assumed in us doing so. If you fail to do any of the above we shall automatically have no liability to you in respect of such Claim.
14.4 We do not, in any circumstances, approve or endorse any service that you provide through your use of the Services.
15. INDEMNITY
15.1 You agree to indemnify us against:
(i) all damages and costs incurred by us, our affiliates, service partners or sub-contractors in relation to a claim from a third party that the use of any information, image or data that you provide to us or grant permission for us to use infringes any Intellectual Property Rights of any such third party or any applicable law including Data Protection Law (a “Relevant Claim”);
(ii) settlement costs awarded against us, our affiliates, service partners or sub-contractors approved in writing by us in relation to any such Relevant Claim;
(iii) our legal fees incurred by us our affiliates, service partners or sub-contractors in relation to any Relevant Claim; and reasonable costs incurred by us in complying with clause 15.1 (b) provided that we:
a) notify you of the Related Claim promptly after becoming aware of it;
b) provide you with reasonable information; assistance and cooperation in responding to, and where applicable; defending such Relevant Claim.
16. TERM AND TERMINATION
16.1 The Agreement shall commence from the date the Sign up Form is completed (subject to us agreed to provide the Services and the Agreement shall continue until the expiry of all Services. However, we reserve the right to:
a) terminate a Service and Agreement where you act illegally; against our or our service providers’ business polices and practices; breach the Agreement or if a dispute arises between us;
b) suspend or stop the Services at our sole discretion;
c) chose who we work with. A request for a Subscription to continue into the next month may not be accepted by us if we feel that you are not the right client for us (the Monthly Rolling Subscription renews each month and requires each party to want to continue to work together);
d) continue the Services until the next Billing Date where you have requested to cancel the Services but a Monthly Rolling Subscription Period is currently running.
16.2 The term for the Services shall commence on the date that the Sign Up Form is competed and shall continue until the next Annual Subscription Date; or indefinitely for Services on Monthly Rolling basis until terminated in accordance with the Agreement (as amended from time to time).
16.3 If you wish to cancel the Services and terminate Agreement you must do this via the cancellation button in the Zapo Account. You will receive an acknowledgement of cancellation from us from via email. If you have not received the acknowledgment of cancellation email, you must ensure that you contact us to get one. Failure to receive a cancelation acknowledgment from us will mean that the Services will continue and we will continue to deduct any Subscription Fees in accordance with the Agreement. Upon us acknowledging of cancellation of Services will we will cancel the Services and stop any further Subscription Fee payments being taken in accordance with this Agreement.
16.4 A request to cancel the Services will mean that the Services for the currently Monthly Rolling period will continue until the end of your service month but the Services will not commence on the next Billing Date. In order to prevent the Monthly Rolling Services continuing into the next month you must give notice to terminate prior to your Billing Date.
16.5 A request to cancel the Services on or after the Billing Date will mean that the cancellation request will be effective from the next Billing Date.
16.6 Subscription Fess are non refundable.
16.7 Failure to pay Service Subscription Fees 15 days after the Billing Date render the Agreement terminated and we will be entitled to terminate the Agreement and offer the Services and your area to another tradesman.
16.8 If you or we terminate the Agreement for any reason we will not be obliged to enter into a further Agreement with you and we will be entitled to offer the Services to another client.
16.9 Downgrades, upgrades and cancellation are managed via our Zapo Account. You must log into your Zapo Account and select the required action. Package changes must be done via a computer; they cannot be done via a mobile device such as a mobile telephone or a tablet.
16.10 Without prejudice to any other rights or remedies to which the Parties may be entitled, this Agreement will automatically terminate:
a) if you fail to pay any amount due pursuant to the Agreement or any other Agreement between you and us when due and payable;
b) if you commit a material breach of your obligations under the Agreement;
c) if you engage in any click fraud or fraud of any nature respect of any Service;
d) if we otherwise have a right of termination or suspension without prejudice to the exercise of such right, excluding our right to terminate for any or no reason. We may terminate any Service or part thereof, at any time for any or no reason, by giving 14 days written notice. In the event of termination pursuant to this clause, you shall be released from further liability in connection with the Service and shall be entitled to a pro-rata refund any Subscription Fees you have already paid to us and which relates to a period after the date that the Service has terminated. Suspension of your Services pursuant to this clause shall not relieve you of the obligation to pay the Subscription Fees in respect of such Services. The suspension shall cease as soon as reasonably practicable following resolution of the circumstances giving rise to the suspension.
e) if your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Agreement has been placed in jeopardy.
16.11 Either Party may suspend some or all of its obligations pursuant to the Agreement immediately upon written notice if:
a) A petition for the winding up of the other Party (being a company) is filed;
b) A petition for the bankruptcy of the other Party (being an individual) is filed;
c) An application is made to a court for the appointment of an administrator or if a notice of intention to appoint an administrator is given in respect of the other Party;
d) A receiver is appointed over all or any of the assets of the other Party; or
e) Any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this clause.
16.12 Either Party may terminate the Agreement immediately upon written notice if:
a) The other Party commits an irremediable material breach of the Agreement;
b) The other Party commits a material breach of the Agreement and fails to remedy that breach within 30 Business Days of being given written notice to do so;
c) The other Party repeatedly breaches the terms of the Agreement and such breaches continue after 10 Business Days of being given written notice of such breaches;
d) The other Party is unable to pay its debts as they fall due and payable within the meaning of Section 123 of the Insolvency Act 1986; or
e) The other Party suspends or ceases carrying on all or a substantial part of its business.
16.13 On termination of this agreement for any reason:
a) the Landing Page shall remain our property along with all other property and IPR relating to the Services and the provision thereof;
b) we retain the domain name supplied for your business as part of the Services, however if you are our client for over 12 consecutive months we may, at our absolute discretion, release the domain name to you upon termination or expiry of the Agreement;
c) any licences granted under the Agreement shall immediately terminate and you shall immediately cease all use the Services;
d) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; or
e) we may destroy or otherwise dispose of any of Your Customer Data in our possession; and
f) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
17. CLAUSES THAT APPLY TO ALL CONDITIONS
17.1 Force Majeure. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations pursuant to this Agreement if such delay or failure is caused by a any circumstances or causes beyond a Party’s reasonable control, including by way of example insurrection or civil disorder, acts of governmental or military authorities, strikes, civil unrests, terrorism, war, fire, flood, prolonged general power outages, changes of the regulatory environment, or acts or omissions of any third party for whom the affected Party is not responsible.
17.2 Conflict. If there is an inconsistency between any of the provisions in the Sign Up Form, in theses Conditions or in the Specifics of Services of Service, the provisions in the Sign Up Form shall prevail, then relevant Specifics of Services followed by these Conditions.
17.3 Variation. Except as set out in the Agreement conditions, no variation of the Agreement shall be effective unless it is agreed in writing and signed by the Parties.
17.4 Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. If either Party waives any specific obligation or liability under this Agreement, such waiver will not extend to any other obligations or liabilities under this Agreement. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.5 Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
17.6 Survival. Each indemnity, disclaimer, warranty, undertaking as to defence, undertaking as to confidentiality and release in the Agreement, shall survive the expiry or termination of the Agreement. All obligations and debts incurred pursuant to the Agreement prior to its termination or expiry shall survive the expiry or termination of the Agreement.
17.7 Entire agreement. The Agreement constitutes the entire agreement between the Parties relating in any way to its subject matter and supersedes and merges all prior discussion and any prior agreement. Each Party acknowledges that in entering into the Agreement it has not relied on any warranty, representation or other promise of any nature not contained in the Agreement.
17.8 Assignment. You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Agreement by giving written notice of the assignment to you.
17.9 Construction. No rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of, or seeks to rely on, the Agreement or any part of it.
17.10 Electronic Commerce and Execution. The Parties consent to the requirement for signature being met by electronic signatures including by application of digitised signature, digital pen, typed signature, DocuSign, or similar methods, and such electronic signatures shall be sufficient to bind the Parties to this Agreement.
17.11 No partnership or agency. Nothing in the Agreement is intended to or shall operate to create a partnership between the Parties or otherwise to bind the other in any way.
17.12 Third Party Rights. Nothing in the Agreement, gives rise to any rights to any third party, under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
17.13 Notices. Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other Party at its registered office or address set out in this agreement, or such other address as may have been notified by that Party for such purposes, or any method of contact associated with your account. Notices shall be deemed to have been delivered:
a) Immediately if delivered in person before 5.00pm on a Business Day, otherwise on the next Business Day;
b) The Business Day after dispatch if sent by overnight courier;
c) Two Business Days after posting if sent by prepaid registered post; or
d) Immediately upon transmission if sent by email before 5.00pm on a Business Day otherwise on the next Business Day.
17.14 Governing law and jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall govern this agreement and shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or Claims).
SPECIFICS OF SERVICE
The terms and conditions that follow specify the features of Zapo’s service.
18. LANDING PAGE
18.1 DEFINITIONS
Included Sections: means the number of segments included in the Landing Page.
Landing Page: means the design and delivery of a web page that includes the following sections; header, about, services, accreditations, frequently asked questions (FAQ) and contact form.
Variants: means a revision of your Landing Page to test certain Sections or Elements.
Sections: means a part of your Landing Page with a single theme.
Elements: means images, written content, buttons etc. within a Section.
18.2 The Service Commencement Date shall be the date that the Advertising goes live. This is anticipated to be approximately 7 days after the Sign Up Form is completed (time is not of the essence) subject to limitations by our Service providers your prompt assistance in providing us with the information and images required to set up the Services and the Advertisements and Landing Page being ready.
18.3 Subscription Fees are payable in advance.
18.4 The first months Subscription Fees are due and payable on the date that you complete the Sign Up Form. The Subscription Fees and are not refundable, if you do not proceed with the Services after payment will be no refund.
18.5 Subscriptions Fees are due on the monthly anniversary of the Billing Date.
18.6 For each of the Service Packages we will create Landing Page in order to advertise your business.
18.7 A Landing Page developed pursuant to these Specifics of Services shall be considered an Advertisement.
18.8 A Landing Page provided pursuant to these Specifics of Service shall be and shall remain our property during and after the term. We own all IPR to the Landing Page and the domain name. You are granted a non-exclusive, non-transferable licence to use of the Landing Page as part of an active Subscription with us during the term. Upon expiry or termination of the Services or Subscription howsoever arising we will retain the Landing Page as our property.
18.9 A Landing Page developed pursuant to these Specifics of Service shall not be transferrable by you to alternative hosting.
18.10 A Landing Page may include the following Services:
a) Landing Page Design may include:
i) stock images supplied by us;
ii) images supplied by you;
iii) a logo.
b) Landing Page copy designed to incorporate imagery, business activity and location terms in line with our PPC methodology;
c) Hosting for the Landing Page;
d) Domain Name or alternatively where you already have a website we may require you to add a sub domain / CNAME record on to your current domain, this will allow us to use a domain extension for your Landing Page;
e) A local telephone number (Call Tracking number – see below);
f) Automatic forwarding of emails to an email address you nominate (in your Sign Up Form) along with SMS updates notifying you of the email.
18.11 Landing Page process and warranties:
a) Book a time to discuss your business. We shall attempt to contact you to book a time to talk to you about your business and the Services requested. If after 5 Business Days from the Sign Up Form is completed we are unable to reach you, you shall be responsible for contacting us with your availability. Any delays in contacting us or supplying us with the information required to commence the Services will delay your Service Commencement Date.
b) Telephone Consultation. We will call you to discuss your business activities in order for us to create an effective Landing Page. The call will be to confirm the factual representation of your business alone, and not to advise on images, written Content, layout, design. We will dictate the design, layout, written Content and images used on your Landing Page. All our designs are based on best practice and industry testing and whilst we may make some changes based on your recommendations, our experts will be able to advise you if your ideas and preferences cannot be implemented.
c) Content. You will be responsible to deliver to us any Content or information required or requested to complete the Landing Page only where you hold the IP in any such information or property. We may reject any such Content as unsuitable. We will create the Landing Page Content from the information that you provide along with our stock information and images.
d) Images. In order to make your Landing Page more effective, we may need to limit and chose the number of images on the Landing Page.
e) Review and Publication. Once your Landing Page is complete we will notify you and the Landing Page will be made available for you to review. You will have 48 hours from receipt of the Landing Page to review the same and notify us of any requested changes. All changes must be requested in writing via email. It is your responsibility to ensure that you receive an email response from us regarding any requested changes, as we will not be liable for any changes that have not been appropriately communicated to us. Changes will not be made to the Landing Page unless the information contained therein is factually incorrect or we approve any such changes to be made, this is to ensure that the Landing Page is as effective as possible. If you fail to notify us of any agreed changes to the Landing Page within 48 hours of receipt of the Landing Page for review, the page will be deemed to be approved and will be broadcast without further notice. Any further amendments requested during the term, after the initial 48 hours period will be subject to Fair Usage.
f) After publication we may create additional Landing Page Variants, this allow us to test Elements of your Landing Page in order to help find improvements.
18.12 You warrant all information provided to us in order for us to perform the Services is at all times accurate and factual in all material respects, including but not limited to:
a) your membership or association with any trade association and your compliance thereof;
b) your qualifications and experience;
c) that your logo or any designs that you provide to us in order to advertise your business does not infringe the IPR of any other party; and
d) that any Content provided to us is your property of which you own the IPR and are able to distribute.
18.13 Your desktop Landing Page Content will be optimised for mobile browsing on your mobile page.
18.14 In order to improve functionality, Content and design, address any Claims of infringement of a third party’s IPR, to rectify any alleged breach of law or to make improvements we may need to update your Landing Page from time to time and we may do so without prior notice to you.
19. CALL TRACKING
19.1 DEFINITIONS
Call Tracking: means a Service whereby we provide you with telephone numbers that track each call to your business. This service records calls between you and Your Customer and reports into your Zapo Account the number of incoming telephone calls that you have received via our Service.
Destination Number: means the telephone number that you provide to us in your Sign Up Form to receive incoming Customer calls. This is the number that Your Customers calls will be diverted to. If this is a mobile number you should receive SMS notifications to this number (SMS notifications are not applicable to a landline).
Tracking Numbers: means the local telephone numbers that we place on your Landing Page(s) and Advertisements. These numbers allow Call Tracking and the calls are diverted from the Tracking Numbers to your Destination Number.
19.2 Call Tracking, subject to the limits in the service and practicality, shall be made available as soon as practical from the Service Commencement Date of the associated service (although these numbers can be subject to delays of 14 days and over, any such times will delay the launch of the advertising and time shall not be of the essence of the contract), including the allocation of Tracking Numbers which are subject to availability.
19.3 The free Call Tracking is subject to a maximum of 250 minutes call time (this may vary from time to time), any calls thereafter will be charged.
19.4 The Tracking Numbers shall only be used on the Advertisements as part of the Services. You shall not make use or promote the Tracking Numbers in any other location or Advertisement including on vehicles or other property.
19.5 Incoming calls to the Tracking Numbers shall be connected to the Destination Number. You warrant that we have the right to pass details of the Destination Number to our telecommunications suppliers in order to supply the Services.
19.6 We shall provide service results relating to the calls received via the Tracking Numbers in your Zapo Account.
19.7 We retain all rights in the Tracking Numbers including any goodwill and shall not be required to release the Tracking Numbers to you or any third party at any time.
19.8 Where the services has ceased for any reason, we can not guarantee the same Tracking Number(s) shall be provided for renewal or re-ordering (including cancellation and replacement of existing Services, or reinstatement of past Services) of the Call Tracking.
19.9 From time to time we may and shall have the right to perform test calls that are reasonably necessary to check the operating status of any Call Tracking service. Test calls shall be disregarded for the purpose of any reported statistics.
19.10 We shall have the right to terminate a Call Tracking at any time, for any reason or no reason, and without giving notice to you.
19.11 If any operational issue arises after the Service Commencement Date we shall have the right to set up a divert message service for Destination Numbers.
19.12 If you request a Tracking Number of a different geographic area code to the one in which you are primarily located (“Out of Area Number”) this may be offered to you at our sole discretion. If an Out of Area Number is offered, you confirm that you require a telephone number with the relevant geographic area code and that you warrant that it is your sole obligation to comply with all applicable regulations in relation to Out of Area Numbers including Ofcom’s regulations and the CAP Code; and you will be transparent with your customers regarding where you trade from.
19.13 We may, at our sole discretion, agree to provide you with a call recording facility in conjunction with your Call Tracker and subject to our Specifics of Services for Call Recording.
19.14 If your services spans over more than one geographical area code you will be charged an additional cost for each of the area codes required.
20. CALL RECORDING
20.1 DEFINITIONS
Call Recording: means a Service whereby we provide recording of telephone calls on a Destination Number.
Customer: any person or company who may call your Destination number.
20.2 Call Recording comes as standard with all of our Service Packages. The Call Recording facilities are offered for the purpose of allowing you to record calls with Your Customers in order to establish the existence of facts relevant to your business, including assisting with the ability to remember details of conversations and instructions. It is your sole responsibility of the to obtain any necessary consent to record or monitor such calls as may legally be required.
20.3 We may stop Call Recording at any time for any or no reason however we shall endeavour to provide as much notice as is reasonably practicable. The stopping of Call Recording shall have no effect on the underlying Call Tracking.
20.4 How Call Recording works:
a) You will hear a very quiet announcement (informing you that it is a call or Customer from Zapo) before a call is connected and upon answering a call to acknowledge that the call has been delivered by us; recordings may be downloaded and/or deleted by you.
b) All recordings will be deleted automatically and without notice from your online account after 90 days, immediately upon the Call Recording service or Destination Number being stopped, and immediately upon termination or expiry of the Advertisement featuring the Destination Number.
20.5 You warrant that: a)in using Call Recording and the data it generates you shall comply with all applicable laws and regulations including the DPA, GDPR, and the Regulation of Investigatory Powers Act 2000;
b) you shall use the recording and the data it generates for making notes on a job description, gathering details of Your Customer’s address or required premises and not for any other purpose;
c) You warrant that you shall be the data controller and we shall be a data processor (for the purposes of the DPA and GDPR) of all call recordings. We shall take appropriate technical and organisational security measures against unauthorised or unlawful Processing, accidental loss or destruction of, or damage to, Personal Data contained within call recordings processed on your behalf.
d) We may listen to and monitor the call recordings between you and Your Customer and use the contents of such calls for marketing purposes (not personally identifying you or Your Customer without consent) and to assist you updating Your Customer records in your Zapo account.
20.6 The warranties given by you pursuant to these Service Rules shall survive termination or expiration of the Call Recording and/or Agreement for so long as you retain and make use of recorded calls obtained pursuant to this Service. You agree that;
a) You shall educate all of your employees or anyone who may take such calls that; inbound calls delivered by us are recorded; where someone does not wish to be recorded that the call must be ended and you should have a process of contacting that person on another line; and how recorded call data may (and may not) be used in accordance with applicable laws and regulations;
b) In the event of any direct conflict between the provisions of these Service Rules and any applicable law or regulation, the provisions of the applicable law or regulation shall prevail solely to the extent necessary to resolve any conflict;
c) You shall nominate an email address, which we shall provide to our telecommunications partner for the sole purpose of creating your online account. The online account will be closed when the Advertisement with the relevant Destination Number expires or is terminated and all recorded calls shall be deleted.
20.7 We will only access-recorded calls where strictly necessary for the administration of Call Recording, including ensuring the Service is working properly, or where instructed by you to do so for the purpose so instructed.
21. DOMAIN NAME REGISTRATION
21.1 DEFINITIONS
Domain Name Registration: means a service whereby we purchase a Domain Name in order to enable us to provide the Services. The Domain Name will remain our property of which we will continue to own all IPR, during and after the term and termination.
Domain Name: means a domain name purchased by us in order to provide the Services.
21.2 We will only purchase a Domain Name in order to provide the services where you do not have a website or where we are not able to add a sub domain / CNAME record on to your current domain. Where a Domain Name is required to be purchased and registered to enable us to provide the Services we will liaise with you and shall try to purchase your preferred choice of Domain Name but cannot guarantee this.
21.3 If we are unable to register any of your preferred choice of Domain Names we shall advise you and will use reasonable endeavours try purchase an alternative. We shall advise you on the Domain Name that we consider will best assist us in Advertising your business.
21.4 A Domain Name provided pursuant to these Specifics of Service shall be purchased in our name and shall remain our property during and after the term. We own all IPR to the Domain Name. You are granted a non-exclusive, non-transferable licence to use of the Domain Name as part of an active Subscription with us during the term. Upon expiry or termination of the Services or Subscription howsoever arising we will retain the Domain Name as our property. We may, at our absolute discretion and subject to you having completed a continuous period of over 12 months active Subscription with us agree in writing that property in the Domain Name may pass to you upon termination or cessation of the Services.
22. PAY PER CLICK
22.1 DEFINITIONS
AdWords Spend: means the amount that we spend on Google AdWords to advertise your business on Google. The amount of AdWords Spend used to advertise your business depends on your Service Package.
Accrued Amounts: means any excess of Monthly Budget payments received from you, which arises from any leftover (i.e. unspent) AdWords Spend Expenses for PPC in the previous Subscription Period(s).
Campaign Parameters Settings: means the parameters of the campaign including but not limited to keywords, derivative settings for the treatment of keywords, location targeting, Advertisement groupings, Advertisement extensions, and bidding strategies as varied from time to time.
Destination URLs: means the list of uniform resource locators for which the Service is intended to generate traffic.
Domain Name: means a domain name purchased by us in order to provide the Services.
Dynamic Keyword Insertion: means tailoring the text on your Landing Page to match your, Pay-Per-Click (PPC) campaigns, using external variables that we attach to your URL.
GCLID: is a unique tracking parameter (Google Click Identifier) used by Google to pass information back and forth between Google AdWords and Google.
Monthly Budget: means the amount of money spent on you Google Adwords Pay Per Click campaign for each Subscription Period.
Pay Per Click (PPC): means a Service whereby we setup paid search engine promotion for your Landing Page on your behalf.
Service Period: means a billing month.
Tracking Code: means discrete website programming that generates, collects and reports information about website traffic.
22.2 Pay Per Click shall continue on a Monthly Rolling basis where Subscription Fees are paid in advance of any months Subscription Period
22.3 Pay Per Click shall comprise:
a) Recommendations for effective Campaign Parameters to generate traffic to the Destination URLs;
b) Setup and activation of paid advertising accounts with search engines;
c) PPC of paid advertising in the sponsored links section of search engine results pages according to the Campaign Parameters;
d) On-going campaign optimisation and monitoring; and
e) Monthly reporting.
22.4 Where Call Tracking is applied to your Pay Per Click service, we will allocate a Destination Number.
22.5 Measuring the performance of the campaign may require installation of Tracking Code within your website if we are using a sub domain / CNAME record on to your current website. If this is required we will need your assistance in adding the Tracking Code to the website. If we are purchasing a new domain name in order to provide the Services we will install the Tracking Code within that Landing Page without interrupting the day-to-day use and management of your Landing Page.
22.6 Pay Per Click excludes improving organic rankings on search engine results pages which are determined by website Content.
22.7 The Services are subject to Google’s terms and conditions and Google may at any time put an AdWords account under review. This will mean that during this time we will not be able to supply the Adwords element of the Service to you. Should this occur we shall use our reasonable endeavours to resume the Adwords element of the Service as soon as reasonably practicable after the review has finished. We cannot control this and will not be liable in the event that this occurs.
22.8 We track and report on the performance of your Adwords campaign for the purposes of this Agreement including for measuring performance against commitments and indications and we shall show you the results of your AdWords advertising campaign in your Zapo Account.
22.9 We shall endeavour but do not guarantee to implement or recommend strategies to increase the amount of visitors to the relevant Landing Page using CPC Advertising.
22.10 You acknowledge that your business will not be advertised at all times. We allocated a daily Adwords budget to be used to advertise your business on Google. This budget is calculated daily on the amount of Adwords spend you have from your Subscription Package over the remaining days in the month (one Billing Date to the other). Google can spend over 10% of your daily budget in a day so the daily budget can fluctuate throughout the month for a number of reasons.
22.11 We endeavour to advertise your business by maximising your advertising budget, this may not necessarily be in the top few positions on the page.
22.12 We use a click’s GCLID via our external call and contract form partners. Each time a user clicks on an Advertisement they are given a different GCLID, if the same user clicks on multiple Advertisements, they’re given the same GCLID. This allows us to group leads from the same person together and enables us to ensure that leads are unique.
22.13 Notwithstanding any term, condition or representation to the contrary the Agreement shall exclude any undertaking or warranty as to the success or performance that can or shall be achieved by means of PPC. We shall have no liability for which the cause of action includes the performance of an Advertisement or Landing Page in search engine rankings.
22.14 Amendments to your business name, address, phone number or email address will be implemented upon request. Amendments to your Campaign Parameters will be implemented upon request unless such amendments affect your Monthly Budgets, in which case, the amendments will take effect on the next Billing Date, this will also be subject to Fair Usage.
22.15 Commencement or continuation of the Services including PPC in any given Subscription Period is subject to payment of the Subscription Fees being paid in full on the on the Billing Date.
22.16 The Monthly Budget received and any Accrued Amounts shall be applied to the service in each Subscription Period during the term.
22.17 If the Agreement between you and us expires or is terminated, we will use any Accrued Amounts to continue to provide the Services until all Accrued Amounts have been exhausted. This means that we will not refund you any Accrued Amounts on expiry or termination of the Agreement. All relevant provisions of the Agreement shall continue in force until the Accrued Amounts have been exhausted.
22.18 You may increase your Subscription Fees to another Subscription Package at any time. You may reduce your Subscription Fees to another Subscription Package at any time before your Billing Date with effect at the start of the next Subscription Period.
22.19 At our discretion, subject to a minimum of a 6 months consecutive Subscription Periods, we may allow you to pause your Google Adwords campaign for a maximum of 60 days in any 12-month period. The Accrued Amounts of Monthly Budget not spent during any pausing period will be spent during a Subscription Period of your choice upon restarting the campaign.
22.20 As well as the cost of your PPC Monthly Budget your Subscription Fees for the Services provide a fully managed search engine marketing service, including set-up and activation of a Google Adwords account, the creation of your Advertisement and the provision of on-going campaign management.
22.21 You will have access to reports and data showing the performance of your Pay Per Click campaign in our Zapo Account.
23. ZAPO ACCOUNT
23.1 DEFINITIONS
AdSpend: means the amount of money spent on the Google Adwords campaign.
AdWords: means Google AdWords an advertising service for businesses wanting to display Ads on Google and its advertising network. The AdWords program enables businesses to set a budget (AdSpend) for advertising and only pay when people click the Ads. The service is largely focused on Keywords. AdWords are the Ads that appear under the heading “Sponsored Links” found above the Google search result. If your AdWords Ad is clicked on, Google search users are then directed to your Landing Page.
Clicks: means the action of following a hyperlink on an Advertisement to another website or another page or frame.
Click Through Rate (CTR): means the ratio showing how often people who see your Ad end up clicking it. CTR is the number of clicks that your ad receives divided by the number of times your ad is shown, Clicks ÷ Impressions = CTR.
Cost Per Click (CPC): means when using AdWords, Keywords are used to determine your cost of Advertising. Each Keyword you choose will have a cost per click (CPC) bid amount. The bids specify the maximum amount you’re willing to pay each time someone clicks your Ad (the maximum cost-per click).
Cost Per Customer: means the amount that you have paid for each Lead that has resulted in a Customer.
Cost Per Lead: means the average amount that you have paid for the Leads that you have received.
Cost Per Quote: means the average amount that you have paid for the quotes that you have received.
Customer: means a purchaser of your services, a Lead that has turned into a job.
Customer Conversion Rate: means the percentage of Leads that turn into Customers.
Customer Funnel: a visual representation of the customer conversion process, from initial ad impression to active customer.
Impressions: means the number of times your Advertisement is presented to your target audience from your Google Adwords campaign.
Keywords: means the words that potential Customers would use to search for your services on Google. The Keyword when searched for triggers your Ad to be shown.
Total Profit: means the amount of income you have made from your advertising campaign less costs.
Return on Ad Spend (ROAS): measures the amount of revenue made from your AdSpend.
Work Quoted: means the amount of work that you have quoted for Customers and potential Customers but have not yet completed.
Average Profit Per Customer: means the average amount of income made from the jobs that you have completed as a result of the advertising campaign.
Leads: phone calls or message to your business arising from our Services.
Lead Conversion Rate: means the percentage of clicks that turn into Leads.
Calls: means a telephone call to your business.
Forms: means an online form (on your Landing Page) completed and sent to your business.
Subscription Spend: means the results of your marketing campaign shown as a percentage or amount of your monthly Subscription Fees.
Quote Conversion Rate: the amount of jobs that you have quoted who have turn into Customers.
23.2As part of the Services we supply you with log in details to our Zapo Account. This is online software that we have created to:
a) help you manage new Leads,
b) manage job and Customer details;
c) view your marketing results; and
d) manage your Subscription.
23.3 The Zapo Account shall remain our property during and after the term. We own all IPR to the Zapo Account. You are granted a non-exclusive, non-transferable licence to use (subject to the Agreement) of the Zapo Account as part of an active Subscription with us during the term. Upon expiry or termination of the Services or Subscription howsoever arising we will remove your access to the Zapo Account and delete any information held within the platform.
23.4 The Zapo Account and any information held within the software is not transferrable by you to alternative hosting.
23.5 The Zapo Account shall include the following Services:
a) Reporting- viewing your marketing campaign reports online 24/7.
b) Lead Management – access all of your leads in one place.
c) Lead Records – manage your leads, jobs and quotes.
d) Track your profits
e) Help Centre.
f) Support.
g) Subscription Management.
h) Invoices.
23.6 In order to improve functionality and design of the Zapo Account we may need to amend and update this service your from time to time and we may do so without prior notice to you. We will use reasonable endeavours to do this after 7pm where possible.
SUBSCRIPTIONS FEES
| Startup | Growth | Expansion |
|---|---|---|
| £500+VAT | £750+VAT | £1,000+VAT |
| £250 Off First Month | £250 Off First Month | £250 Off First Month |
| £275 Ad Spend | £450 Ad Spend | £650 Ad Spend |
| Monthly Subscription | Monthly Subscription | Monthly Subscription |
First month discount is only available to new clients of Zapo. This includes the benefit of a promotion from Google offering an additional £75.00 in Ad Spend subject to Google’s terms and conditions listed in Google’s Promotion Terms and Conditions below** (as amended from time to time). We are able to pass on the benefits of this promotional offer from Google to you while the offer remains valid. Google may terminate this offer at any time, we are not obliged to honour the first month discount if Google terminates the offer. We do not control this promotion.
***GOOGLE’S PROMOTION TERMS AND CONDITIONS
The following Terms and conditions apply for online advertising vouchers offered by Google and any promotional offers will be subject to availability:
Terms and conditions for this offer:
Offer available to customers with a billing address in the United Kingdom only. One promotional code per advertiser.
To activate this offer: Enter the promotional code in your account before *relevant date shown on Adwords account
To earn the credit: After entering the code, your advertising campaigns must accrue costs of at least £25, excluding any taxes, within 30 days. Making a payment of £25 is not sufficient. The tracking of advertising costs towards £25 begins after you’ve entered the code.
Once 2 and 3 are completed, the credit will typically be applied within 5 days to the Billing Summary of your account.
Credits apply to future advertising costs only. Credits cannot be applied to costs accrued before the code was entered.
You won’t receive a notification once your credit is used up and any additional advertising costs will be charged to your form of payment. If you don’t want to continue advertising, you can pause or delete your campaigns at any time.
Your account must be successfully billed by AdWords and remain in good standing in order to qualify for the promotional credit.
Full terms and conditions can be found here:
Terms and conditions apply for online advertising vouchers:
In the below terms, “AdWords” may mean Adwords or AdWords Express, as appropriate.
You are eligible for promotional credit if you (a) are new to AdWords and your first ad impression was served from your first AdWords account no more than 14 days before you enter your promotional code; or (b) are an existing Google AdWords customer and you enable a new feature or product in AdWords or reactivate an inactive account, as specified by Google in the voucher. The applicable eligibility requirement is specified in the offer that you receive from Google.
Advertisers will be charged for all advertising that exceeds the promotional credit. Advertisers can suspend their ads anytime before the promotional credit amount is exhausted if they do not wish to receive additional advertising charges. Advertisers will not be notified once the promotional credit is exhausted.
Offer subject to ad approval, valid registration, and acceptance of the Google AdWords Program standard terms and conditions.
The promotional credit is non-transferable and may not be sold or bartered.
Offer may be revoked at any time for any reason by Google Ireland Ltd.
Advertisers are responsible for the payment of any taxes incurred.
One promotional credit per customer.
You may be required to accrue a minimum amount of advertising spend and be successfully billed before the promotional credit is applied.
Use of the offer may be restricted to automatic payments billing options.
If you create your Google AdWords account in a different currency than the one in which your promotional credit has been awarded, the actual amount of the promotional credit may be subject to foreign currency fluctuations.
Offer valid only for customers with billing address in the United Kingdom.
Offer expires 3 months after the media containing your voucher was first issued or on the expiration date provided on the voucher (if any).
Your use of this voucher and/or the promotional credit constitutes your acceptance of these terms and conditions. Offer void where prohibited by law.
Sorry we put you through all this legal jargon!
14th October 2018