Member Terms and Conditions April 2016
In these Member Terms and Conditions the following terms shall have the following meanings:
"Agent" means an estate agent, lettings agent (and in Scotland, solicitor agents) and/or commercial property agent;
"Content" means any and all content and materials (including property details and any intellectual property rights of whatsoever nature) supplied or made available by, on behalf or on the instruction of, the Member to ZPG or any Group Company on the Website(s);
"Contract" or "Agreement" means a contract for Services between ZPG and the Member governed by these Member Terms and Conditions, the Order Form and, where appropriate, Product Specific Member Terms and Conditions;
"Developer" means a property developer, agencies which act on behalf of a property developer, housing associations, companies or agencies which operate within the retirement property market and all other agencies, companies and property developers which deal with the marketing of properties (except for Agents and Online Agents);
"Development" means a newly built property, or a newly converted building where there has been a change of use from something other than residential usage, which carries some form of new build warranty and be classed as 'new' for mortgage purposes.
"DPA" means the Data Protection Act 1998;
"Fees" means the amounts due to ZPG (or any Group Companies) by the Member under the Contract and set out or calculated in accordance with the Order Form (or as varied from time to time in accordance with clause 4.9);
"Force Majeure Event" means an event beyond the reasonable control of the party affected by it;
"Group" means any holding company or companies and any subsidiary undertaking(s) of ZPG from time to time and "Group Company" and "Group Companies" means any one or more of such companies;
"Initial Term" means an initial term of the Contract, if any, as set out in the Order Form (as extended from time to time in accordance with clause 7.7) or agreed by the parties in writing;
"Lead" means either an email or telephone call received by the Member from buyers, renters, owners or any other party, who has contacted the Member using the contact form or contact details supplied on the Website(s);
"Logo" means the ZPG logo or any other logo as ZPG or any Group Company may from time to time provide electronically to the Member;
"Marketing Materials" means the marketing materials provided to the Member by ZPG or any Group Company for the purpose of promoting the Services;
"Member" means the Agent or the Developer;
"Minimum Term" any minimum order period or term (other than the Initial Term) for Services as set out in a Services Amendment Form or on ZooplaPro;
"Online Agent" means an estate agent, lettings agent (and in Scotland, solicitor agents) and/or commercial property agent that operates primarily via a website (rather than a physical branch) and/or does not operate through a local office network;
"Order Form" means the order form for Services (as agreed, amended or added to from time to time by a Services Amendment Form, via ZooplaPro, via Salesforce or otherwise by the parties in writing) indicating the Services to be provided under the Contract;
"Personal Data" means as the same is defined by the DPA;
"Product Specific Terms and Conditions" means additional terms and conditions that relate to specific Services provided by ZPG and to which, in addition to these Member Terms and Condition, the Member shall be subject whilst in receipt of such Services;
"Relevant Requirements" means all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
"Services" means the services to be provided by ZPG (or its Group Companies) as set out in the Order Form and which may include any, or a combination, of the following:
- A process facilitating the upload by the Member of property details (including images) to the Website(s);
- Displaying the Member's properties on the Website(s);
- Providing the Member with a listing within the agent directory on the Website(s);
- The provision of Leads to the Member;
- The provision of advertising services to the Member;
- The provision of reports and access to reporting tools to the Member; and
- Any other services provided by ZPG from time to time.
"Services Amendment Form" means a services amendment form, additional products order form or purchase order form or any other form provided by ZPG and signed by the Member indicating an amendment or addition to the type or level of Services set out in the Order Form;
"Start Date" a start date for the Contract as may be specified in the Order Form;
"Unique User" means a uniquely identifiable visitor to the Website(s) within any calendar month;
"Upload Systems" means any system made available by ZPG to the Member to facilitate the supply of Content to the Website(s);
"Video Content" means any audio-visual multimedia Content in a video format.
"Video Content Criteria" means the video content criteria notified to the Member from time to time.
"Website(s)" means the website located at www.zoopla.co.uk and any other website whose domain is owned or controlled or powered by ZPG or any Group Company as ZPG may determine and via which Services are provided.
"Working Day" means any day other than Saturday and Sunday and Bank Holidays on which the banks in London are open for normal business;
"ZPG" or "the Company" means Zoopla Property Group Plc, a company incorporated in England and Wales with Company No. 09005884 whose Registered Office is at Harlequin Building, 65 Southwark Street, London SE1 0HR; and
"ZooplaPro" means the backend tool accessible to Members for viewing and managing their ZPG membership.
Contract between ZPG and the Member
- 1.1. No Contract shall subsist until (a) unless waived by ZPG, an Order Form completed and signed by the Member is received by ZPG (or a Group Company) and until (b) the later of the Start Date (if any) and ZPG (or any Group Company) commencing provision of Services (whether by facilitating display of Content on the Website(s) or otherwise) whereupon ZPG and the Member shall be deemed to have entered into a legally binding Contract on the Member Terms and Conditions set out herein and any relevant Product Specific Terms and Conditions.
- 1.2. The Contract shall be between ZPG and the Member and shall comprise the Order Form, these Member Terms and Conditions and any relevant Product Specific Terms and Conditions to which the Member is subject which, together, shall constitute the entire agreement between the parties to the exclusion of all previous terms and conditions (whether between the Member and ZPG or the Member and another Group Company) and all other terms and conditions (including any which the Member purports to apply under any purchase order, confirmation of order or other document).
- 1.3. In the event of any conflict between these Member Terms and Conditions and the Order Form, these Member Terms and Conditions shall prevail and in the event of any conflict between these Member Terms and Conditions and any Product Specific Terms and Conditions, these Member Terms and Conditions shall prevail save where they relate to a matter pertaining to Services to which any relevant Product Specific Terms and Conditions relate whereupon such Product Specific Terms and Conditions shall prevail.
- 1.4. All Contracts between ZPG (or any Group Company) and a Member shall be governed by these Member Terms and Conditions and any relevant Product Specific Terms and Conditions and any variation thereof shall have no effect unless expressly agreed in writing and signed by ZPG.
- 1.5 From time to time, ZPG may amend these Member Terms and Conditions and any Product Specific Terms and Conditions and reserves the right to do so in its absolute discretion, acting reasonably, at any time without prior notice to the Member. Any changes will be posted on the Website(s) and become effective at the time of posting.
- 1.6. ZPG reserves the right to reject any Order Form and/or refuse to enter into a Contract or provide any Services to a third party at its absolute discretion, including where it believes (i) that party is not providing the services of an Agent or Developer (as determined by ZPG's advertising criteria) or (ii) that the quality of its Content is not or will not be of a professional standard commensurate with that of its Members generally.
- 2.1. Subject to these Member Terms and Conditions and any relevant Product Specific Terms and Conditions, ZPG (or any Group Company as ZPG may determine) will provide the Member with the Services in accordance with the Order Form.
- 2.2. ZPG may vary the Services from time to time with or without notice to the Member.
Content and Obligations
3.1. The Member warrants and represents that:
- 3.1.1. it is an Agent or Developer and that it does not act as a consumer in relation to the Contract;
- 3.1.2. any individual who has signed and/or otherwise agreed to these Member Terms (as updated from time to time) on its behalf has the requisite corporate authority to contract on behalf of that Member;
- 3.1.3. Content will comply with all applicable laws, regulations and codes of practice in the United Kingdom, will not be defamatory or infringe any copyright, trade mark or other intellectual property rights or rights of any third party whatsoever and will not contain any Personal Data;
- 3.1.4. any Video Content will (i) be of a good quality in ZPG’s reasonable opinion and comply with the Video Content Criteria, (ii) only contain images related to the relevant property, (iii) not contain telephone numbers or email addresses other than ZPG contact details, (iv) not contain any Personal Data, (v) not contain any promotion of the Member, except for its own logo and (vi) not contain any advertisements of any other products or services of the Member or any third parties, except for a ‘powered by’ logo of the production company. For the avoidance of doubt, Video Content displayed on the Member’s own profile page may contain promotion of other services that the Member provides;
- 3.1.5 it is responsible for the integrity of the Content which is in all respects true, complete and accurate to the best of the Member's knowledge and belief and the Member shall promptly update or correct Content on becoming aware of any errors or inaccuracies and shall provide such assistance as ZPG shall reasonably require to identify and remedy any unauthorised use of Content;
- 3.1.6. within no more than 3 Working Days of (i) a property going “under offer”, (ii) a sale or leasing contract being entered into in respect of a property, or (ii) the property being taken off the market, the Member will either alter the status of the property details in the upload provided to ZPG so that it may be displayed as “under offer” "sold" or “let” as appropriate on the Website(s) or will remove the property from the upload provided to ZPG so that it is no longer displayed on the Website(s);
- 3.1.7. it has the authority to market the properties in the Content;
- 3.1.8. it holds all necessary authorities, consents and licences necessary to use, display, reproduce, publish the Content and has authority to and grants ZPG (and its Group Companies) a licence of the Content on the terms set out in clause 3.2;
- 3.1.9. it has read and will abide by all notices posted on the Website(s) from time to time that are relevant to the provision of the Services;
- 3.1.10 each of its branch offices will only upload details of properties they have received instructions for specifically at each branch office location, and that no branch office will upload details of properties originating from any other branch office location;
- 3.1.11. it shall not use ZPG's name, the name of any Group Company or any Logos, trade or services marks of ZPG or the Group in a defamatory or derogatory manner or in any way that might bring ZPG, the Group or its directors or employees into disrepute nor shall the Member misuse or deface (or allow to be misused or defaced) any Marketing Materials provided to it;
- 3.1.12. it will abide by any applicable industry code of conduct or guidelines issued by any relevant trade organisation and will abide by all applicable laws and regulations applying to or affecting Members including, but not limited to, The Property Misdescriptions Act 1991;
- 3.1.13. it will provide a contactable telephone number. Where a trackable telephone number has been allocated to the Member by ZPG, the Member will use this number to enable ZPG to effectively monitor Leads delivered to the Member and take no actions that would interfere with such monitoring, and the Member agrees that ZPG and its suppliers may record all telephone calls for the purposes of monitoring Leads delivered or replaying Leads to Members; and
- 3.1.14. it shall ensure that only its authorised persons have access to the Services and the Upload Systems and that where it provides Content via the Upload Systems it shall only do so in a format compatible with any technical specifications issued by ZPG from time to time. The member agrees to use this format to display details of the property only, as laid out, and not to use these areas to advertise ancillary company information.
- 3.2. The Member grants ZPG and the Group a non-exclusive, royalty free, perpetual licence to copy, reproduce, display, sell, publish, adapt and otherwise use the Content or data or other information derived therefrom for any purpose whatsoever (including entering into agreements with third parties for the provision of the Content or data derived therefrom). This licence shall survive termination of the Contract. The Member agrees that ZPG and any Group Company may, but shall not be required to, identify the Member as the source of the Content on the Website(s) or in any other medium through which the Content or any derivative thereof is published or displayed.
- 3.3.1. may in its absolute discretion, at any time and without notice to the Member, remove, cause to be removed or decline to display any Content on the Website(s);
- 3.3.2. may without prejudice to ZPG's right as set out in 3.3.1 above, require the Content to be amended at any time if ZPG considers or has reason to believe that the Member is in breach of the Contract or any applicable law or regulation or where it deems in its absolute discretion the Content to be of poor quality in terms of presentation, information provided or otherwise; and
- 3.3.3 reserves the right to charge the Member for additional fees or in a manner it deems appropriate or on a per property basis if ZPG has reason to believe that Content uploaded by any of the Member’s branch offices is in breach of clause 3.1.10 above.
3.4. The Member acknowledges and agrees that:
- 3.4.1 it will continue to be bound by these Member Terms irrespective of whether (i) the individual who has signed and/or agreed to the Member Terms on its behalf subsequently ceases to be employed or otherwise engaged by the Member or subsequently ceases to be authorised to act on behalf of the Member, or (ii) the whole or substantially whole of the Member’s assets are sold or transferred to a different legal entity;
- 3.4.2. neither ZPG nor any Group Company shall be under any obligation to monitor or censor the Content that appears on the Website(s) but ZPG reserves the right for itself (and the Group) to do so;
- 3.4.3. neither ZPG nor any Group Company is responsible for any error or omissions in any Content;
- 3.4.4. as part of the Services the Member may be provided with access to data including that derived from the content and data provided by ZPG's Members and other third parties. ZPG takes reasonable care to ensure that such data is accurate and up to date but makes no representation or warranty about the accuracy or completeness of such data and the data is not intended to be, and must not be treated by a Member as, comprehensive but an aggregation of the content and data available to ZPG at the time of provision and available to the Member in accordance with its level of membership;
- 3.4.5. technological failure may impede the provision of the Services or prevent access to all or any part of the Content displayed on the Website(s) or to the Upload Systems. ZPG makes no representation or warranty that the Website(s), the Services, the Content or the Upload Systems will be accessible or available at all times, or that the whole or any part of the Website(s), Services, the Content or Upload Systems will be free from error and while ZPG will make reasonable endeavours to notify the Member in advance, it may suspend temporarily or alter the operation of the Website(s), Services or the Upload System without notice to the Member;
- 3.4.6. it is responsible for and will pay all telecommunications and internet access charges incurred by it when using the Website(s);
- 3.4.7. transmission of data over the internet can be subject to delays and errors and can cause corruption of data for which neither ZPG nor any Group Company shall be responsible;
3.4.8. from time to time ZPG shall be entitled to increase the fees payable by the Member in the event that, following an assessment by ZPG, it is determined by ZPG that the number of properties displayed on the Website on behalf of the Member has increased such that the number of properties exceeds the average for Members of a similar type. In assessing the number of properties and the applicable average for these purposes:
- an Agent's properties (and those of other Agents) shall be assessed on a per-branch basis by reference to an appropriate geographical area;
- a Developer's properties (and those of other Developers) shall be assessed on a per-Development basis;
- an Online Agent's properties (and those of other Online Agents) shall be assessed by reference to appropriate geographical areas;
and in any event an assessment will be made by reference to any relevant guidelines issued by ZPG from time to time. Any increase in fees will be calculated on either a per-property or per-Development basis so as to fairly reflect the increase in the volume of the Member's displayed properties;
- 3.4.9 ZPG may limit the number of photographs that may be displayed by the Member to 20 images per property;
- 3.4.10. in providing the Services, and in order to provide information of other ZPG products and services, ZPG and the Group Companies may, unless otherwise agreed in writing by ZPG and the Member, contact the Member by electronic means, including e-mail and other electronic media and the Member shall maintain a valid working e-mail address for each of its branch offices and shall immediately notify the Company of any change of e-mail addresses;
- 3.4.11. it shall for the duration of the Contract, take reasonable steps to promote the Website(s) to its customers and display any Marketing Materials provided by ZPG at its premises, provide a link on its website to the Website(s) and include the Logo in its sales and advertising materials. For the purpose of carrying out these obligations only, ZPG grants the Member a non-exclusive licence for the duration of the Contract to use, display and copy the Logo, ZPG name and any trade or services marks used by ZPG or the Group and copyright (or other intellectual property rights) contained in the Marketing Material; and
- 3.4.12. all intellectual property rights in the Services, technology supporting the Services (including the Upload System) and the Website(s) vest in ZPG and/or its licensors/sub-contractors and that the Member has no rights in, or to, such intellectual property other than the right to use the same in accordance with the Contract.
- 3.5. Any third party, purporting to act as agent for or on behalf of a prospective Member, contracting with ZPG for the provision for Services warrants and represents that it has the full and valid authority of that prospective Member to bind it and to the extent that (i) that third party exceeds its authority, and/or (ii) the prospective Member refuses to such pay any Fees or charges that third party shall be liable, on an indemnity basis, for all Fees and any other charges due hereunder.
- 3.6. The Member shall not publish, disclose, reproduce or create any derivative works from any information obtained pursuant to the Member's use of the Services unless expressly agreed in writing by ZPG.
- 3.7. The Member shall promptly notify ZPG if there is any increase or decrease in the number of branch offices operated by the Member.
- 3.8. The Member shall promptly notify ZPG in writing in the event: (i) there are no longer any properties left for sale or rent in a Development; or (ii) it decides that a Development should no longer be listed for any reason.
- 4.1. Fees (plus VAT and any other taxes or duties thereon) and any other charges due hereunder shall be paid by the Member in accordance with these Member Terms and Conditions.
- 4.2. ZPG (or any Group Company as ZPG may determine) shall invoice the Member monthly in advance (or in arrears for Services provided either on a "one-off basis" or on a "Pay per Lead" basis) on or around the 1st day of each month and the invoice shall become payable 14 calendar days after the invoice date. The Member shall pay the Fees to ZPG by direct debit (or by such other method as may be agreed in writing by ZPG) on the due date to such account as ZPG may from time to time advise and where payment is to be made by direct debit the Member hereby authorises ZPG (or a Group Company on its behalf) to collect the payment on the due date.
4.3. If the Member fails to pay any amount due to ZPG (or any Group Company) by the due date for payment then:
- 4.3.1. ZPG on behalf of itself and the Group reserves the right to charge interest on any outstanding amounts at the rate of 4% per annum above HSBC Bank Plc's base lending rate in force from time to time or such higher amount as may be permitted by statute from the due date until settlement of the outstanding sums or discharge of the debt; and
- 4.3.2. without prejudice to any other right or remedy available to ZPG, ZPG shall be entitled to terminate the Contract or suspend provision of the Services (in accordance with clause 7.3 or 7.4. respectively), remove any reference or prevent access to the Content submitted to the Website(s) without notice to the Member and until payment of all outstanding Fees is made in full.
- 4.4. ZPG reserves the right to charge the Member its reasonable administration costs in dealing with any failed payments and/or its costs in relation to pursuing outstanding amounts (including legal fees and expenses).
- 4.5. ZPG reserves the right to require the Member to pay a deposit before making the Services available to the Member. If a deposit is required, it shall be repaid by ZPG to the Member on termination of the Contract, subject to ZPG being permitted to offset any amounts due from the Member under the Contract against any such deposit repayment.
- 4.6. ZPG reserves the right to charge a monthly administration fee of £5 plus VAT on any account where payments are not made by direct debit.
- 4.7. ZPG reserves the right to charge Members an administration fee of £100 plus VAT per branch (in the case of an Agent) or £100 plus VAT per Development (in the case of a Developer) if having terminated one Contract with ZPG they wish to enter into another Contract with ZPG or the Group within 12 months of the termination.
- 4.8. ZPG does not guarantee the quality or quantity of Leads it provides to its Members. No refunds or credits will be given by ZPG for failure to provide a certain number of Leads.
- 4.9. Without prejudice to the generality of clause 1.3, and in addition to clauses 3.3.3 and 3.4.8, ZPG reserves the right to vary its Fees and any structure of charges in place from time to time subject to providing 30 calendar days written notice to the Member. Any services provided after changes have taken effect will be subject to the relevant new Fees and/or new charging structure.
- 5.1. All warranties, conditions, representations or other terms implied by statute or common law in relation to the Website(s) and any Services provided to the Member by ZPG (or any Group Companies) are excluded to the fullest extent permitted by law.
- 5.2. Neither ZPG nor any Group Companies shall be liable to the Member under or in connection with the Contract for any loss of business, contracts, profits, anticipated profits, savings or data, or for damage to hardware and software, or for any indirect, special or consequential loss or damage whatsoever.
- 5.3. Except as provided in clause 5.4, the total liability of ZPG and the Group to the Member for loss or damage under or in connection with the Contract (including any liability for negligence on the part of itself, its directors, employees, agents or assigns) shall not exceed the aggregate amount of Fees (exclusive of VAT) paid by the Member in the three months immediately preceding the month in which the Member incurred the loss or damage occasioning such liability to ZPG or any Group Companies. This limitation of liability may be further limited by the relevant Product Specific Terms and Conditions in respect of any claim relating to Services to which those Product Specific Terms and Conditions apply.
- 5.4. Nothing in the Contract shall exclude or limit liability for death or personal injury resulting from the negligence of ZPG or the Group or for fraud or any other liability that cannot be excluded or limited by law.
- 5.5. Neither ZPG nor any Group Company shall be liable for any liability caused by the Member's breach of the Contract;
- 5.6. Neither ZPG nor any Group Company shall be liable to the Member for any liability of whatsoever nature incurred as a result of the Member using, altering or manipulating any data provided by ZPG or changing the manner in which such data is represented.
- 5.7. The Member accepts full liability for and shall indemnify ZPG (and the Group) on demand against any and all claims, losses, damages, costs and expenses (including reasonable legal and other professional fees) incurred by ZPG (and the Group) in relation to any third party claim arising from the Content or misuse by the Member of the Services except to the extent that the foregoing results directly from the negligence of ZPG (or any Group Company).
- 5.8. The Member agrees that this clause 5 is fair and reasonable.
ZPG and the Member agree to keep any and all Confidential Information that is obtained about the other strictly confidential. "Confidential Information" means any information or matter concerning the business, finances, technology or affairs of the other party which is not in the public domain (other than by breach of this clause) but shall not include any information that either party is required to disclose by law or which has come into the public domain other than by breach of this clause. This clause shall survive termination of the Contract.
Termination and effect of termination
- 7.1. Each Contract shall continue until terminated in accordance with these Member Terms and Conditions.
7.2. Subject to clause 7.7, ZPG or the Member shall be entitled to terminate the Contract at will:
- 7.2.1. where no Initial Term is specified in the Order Form, on at least 30 calendar days written notice, to the other party such notice to expire at the end of a calendar month; and
- 7.2.2. where an Initial Term is specified in the Order Form, on at least 30 calendar days written notice (to expire at the end of a calendar month falling not before the expiry of the Initial Term).
- 7.3. In the event ZPG receives notification from a Member pursuant to clause 3.8, that Member shall be entitled to terminate that part of its Contract relating to the applicable Development (but no other part of its Contract) at the end of the calendar month in which ZPG receives the notification.
7.5 Either party may terminate the Contract immediately upon written notice to the other party if the other party
- 7.5.1. commits any material or persistent breach of the Contract and, in the case of breaches capable of remedy, that other party fails to remedy the same within 14 calendar days of receipt of a written notice giving particulars of the breach and requiring it to be remedied; or
- 7.5.2. has a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets or shall pass a resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all the liabilities of it) or a court of competent jurisdiction shall make an administrative order or liquidation order or similar order, or shall enter into any voluntary arrangement with its creditors or is unable to pay its debts as they fall due; or
- 7.5.3. if the other party is subject to a Force Majeure Event that continues for longer than one month.
- 7.6. Without limiting any other rights contained in these Member Terms and Conditions or any relevant Product Specific Terms and Conditions, ZPG (or any Group Companies on its behalf) may immediately, suspend provision of the Services or access to or temporarily remove any Content from the Website(s) (or cause any of those things to occur) if the Member breaches the Contract and fails to rectify that breach immediately upon receipt of notice requiring rectification.
7.7. On termination of the Contract for whatever reason:
- 7.7.1. all Fees and any other sums due from the Member to ZPG (or any Group Companies) shall immediately become payable and the Member shall immediately pay ZPG such sums in full;
- 7.7.2. the licences referred to in clause 3.4.10 (or contained in any Product Specific Terms and Conditions) shall immediately terminate; and
- 7.7.3. the Member shall immediately cease using the Services and permanently delete any access passwords for the Services or the Upload Systems.
- 7.8. Termination or suspension shall not affect the accrued rights or liabilities of ZPG, or any Group Companies or the Member nor, in the case of termination, any provision of the Contract which is expressed as surviving the Contract or which is required to survive the Contract to give effect thereto.
- 7.9. Where the provision of Services ordered by a Member are stated as being subject to a Minimum Term, the Member may not serve notice to terminate the Contract until the expiry of such Minimum Term and where a Member's Initial Term expires before the expiry of such Minimum Term, the Initial Term shall be deemed extended until the expiry of the Minimum Term.
Neither ZPG (or any Group Companies) nor the Member shall be liable for any delay or non-performance under the Contract caused by a Force Majeure Event provided that the party affected gives prompt notice in writing to the other party of such event and uses reasonable endeavours to continue to perform its obligations under the Contract.
- 9.1 The Member, and subject to clause 9.2 ZPG, shall comply with the DPA in relation to use of Personal Data obtained from users of the Website(s), shall only use that Personal Data for the specific purpose(s) it was obtained for and shall take appropriate technical, organisational and security measures to prevent loss or unauthorised access or use of Personal Data.
- 9.2 The Member warrants and represents that, to the extent that it provides ZPG directly or indirectly with the Personal Data relating to any individual it shall have obtained that individual's consent to (i) process, use and store that Personal Data for the purpose of providing of the Services and (ii) transmit that Personal Data to ZPG and other third parties (including those in countries outside the European Economic Area that do not maintain adequate data protection standards) to process, use and store for the purpose of providing of the Services.
Compliance with Relevant Requirements
10.1 The Member shall:
- 10.1.1 comply with the Relevant Requirements;
- 10.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
- 10.1.3 have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and clause10.1(b), and will enforce them where appropriate;
- 10.1.4 promptly report to the ZPG any request or demand for any undue financial or other advantage of any kind received by the Member in connection with the performance of this agreement;
- 10.1.5 immediately notify ZPG (in writing) if a foreign public official becomes an officer or employee of the Member and the Member warrants that it has no foreign public officials as officers or employees at the date of this agreement);
- 10.1.6 on ZPG’s request, certify to ZPG in writing signed by an officer of the Member, compliance with this clause 10 by the Member. The Member shall provide such supporting evidence of compliance as ZPG may reasonably request.
- 10.2 Breach of this clause 10 shall be deemed a material breach.
- 10.3 For the purpose of this clause 10, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
- 11.1. Nothing in these Member Terms and Conditions or any Product Specific Terms and Conditions shall be deemed to create an exclusive arrangement between the Member and ZPG (or any Group Companies ) nor any agency, partnership or joint venture between the parties.
- 11.2. The Member may not assign, transfer or dispose of the benefit or burden of the Contract without the prior written consent of ZPG.
- 11.3. If any provision of the Contract shall be held to be illegal, void, invalid or unenforceable the legality, validity and enforceability of the remainder of the Contract shall not be affected.
- 11.4. No failure or delay by ZPG (or any Group Company on its behalf) or the Member in exercising any of its rights or remedies under the Contract shall operate as a waiver of those rights or remedies. No waiver of any breach of the Contract shall be effective unless in writing and shall apply only in relation to the matter in respect of which it was specifically given. No waiver of any breach of the Contract shall be deemed to be a waiver of any subsequent or other breach of the Contract.
- 11.5. Any notice required or permitted to be given by either party to the other under the Contract shall be in writing and addressed to that other party at its registered office or principal place of business, faxed to its facsimile number set out on the Order Form or nominated email address set out on the Order Form . Any notice or document shall be deemed to have been served (i) if delivered, at the time of delivery, (ii) if posted, two Working Days after it was put into the post, or (iii) if sent by facsimile or e-mail at the time of despatch. In proving service of a notice or document it shall be sufficient to prove that delivery was made or that the envelope containing the notice or document was properly addressed and posted as a prepaid first class letter or that the facsimile or e-mail message was properly addressed and despatched as the case may be.
- 11.6. No person other than the parties to the Contract and members of ZPG's Group have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This does not affect any right or remedy of any third party that exists or is available apart from that Act.
- 11.7. The Contract shall be governed by and construed in accordance with English law and ZPG and the Member submit to the exclusive jurisdiction of the English courts.
Last updated April 2016.