Product Specific Terms and Conditions
Audience Connect Terms and Conditions
Capitalised terms used in these Terms and Conditions and not otherwise defined below shall have the meanings assigned to them in the Member Terms and Conditions, unless the context otherwise requires.
In these Terms and Conditions, the following terms shall have the following meanings:
"Audience Connect Order Form" means the order form for the Audience Connect Services (as agreed, amended or added to from time to time);
"Audience Connect Services" means the services provided by Zoopla to you as set out in the Audience Connect Order Form;
"Commencement Date" means the commencement date of the Audience Connect Services set out in the Audience Connect Order Form;
"Content" means any and all content, data, advertisements, creatives 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, You to Zoopla or any member of its Group for the purposes of carrying out the Audience Connect Services;
"Fees" means the amounts due to Zoopla (or any member of its Group) by You under the Audience Connect Order Form;
"Initial Term" means the initial term, if any, set out in the Audience Connect Order Form or agreed by the parties in writing;
"Member Terms and Conditions" means the terms and conditions found at www.zoopla.co.uk/members/terms;
“Renewal Term” has the meaning set out in clause 14 below;
"Terms and Conditions" means these Audience Connect Services terms and conditions;
"You" means the Agent or the Developer listed in the Audience Connect Order Form; and
"Zoopla" or "the Company" means Zoopla Limited, a company incorporated in England and Wales with Company No. 06074771 whose Registered Office is at The Cooperage, 5 Copper Row, London, SE1 2LH.
These Terms and Conditions shall be between You and Zoopla and by entering into the Audience Connect Order Form, You acknowledge that it shall incorporate these Terms and Conditions and the Member Terms and Conditions, which shall be legally binding upon You from the Commencement Date provided that You have supplied Zoopla with all of the Content required by Zoopla to carry out the Audience Connect Services. For the avoidance of doubt, clause 7.2 of the Member Terms and Conditions shall not apply to the Audience Connect Order Form.
These Terms and Conditions relate specifically to the provision by Zoopla of the Audience Connect Services and apply in addition to, not to the exclusion of, the Member Terms and Conditions which, unless otherwise agreed with Zoopla in writing apply to all Services provided by it (including the Audience Connect Services) and the Member agrees to comply with these Terms and Conditions as well as the Member Terms and Conditions in relation to its receipt of Audience Connect Services as well as any other Product Specific Terms and Conditions that pertain to other Services it receives from Zoopla.
You agree and acknowledge that the Audience Connect Services (i) are considered to be ‘pre-release' and are still undergoing development, testing and evaluation in its beta testing stage, (ii) are provided to you on an ‘AS IS' or ‘AS AVAILABLE' basis and may contain bugs, errors and other problems associated with being a beta service and to the extent permitted by applicable law, Zoopla expressly disclaims all representations, warranties, guarantees (save for any click volumes set out in the Audience Connect Order Form) and conditions of any kind (whether express or implied), including any warranties that the Audience Connect Services will meet Your requirements; and (iii) may be subject to further testing by Zoopla in the course of providing the Audience Connect Services to you including, but not limited to, A/B testing of Your advertisement copies, audiences, user journeys and content placement.
Subject to these Terms and Conditions and the Member Terms and Conditions, Zoopla (or any member of its Group as Zoopla may determine) will provide You with the Audience Connect Services in accordance with the Audience Connect Order Form. Zoopla may vary the Audience Connect Services (including amending the campaign criteria, length of the campaign or target audience in order to maximise performance) from time to time with or without notice to You.
You warrant and represent that:
a) You shall provide Zoopla with all of the Content required by Zoopla to carry out the Audience Connect Services;
b)Any Content you provide shall comply with the Member Terms and Conditions;
c) You own the copyright and/or possess all relevant rights to the Content to be used by Zoopla to carry out the Audience Connect Services;
d) Content will comply with all applicable laws, regulations and advertising codes of practice in the United Kingdom and will not be defamatory or infringe any copyright, trademark or other intellectual property rights or rights of any third party whatsoever;
e) You understand that the Audience Connect Services may utilise a number of third party tools and websites. You acknowledge that Zoopla does not own or control these third party tools and that Zoopla shall not be liable for any errors, omissions, delays or failures to the Audience Connect Services as a result of a third party tool or website.
f) You will not provide any Content which is deliberately intended to upset other users, to breach confidence, to compromise privacy or to process personal data in an unauthorised manner;
g) You will not provide any Content which may encourage criminal conduct or which may give rise to civil liability;
h) You will not place within any Content any links which will take users to unlawful material or material that contravenes these Terms and Conditions;
You shall indemnify Zoopla (and any member of its Group) against all losses and expenses incurred by them in relation to any third party claim arising from the Content.
You agree not to use the Audience Connect Services for:
a) the posting, uploading, emailing or other transmission of any unsolicited or unauthorised advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", "affiliate schemes", or any other so called "business opportunity" or any other form of solicitation or commercial exploitation; or
b) the posting, uploading, emailing or other transmission of any material that contains software viruses or any other computer code, files or programs designed to interrupt, restrict, destroy, limit the functionality of or compromise the integrity of any computer software or hardware or telecommunications equipment.
Zoopla may publish and make available to the public by any means any Content that You submit, post, upload, email or otherwise transmit to it at its sole discretion and it shall not amend any such material prior to publication.
If Your Content links to another website, You are responsible for maintaining the links to the linked website. Zoopla may remove any Content which is, or contains links to a website which is, in Zoopla's opinion, defamatory, illegal or objectionable or will bring Zoopla into disrepute. You will indemnify Zoopla from and against any claims or liability arising from the content of websites that are linked to from Your Content.
Zoopla reserves the right to remove Your Content completely if it believes that You are abusing the Audience Connect Services in any way.
Fees (plus VAT and any other taxes or duties thereon) for each campaign and any other charges due under the Audience Connect Order Form shall be paid by You monthly in advance in accordance with the Member Terms and Conditions.
You acknowledge and agree that all intellectual property rights in the Audience Connect Services, technology supporting the Audience Connect Services, vest in Zoopla and/or its licensors/sub-contractors and that You have no rights in, or to, such intellectual property other than the right to use the same in accordance with the Contract.
In no event shall Zoopla (or any member of its Group) be liable to You or any third party in contract, tort (including, without limitation, negligence), statutory duty or otherwise arising out of or in connection with the Audience Connect Services for (a) consequential, indirect or special loss or damage; (b) any loss of goodwill or reputation; (c) loss of contracts, business and/or opportunity; (d) loss of profits; (e) loss of revenue or anticipated savings; (f) any economic and/or other similar losses; and/or (g) any failure to reach click volumes as a result of Your breach of the Agreement (including, but not limited to, clause 5.a); and in each case such liability is excluded whether it is foreseeable, known, foreseen or otherwise and whether such losses are direct, indirect, consequential or otherwise.
Each Audience Connect Order Form shall commence on the Commencement Date and shall continue until terminated in accordance with clause 15 below or in accordance with the Member Terms and Conditions. The Audience Connect Order Form shall continue for the Initial Term (unless terminated in accordance with the Member Terms and Conditions), after which the Audience Connect Order Form shall automatically renew for successive periods of 3 months (each a “Renewal Term”).
During an Initial Term or Renewal Term, Zoopla or You shall only be entitled to terminate the Audience Connect Order Form for convenience on at least 2 weeks’ notice, such termination to take effect on expiry of the Initial Term or Renewal Term (as applicable).
Zoopla and its Group Companies' total liability to You (whether in contract, tort or otherwise) arising out of or in connection with the Audience Connect Services shall be limited to the aggregate amount of Fees (excluding VAT) paid by You for the Audience Connect Services in the three months immediately preceding the month in which You incurred the loss resulting in liability of Zoopla or the relevant Group Company.
Last updated: August 2021%method>