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Product Specific Terms and Conditions

Partnership Marketing Terms & Conditions

"Brand Guidelines” means Zoopla’s brand guidelines as updated from time to time; 

“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 Group Company for the purposes of carrying out the Services;

“Content Guidelines” means the guidelines supplied to You by Zoopla from time to time specifying the file type, file size, email artwork, product or service information requirements and any additional industry guidelines relating to the method of delivery of the Content or the form of Content as may be updated from time to time; 

"Delivery Date" has the meaning set out in clause 3.1 below;

"Effective Date" means the date both Parties have signed the Order Form;

"End Date" means the date Zoopla shall cease to provide the Services to you as set out in the Order Form;

"Fees" means the Retainer Fees and the Revenue Share, plus any additional rates and charges due to Zoopla (or any Group Companies) by you as agreed in the Order Form (which shall include email or as varied from time to time in accordance with Clauses 4.10 and 4.11 of the Member Terms and Conditions); 

"Member Terms and Conditions" has the meaning set out in set out in Clause 1 of these Partnership Marketing Terms and Conditions;

“Minimum Revenues” means the minimum revenue specified on the Order Form which must be paid to Zoopla;

"Partnership Marketing Terms and Conditions" means these terms and conditions;

“Retainer Fees” means the fees specified in the Order Form;

“Revenue Share” means the percentage share of the gross revenue received by You as a result of any Transaction which is entered into by a Zoopla Lead; 

"Services" means advertising services specified in the Order Form. The Services will be provided by Zoopla (or its Group Companies);

"Start Date" means the date Zoopla has confirmed the Services will go live;

“Target Audience” means a segment of the UK population which can be clearly defined and which You are aiming to market your products and/or services to; 

“Transaction” means a sale of goods or services as a result of Zoopla providing the Services to You or as a result of any Zoopla Leads generated by Zoopla click throughs or display advertising. 

"You" means the Company, individual or entity set out in the Order Form; 

"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;

“Zoopla Lead” means any customer which clicks on any Content hosted on the Website or otherwise communicated by Zoopla to the customer (including but not limited to emails or AdReach services); 

“Website” means any mobile application, the website located at www.zoopla.co.uk and any other website whose domain is owned or controlled or powered by Zoopla or any Group Company as Zoopla may determine and via which Services are provided;

1. These Partnership Marketing Terms and Conditions shall be between You and Zoopla and shall incorporate the Order Form and the Member Terms and Conditions, found at www.zoopla.co.uk/members/terms ("Agreement"). In the event of conflict, the terms of the Order Form then these Partnership Marketing Terms and Conditions shall take precedence over the Member Terms and Conditions. The Agreement shall take effect from the Effective Date.

2. Subject to these Partnership Marketing Terms and Conditions, Zoopla (or any Group Company as Zoopla may determine) will provide You with the Services from the Start Date to the End Date. Zoopla may vary the Services (including amending the advertising campaign criteria, length of the advertising campaign in order to maximise performance) from time to time with or without notice to You.

3. Cancellation or Delay:

3.1 You will ensure that all Content is finalised and sent to Zoopla in accordance with the Content Guidelines at least 5 Business Days prior to the Start Date ("Delivery Date"). If You fail to deliver the Content by the Delivery Date, all Retainer Fees shall become immediately due and payable and Zoopla may, at its absolute discretion, terminate this Agreement or delay the Start Date.

3.2 You may elect to cancel the Services and terminate this Agreement prior to the Start Date provided that you give written notice to Zoopla and subject to Your payment of the following Fees in accordance with the terms of the Member Terms and Conditions:

Date of Termination Notice

Percentage of Retainer Fees Payable*

25+ days prior to Start Date

25%

15-24 days prior to Start Date

50%

0-14 days prior to Start Date

100%

*exclusive of VAT which shall be payable by You in addition. ("Cancellation Fees")

3.3 You hereby acknowledge and agree that the Cancellation Fees are fair and reasonable and are an accurate reflection of the loss suffered by Zoopla as a result of Your cancellation.

4. You agree not to use the Service for:

4.1 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;

4.2 for 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.

5. Your Obligations 

You hereby acknowledge that Zoopla selects its Marketing Partners carefully and by agreeing to these Partnership Marketing Terms and Conditions you hereby covenant to comply with the following obligations during the Term of this Agreement: 

5.1  Content

(a)  Unless otherwise specified in the Order Form, you are responsible for supplying all Content to Zoopla. Zoopla shall not be liable for any failure to provide the Services where such failure derives from your failure or delay in supplying the Content in accordance with the terms herein. 

(b) All Content must comply with these Partnership Marketing Terms and Conditions and the Content Guidelines, and must be relevant to the product, goods or services which You are selling. 

(c) Content must be of a high quality and you must supply at least 6 new forms of Content (the exact form of the Content to be agreed with Zoopla in writing) each month during the Term. You acknowledge that in order to effectively deliver the Services, Zoopla must be provided with suitable, engaging Content which is revised on a regular basis.  

(d) Content must be developed for the Target Audience and You must inform Zoopla in advance of the Delivery Date(s) who the Target Audience is. 

(e) You own the copyright and/or possess all relevant rights to the Content to be used by Zoopla to carry out the Services. You will indemnify Zoopla from and against any claims, losses, fines or other liability arising from the any third party claims relating to Your Content.;

(f) Content will comply with all applicable laws, regulations and codes of practice in the United Kingdom (including but not limited to codes of conduct issued by the Advertising Standards Agency) and will not be defamatory or infringe any copyright, trademark or other intellectual property rights or rights of any third party whatsoever;

(g) 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;

(h) You will not provide any Content which may encourage criminal conduct or which may give rise to civil liability;

(i) You will not place within any Content any links which will take users to unlawful material or material that contravenes these Partnership Marketing Terms and Conditions.

(j) If Your Content links to another website or to the Microsite, You are responsible for maintaining the links to the linked website. Zoopla may remove from the Website 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.

5.2 Data Analytics 

(a) You shall provide a live dashboard to Zoopla detailing: conversion rates resulting from Zoopla Leads, number of leads received from Zoopla, pipeline, any changes to the Target Audience and such other information as Zoopla may reasonably request. 

(b) You will attend meetings with Zoopla to collaborate on methods to optimise the Services and Content and to maximise revenue generation for both parties. 

(c) You shall co-operate with and provide all reasonable assistance requested by Zoopla from time to time. 

(d) You shall utilise a legally-compliant tracking method to identify Zoopla Leads.

5.3 Microsite

(a) You will build, maintain and host a co-branded microsite in accordance with Zoopla’s Brand Guidelines (“Microsite”) throughout the Term. The Microsite must be developed and ready to launch by the Delivery Date unless otherwise agreed with Zoopla in writing. 

(b) Zoopla may request alterations or changes to the Microsite to optimise provision of the Services. You will implement any such requests within 5 Business Days of such request unless otherwise agreed in writing with Zoopla. 

(c) All costs associated with compliance with this clause 5.3 shall be borne by You.

5.4 Resources 

You shall ensure that you have sufficient resources in place to process all Zoopla Leads within a reasonable timeframe. All relevant staff and employees shall be suitably trained in order to actively support the Zoopla Leads.   

5.5 Complaints Procedures 

You must put in place a legally compliant complaints procedure for all customers who visit the Microsite and/or purchase Your products or services (“Complaints Procedure”). Details of the Complaints Procedure must be clearly displayed on the Microsite and you must endeavour to provide a response to any customer complaint within 48 hours of such complaint being received.

5.6 You must pay the Fees and Revenue Share in accordance with clause 7 below.

6. Zoopla Obligations 

6.1 Zoopla shall supply the Services in accordance with the terms set out in the Order Form. 

6.2 Zoopla shall rotate the Content supplied by You throughout the Term to help optimise click through and conversion rates. 

6.3 Zoopla will attend meetings with You to collaborate on methods to optimise the Services and Content and to maximise revenue generation for both parties. Zoopla will agree the frequency of the meetings with You.

7. Fees and Revenue Share

7.1 You shall pay any Fees set out in the Order Form in accordance with the terms set out on the Order Form and the Member Terms and Conditions. If the Order Form and Member Terms and Conditions conflict, the terms set out on the Order Form shall prevail.

7.2 Zoopla shall be entitled to the Revenue Share in respect of each Transaction.  You will pay all such Revenue Share to Zoopla in accordance with the payment terms set out in the Member Terms and Conditions. 

7.3 You shall, as soon as reasonably practicable after the end of each calendar month, prepare and submit to Zoopla a reconciliation statement of the Revenue Share paid in that month.

7.4 As soon as practicable after the end of each period of twelve months from the Start Date or an anniversary of that date, the parties shall review the amounts paid as Revenue Share in the relevant period and shall make a balancing payment to reflect the difference between the aggregate amount actually paid and the amount due in respect of that period. Any payments due under this clause 7.4 shall be paid within 30 calendar days of the parties agreeing the amount of the balancing payment.

7.5 You shall ensure that up-to-date details of all Transactions are available to Zoopla at all times from the Start Date.

7.6 You shall allow Zoopla or Zoopla’s authorised representatives or agents to have access to your premises at all reasonable times in order to audit and take copies of your books, accounts, statements and records related to this Agreement.

7.7 The Revenue Share shall be payable to Zoopla in pounds sterling.

7.8 All sums payable under this Agreement are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question. All payments due hereunder shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payer is required by law to deduct withholding tax from sums payable to the payee.

7.9 Interest on late payments shall be due in accordance with the Member Terms and Conditions.

7.10 You shall keep a separate account and records in respect of the Revenue Share (including refunds given) and all matters set out in this Agreement and shall permit the duly appointed representatives of the other party at all reasonable times to inspect all such accounts and records and to take copies of them. For the avoidance of doubt, all rights in such records (including database right and copyright) shall belong to the party which keeps them.

7.11 On termination of this Agreement, the Revenue Share in respect of each transaction shall continue to be due and payable to Zoopla for a period of 12 months.

8. Termination 

8.1 In addition to the termination rights set out in the Member Terms and Conditions, Zoopla may terminate the Agreement if:

  1. you abuse the Service in any way; 

  2. there is a material breach or consistent breaches of these Partnership Marketing Terms and Conditions; and 

  3. You fail to pay the Fees, Revenue Share or Minimum Revenues to Zoopla within 14 calendar days of receipt of written notice. 

8.2 Zoopla may terminate this Agreement for convenience on written notice by giving no less notice than that specified on the Order Form.

9. This Agreement shall terminate on the End Date. Clauses 3 and 7 of these Partnership Marketing Terms and Conditions shall survive termination of this Agreement.

10. 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.

11. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

 

Last updated: August 2020