Product Specific Terms and Conditions
Product Testing 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:
"Commencement Date" means the date on which You or your employees, agents or staff access any Product Testing Services;
"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 Product Testing Services;
"Fees" means the amounts due to Zoopla (or any member of its Group) by You as agreed in writing;
"Initial Term" means the initial term agreed by the parties in writing;
"Member Terms and Conditions" means the terms and conditions found at www.zoopla.co.uk/members/terms;
"Terms and Conditions" means these Product Testing Terms and Conditions;
"Product Testing Services" means any services, products or applications made available to You by Zoopla (or a member of its Group);
"You" means the entity named on the cover letter; 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 accessing the Product Testing Services, You agree to be bound by 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 Product Testing Services.
These Terms and Conditions relate specifically to the provision by Zoopla of the Product Testing 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 Product Testing 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 Product Testing 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 Product Testing Services (i) are considered to be ‘pre-release' and are still undergoing development, testing and evaluation in its 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 testing service and to the extent permitted by applicable law, Zoopla expressly disclaims all representations, warranties, guarantees and conditions of any kind (whether express or implied), including any warranties that the Product Testing Services will meet Your requirements; and (iii) may be subject to further testing by Zoopla in the course of providing the Product Testing Services to you. You also agree and acknowledge that Zoopla has not made any representations, promises or guarantees that the Product Testing Services will be made generally available to its Members in the future. In exchange, You acknowledge and agree that You are being charged lower testing fees or no fee for the Product Testing Services.
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 Product Testing Services. Zoopla may vary or discontinue the Product Testing Services from time to time with or without notice to You.
You warrant and represent that:
5.1 You shall provide Zoopla with all of the Content required by Zoopla to carry out the Product Testing Services;
5.2 Any Content you provide shall comply with the Member Terms and Conditions;
5.3 You own the copyright and/or possess all relevant rights to the Content to be used by Zoopla to carry out the Product Testing Services;
5.4 Content will comply with all applicable laws, regulations and 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;
5.5 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;
5.6 You will not provide any Content which may encourage criminal conduct or which may give rise to civil liability;
5.7 You will not place within any Content any links which will take users to unlawful material or material that contravenes these Terms and Conditions;
5.8 You will not provide any Content which contravenes the relevant codes of conduct imposed by the Advertising Standards Authority; and
5.9 You will undertake Your obligations as set out in the cover letter.
You agree not to use the Product Testing 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;
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; or
c) for any other purpose for which the Product Testing Services were not designed.
Zoopla may utilise any Content that You submit, post, upload, email or otherwise transmit via the Product Testing Services for internal business purposes and for improving the Product Testing Services.
If Your Content links to another website, You are responsible for maintaining the links to the linked website. Zoopla may remove from the Product Testing Services 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 Advertisement.
Zoopla reserves the right to remove Your Content and terminate your access to the Product Testing Services completely if it believes that You are abusing the Product Testing Services in any way.
Fees (plus VAT and any other taxes or duties thereon) and any other charges agreed in writing shall be paid by You monthly in arrears in accordance with the Member Terms and Conditions.
You acknowledge and agree that all intellectual property rights in the Product Testing Services, any feedback You (including Your employees and staff) provide prior to use or when using the Product Testing Services, technology supporting the Product Testing 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 Agreement.
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 Product Testing 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.
Zoopla and its Group Companies' total liability to You (whether in contract, tort or otherwise) arising out of or in connection with the Product Testing Services shall be limited to the aggregate amount of Fees (excluding VAT) paid by You for the Product Testing 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.
Zoopla may terminate this Agreement with immediate effect at any time and without notice. You may terminate this Agreement by serving not less than 14 days’ written notice.
Last updated: December 2021%method>