Product Specific Terms and Conditions
Terms and Conditions
- These Terms and Conditions relate to the provision by Zoopla of Zoopla Tools and apply in addition to the Member Terms and Conditions. By using Zoopla Tools, the Member agrees to comply with these Terms and Conditions as well as the Member Terms and Conditions.
- If there is a conflict between these Terms and Conditions and the Member Terms and Conditions:
- in relation to matters specifically relating to Zoopla Tools, these Terms and Conditions shall prevail; and
- in relation to all other matters, the Member Terms and Conditions shall prevail.
Definitions and interpretation
- Defined terms used in these Terms and Conditions shall, unless otherwise indicated, have the same meanings as those given to them in the Member Terms and Conditions and references to clauses shall be to clauses in these Terms and Conditions, unless otherwise indicated.
The following additional definitions apply in these Terms and Conditions:
Authorised Users means those employees, agents and independent contractors authorised by the Member to use Zoopla Tools;
Custom Development means any Update or New Release commissioned from Zoopla by or on behalf of the Member;
Downtime means any time during which Zoopla Tools is unavailable to the Member;
Member Data means any data inputted into Zoopla Tools by the Member or any Authorised User or by Zoopla on behalf of the Member (and any Member Data shall be considered "Content" for the purposes of the Member Terms and Conditions);
Member Terms and Conditions means the terms and conditions for Members of Zoopla as set out on the Website(s) (as amended from time to time) and which, together with these Terms and Conditions and other relevant Product Specific Terms and Conditions, govern the Contracts between Zoopla and its Members;
New Release means any new release of Zoopla Tools which from time to time is publicly marketed and offered for subscription by Zoopla in the course of its normal business, being a release, which contains such significant differences from the previous releases to be generally accepted in the marketplace as constituting a new version of Zoopla Tools;
Subscription Term means the duration of the Member's subscription to Zoopla Tools, as set out in the Order Form;
Terms and Conditions means these Product Specific Terms and Conditions relating to Zoopla Tools;
Trial Period is defined in clause 4.1;
Trial Services is defined in clause 4.1;
Update means a release of Zoopla Tools that corrects faults, adds functionality or otherwise amends or upgrades Zoopla Tools, but which does not constitute a New Release (and "Updated" shall be construed accordingly);
User Subscriptions means the user subscriptions purchased by the Member which entitle Authorised Users to access and use Zoopla Tools in accordance with the Contract;
Virus means any thing or device (including any software, code file or programme) which may: (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or (iii) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
Zoopla Tools means Zoopla's proprietary hosted software solution currently known as "Zoopla Tools"; and
Zoopla Tools Data means the Personal Data specified in clause 7.2 that Zoopla hosts on Zoopla Tools on behalf of the Member.
Supply of Zoopla Tools
During any Subscription Term, Zoopla shall use commercially reasonable endeavours to make Zoopla Tools available to the Member 24 hours a day, seven days a week, but the Member acknowledges that there may be Downtime for:
- planned maintenance; or
- unscheduled maintenance; or
- circumstances outside of Zoopla’s reasonable control.
- Zoopla Tools does not include any New Releases or Custom Developments.
- During any Subscription Term, Zoopla shall use commercially reasonable endeavours to make Zoopla Tools available to the Member 24 hours a day, seven days a week, but the Member acknowledges that there may be Downtime for:
If Zoopla agrees to provide a beta or trial version of Zoopla Tools to the Member (or a beta or trial version of new functionality within Zoopla Tools) (Trial Services), the trial period will run from the commencement of the Trial Services until the earlier of:
- the expiry of the trial period notified to the Member by Zoopla; or
- the start of a Subscription Term for any related use of Zoopla Tools, (the Trial Period).
- The Member acknowledges that the Trial Services are provided on an "as is" basis. All warranties and representations (whether express or implied), including as to the quality, accuracy, completeness or fitness for purpose of the Trial Services are, to the fullest extent permitted by law, excluded.
- On expiry of the Trial Period, Zoopla may delete any Member Data entered by the Member into any Trial Services, unless the Member purchases a subscription to Zoopla Tools before expiry or termination of the Trial Period.
- If Zoopla agrees to provide a beta or trial version of Zoopla Tools to the Member (or a beta or trial version of new functionality within Zoopla Tools) (Trial Services), the trial period will run from the commencement of the Trial Services until the earlier of:
By using Zoopla Tools, the Member agrees that Zoopla may amend the Fees payable by the Member:
- to include the additional monthly Fees for Zoopla Tools set out in the Order Form; and
- to include any additional Fees payable by the Member as a result of pay-per-use functions within Zoopla Tools (or the purchase of credits for those pay-per-use functions).
- If the Member purchases credits to use any pay-per-use service within Zoopla Tools, the Member must use those credits within 12 months after purchase, after which point the credits shall expire. The Member shall not be entitled to any refund or credit in relation to any unused credits which expire.
- By using Zoopla Tools, the Member agrees that Zoopla may amend the Fees payable by the Member:
- Zoopla hereby grants to the Member a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to access and use Zoopla Tools during the Subscription Term solely for the Member’s internal business operations.
In relation to Authorised Users, the Member undertakes that:
- the maximum number of Authorised Users that it authorises to access and use Zoopla Tools shall not exceed the number of User Subscriptions it has purchased;
- it will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use Zoopla Tools;
- each Authorised User shall keep a secure password for his or her use of Zoopla Tools, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his or her password confidential;
- it shall maintain a written, up to date list of current Authorised Users and provide such list to Zoopla within five Working Days after Zoopla’s written request at any time;
- it shall permit Zoopla to audit the Member’s use of Zoopla Tools to establish the name and password of each Authorised User;
- if any of the audits referred to in clause 6.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Zoopla’s other rights, the Member shall promptly disable such passwords and Zoopla shall not issue any new passwords to the relevant individual; and
- if any of the audits referred to in clause 6.2(e) reveal that the Member has underpaid Fees for Zoopla Tools to Zoopla, then without prejudice to Zoopla’s other rights, the Member shall pay to Zoopla an amount equal to such underpayment within 10 Working Days after the date of the relevant audit.
The Member shall not access, store, distribute or transmit any Viruses or any material using Zoopla Tools that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability; or
- is otherwise illegal or causes damage or injury to any person or property,
The Member shall not:
- except as permitted by law or as necessary to access and use Zoopla Tools in accordance with the Contract:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Zoopla Tools in any form or media or by any means; or
- attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Zoopla Tools; or
- access all or any part of Zoopla Tools to build a product or service that competes with Zoopla Tools; or
- license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make Zoopla Tools available to any third party except the Authorised Users; or
- attempt to obtain, or assist third parties in obtaining, access to Zoopla Tools other than as provided under this clause 3.
- except as permitted by law or as necessary to access and use Zoopla Tools in accordance with the Contract:
- Clauses 9.4 to 9.7 (inclusive) of the Member Terms and Conditions shall apply with respect to Zoopla Tools (except that references to “ZooplaPro Data” shall be replaced with “Zoopla Tools Data”). The Member and Zoopla acknowledge that, for the purposes of the Data Protection Legislation, the Member is the Controller and Zoopla is the Processor of the Zoopla Tools Data.
The categories of Zoopla Tools Data to be processed by Zoopla and the processing activities to be performed under the Contract are:
Subject matter: Provision of Personal Data hosting as part of the Zoopla Tools service. Duration: Subscription Term Nature and purpose of processing: Zoopla provides the Zoopla Tools service to Members. The Zoopla Tools service enables Members to store and view certain Personal Data in Zoopla Tools and to conduct referrals to move-related service providers. Types of personal data being processed: Referral information and Authorised User information. Categories of data subject: Members’ clients and Authorised Users.
Indemnity and disclaimers
The Member shall indemnify Zoopla against all losses and expenses incurred by Zoopla arising out of or in connection with:
- the Member’s use of Zoopla Tools other than in accordance with the Contract;
- any breach by the Member of applicable law and regulation (including any breach of the Data Protection Legislation); and
- any allegation or claim brought by a third party alleging that Zoopla’s use of any materials provided by the Member (including the Member Data) in accordance with the Contract infringes a third party’s intellectual property rights.
- does not warrant that:
- the Member’s use of Zoopla Tools will be uninterrupted or error-free; or
- Zoopla Tools or any information obtained by the Member using Zoopla Tools will meet the Member’s requirements; and
- is not responsible for any delays, delivery failures or other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Member acknowledges that Zoopla Tools may be subject to limitations, delays and other problems inherent in the use of such communications networks and facilities.
- does not warrant that:
- Zoopla Tools contains service provider listings and links to other websites and resources provided by third parties. These listings and links are provided for your information only and should not be interpreted as approval, endorsement or recommendation by Zoopla of those third parties or any information or services you may obtain from them.
- The Member shall indemnify Zoopla against all losses and expenses incurred by Zoopla arising out of or in connection with:
On termination of the Subscription Term for any reason:
- the Member shall immediately cease all use of Zoopla Tools; and
- Zoopla may destroy or otherwise dispose of any Member Data in its possession or control unless Zoopla receives, no later than 60 days after termination of the Subscription Term, a written request for delivery to the Member of the then-most-recent copy of the Member Data in Zoopla’s possession or control. Zoopla shall use commercially reasonable endeavours to deliver the copy to the Member within 30 days after receipt of such written request, provided that the Member has, at that time, paid all Fees outstanding at and resulting from termination of the Zoopla Tools service (whether or not due at the date of termination). The Member shall pay all reasonable expenses incurred by Zoopla in returning or disposing of the Member Data.
These Product Specific Terms and Conditions relating to Zoopla Tools was last up-dated on October 2018.