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Product Specific Terms and Conditions

Website Marketing Services

Definitions

Definitions used in these Terms and Conditions shall, unless otherwise indicated, have the same meanings as those given to them by the Member Terms and Conditions and references to clauses shall be to clauses in these Terms and Conditions unless indicated otherwise.

"App Store" means a centralised repository to which mobile applications can be uploaded and from which mobile applications can be downloaded via, and for use on, a mobile device;

"Branding Materials" means any trademarks or other branding related Content that are to be provided to ZPG and/or the Sub-Contractor by the Member by whatsoever means and used to brand the relevant Web Product;

"Bespoke Changes" means any changes, up-grades, additional features or any other changes or variations to the Website Marketing Services;

"DPA" means the Data Protection Act 1998 as amended or up-dated from time to time;

"Delivery" means delivery of the Website Marketing Services in accordance with clause 3.4 of these Terms and Conditions;

"Digital Materials" such Content of the Member (excluding Branding Materials) for inclusion in, and as ZPG or the Sub-Contractor may reasonably require to create, the relevant Web Product (including but not limited to any copy or digital assets);

"End Clients" means the end clients of Members;

"Member Terms and Conditions" means the terms and conditions for Members of ZPG 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 ZPG and its Members;

"Personal Data" means as defined by section 1(1) of the DPA;

"Sub-Contractor" means the sub-contractor(s) or other third parties as may be engaged from time to time by ZPG to provide the Website Marketing Services;

"Terms and Conditions" means these terms and conditions, being Product Specific Terms and Conditions relating to the provision of Website Marketing Services;

"URL Address" means a URL address, to be provided by the Member, where the website or mobile website that is the subject of the Website Marketing Services is to be located;

"Website Marketing Services" means Services provided by ZPG to Members that relate to the creation of standardised websites, mobile websites and mobile applications (and in the case of websites and mobile websites, hosting) to be branded with the Member's name or its other branding, details of which shall be set out in the relevant Services Amendment Form on completed on ZooplaPro; and

"Web Product" means the standardised website and/or mobile website and/or mobile application (or combination thereof) that is the subject of the Website Marketing Services.

  1. Terms and Conditions

    • 1.1 These Terms and Conditions relate specifically to the provision by ZPG of Website Marketing Services are in addition to, not the exclusion of, the Member Terms and Conditions which, unless otherwise agreed with ZPG in writing apply to all Services provided by it (including Website Marketing 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 Website Marketing Services as well as any other Product Specific Terms and Conditions that pertain to other Services it receives from ZPG.
    • 1.2 Where these Terms and Conditions conflict with the Member Terms and Conditions in relation to a matter specifically pertaining to Website Marketing Services these Terms and Conditions shall prevail and in all other cases the Member Terms and Conditions shall prevail.
  2. Availability and Application of Website Marketing Services

    • 2.1 Website Marketing Services are, subject to these Terms and Conditions and the Member Terms and Conditions, available to Members who, at the time of ordering Property Website Marketing Services, already have an existing valid Contract with ZPG for the provision of Services which has not been terminated, in relation to which no notice to terminate has been served and which is in full force and effect.
    • 2.2 A Member may submit an order for the provision of Website Marketing Services by either completing a Services Amendment Form or via ZooplaPro.
    • 2.3 ZPG shall confirm receipt of an order for Website Marketing Services but shall be under no obligation to accept an order for Website Marketing Services. In the event that ZPG is unwilling or unable to provide the Website Marketing Services it shall make reasonable endeavours to advise the Member of the same within five (5) Working Days of receipt of an order.
    • 2.4 The Member accepts and agrees that the Website Marketing Services are standardised services and, where the Member requests any Bespoke Changes to the Website Marketing Services, ZPG will make reasonable endeavours to accommodate such Bespoke Changes but shall be under no obligation to provide them and, in the event that it does so, reserves the right to charge the Member additional Fees (above and beyond the Fees advertised or set out in the Services Amendment Form or on ZooplaPro for Website Marketing Services) for doing so, such additional Fees to be agreed in writing between ZPG and the Member on a case by case basis.
  3. Provision of Website Marketing Services

    • 3.1 The Member acknowledges and agrees that ZPG may sub-contract the production of the Website Marketing Services to the Sub-Contractor.
    • 3.2 If ZPG accepts the Member's order for Website Marketing Services it shall contact, or shall take reasonable steps to procure the Sub-Contractor contacts, the Member to obtain the information required for the provision of the Website Marketing Services (including but not limited to Branding Materials, Digital Materials and any relevant URL Address).
    • 3.3 ZPG shall make reasonable endeavours to ensure prompt Delivery of the Website Marketing Services (and wherever possible within fifteen (15) Working Days of receipt of the Member's order for Website Marketing Services) but the Member acknowledges and agrees that production of the Website Marketing Services is dependent upon the Member providing information to ZPG and or the Sub-Contractor (as referred to in clause 3.2 above) and accordingly neither ZPG nor its Sub-Contractor shall not be under any obligations to the Member regarding Delivery or the timing of Delivery.
    • 3.4 Notification by ZPG or the Sub-Contractor to the Member that the relevant Web Product(s) has been:
      • 3.4.1 in the case of websites or mobile websites, created and are available to access at relevant URL Address; or
      • 3.4.2 in the case of mobile applications, created and uploaded to the relevant App Store
      shall in each case constitute "Delivery" of the relevant Web Product. ZPG shall be under no obligation to provide the Member with any sample of the Web Product prior to Delivery.
    • 3.5 Subject to these Terms and Conditions and the Member Terms and Conditions and in consideration of the payment by the Member of the Fees for the Website Marketing Services, ZPG shall produce (or procure production by the Sub-Contractor) of the relevant Web Product(s) and make the same available, or procure that the Web Product(s) are made available, at the relevant URL Address or App Store from Delivery until cancellation in accordance with clause 3.6
    • 3.6 Provision of the Website Marketing Services:
      • 3.6.1 may be cancelled on thirty (30) day's written notice served by either the Member or ZPG on the other, such notice not to expire before the end of any relevant Minimum Term for the Website Marketing Services; or
      • 3.6.2 may be cancelled at any time by ZPG in the event that ZPG ceases provision to its Members of Website Marketing Services (or the relevant Web Product) generally provided that, where reasonably practicable, ZPG shall make reasonable endeavours to give the Member thirty (30) day's written notice of such cancellation in accordance with clause 3.6.1 above; or
      • 3.6.3 may, without prejudice to ZPG's right to terminate the Member's Contract pursuant to the Member Terms and Conditions, be cancelled by ZPG in the event that the Member fails to pay the Fees payable in respect of the Website Marketing Services as they fall due or breaches any other term of these Terms and Conditions; and
      • 3.6.4 will be automatically cancelled on termination of the Member's Contract in accordance with the Member Terms and Conditions
      whereupon ZPG shall be entitled to, or procure that the Sub-Contractor, immediately ceases provision of the Website Marketing Services.
  4. Fees

    • 4.1 Fees payable in respect of Website Marketing Services shall be invoiced to the Member monthly in advance in accordance with clause 4.2 of the Members Terms and Conditions.
    • 4.2 The Member acknowledges and agrees that once ZPG has confirmed receipt of the Member's order for Website Marketing Services in accordance with clause 2.3 the order cannot be cancelled and, save in cases where ZPG advises the Member that it is unwilling or unable to provide the Website Marketing Service in accordance with clause 2.3, the Member shall be responsible for the Fees in full.
  5. Member Obligations

    • 5.1 In addition to the obligations of the Member in the Member Terms and Conditions, the Member:
      • 5.1.1 shall provide ZPG with all such information and documentation as it may be reasonably deem necessary for the provision of the Website Marketing Services (including but not limited to its property listings, the Branding Materials, Digital Materials any relevant branch details and associated Personal Data) and agrees that:
        • ZPG shall be entitled to pass, without limitation or restriction, all such information and documentation to the Sub-Contractor to enable the Sub-Contractor to provide the Website Marketing Services; and
        • ZPG and the Sub-Contractor shall be entitled to process any Personal Data contained in the information passed to them pursuant to this clause 5.1.1 for the purpose of providing the Website Marketing Services.
      • 5.1.2 warrants and represents that, to the extent that any third party permission or authority (including but not limited to any required under the DPA or of its End Users) is required for the purpose of clause 5.1.1, the Member has obtained all such permissions and authorities;
      • 5.1.3 without prejudice to the generality of the licence granted in clause 3.2 of the Members Terms and Conditions, hereby grants ZPG a non-exclusive, royalty free, licence of the Branding Materials, the Digital Materials and any other information and documentation provided pursuant to clause 5.1.1 (and any intellectual property of whatsoever nature contained therein) to display, copy, reproduce or otherwise use the same, and to pass, without limitation or restriction, the same to the Sub-Contractor to display, copy, reproduce or otherwise use the same, for the purpose of carrying out the Website Marketing Services;
      • 5.1.4 warrants that it has all obtained from the relevant End Clients or any other third party any and all authorities and consents as are necessary for ZPG and or the Sub-Contractor to host, display and incorporate the same the Content into the e relevant Web Product; and
      • 5.1.5 makes no representations, warranties, promises, statements or claims to its End Clients in respect of the Website Marketing Services or any rights therein that go beyond those made in either these Terms and Conditions or the Members Terms and Conditions without the prior written consent of ZPG.
  6. Liability

    • 6.1. The Member shall indemnify ZPG, its officers, employees, agents or sub-contractors against all and any claims, costs (including legal costs), damages and other losses made or suffered by ZPG in respect of the relevant Member's failure to comply with, or breach of, clause 5.
    • 6.2 The total liability of ZPG or any Group Company in respect of any claims by the Member made specifically in respect of the provision of any Website Marketing Services (but excluding claims made in relation to the non-performance or unavailability of the Web Products which shall be limited in accordance with clause 6.3) shall be limited to the Fees paid by the Member in respect of the Website Marketing Services in the three (3) months immediately preceding the month in which the Member incurred the loss or damage occasioning such liability to ZPG or any Group Company and the limitation of ZPG and the Group's liability to the Member contained in clause 5.3 of the Members Terms and Conditions shall, in respect of such claims, be reduced accordingly.
    • 6.3 ZPG shall take reasonable care in the selection of its Sub-Contractors but the Member accepts that:
      • 6.3.1 without prejudice to the generality of clause 3.4.4 of the Members Terms and Conditions, the Web Products may be provided by the Sub-Contractor and available via, or hosted on, a websites or server over which ZPG has no control and ZPG makes no representations or warranties whatsoever as to the performance of the Web Product or times when the same may be unavailable due to maintenance or technical problems; and
      • 6.3.2 the total liability of ZPG or any Group Company to the Member in respect of non-performance or unavailability of a Web Product due to maintenance or technical problems shall be limited to a sum which is equivalent to the pro-rata amount of the Fees paid in respect of that Web Product by the Member for any period (of not less than 24 hours and in whole 24 hour increments thereafter) of non-performance or unavailability of the relevant Web Product and the limitation of ZPG and the Group's liability to the Member contained in clause 5.3 of the Members Terms and Conditions shall, in respect of such claims, be reduced accordingly.
  7. Intellectual Property Rights

    • 7.1 Subject to clause 7.2, neither the Member not its End Clients shall acquire any intellectual property rights whatsoever created in the course of provision of the Website Marketing Service all of which are and shall remain the property of ZPG and or the Sub-Contractor.
    • 7.2 ZPG grants the Member a revocable licence of the intellectual property rights created in the course provision of the Website Marketing Services (excluding those in the Branding Materials, Digital Materials and other Content which shall be and shall remain the Property of the Member) to the extent strictly necessary to receive the Website Marketing Services.
  8. Data Protection

    • 8.1 Without prejudice to the obligations and liabilities of the Member pursuant to clauses 5.1.1 and 6.1, ZPG shall take reasonable steps to ensure that the Sub-Contractor takes appropriate technical, organisational and security measures to prevent loss or unauthorised access to Personal Data provided by the Member.

These Product Specific Terms and Conditions relating to Website Marketing Services were last up-dated on 26 March 2013.