Member Terms and Conditions
In these Member Terms and Conditions, the following definitions shall apply:
"Agent" means an estate agent, lettings agent (and in Scotland, solicitor agents) and/or commercial property agent;
"Content" means any content and materials (including property details and any intellectual property rights) made available by, on behalf or on the instruction of, the Member to Zoopla or any Group Company on the Website(s);
"Contract" or "Agreement" means a contract for Services between Zoopla and the Member governed by these Member Terms and Conditions, the Order Form and, where appropriate, Product Specific Terms and Conditions;
"Controller" is defined in the Data Protection Legislation;
"Data Subject" is defined in the Data Protection Legislation;
"Data Subject Rights" means the rights of Data Subjects set out in Chapter III of the GDPR;
"Developer" means a property developer, agencies which act on behalf of a property developer, housing associations, companies or agencies which operate within the retirement property market and all other agencies, companies and property developers which deal with the marketing of properties (except for Agents and Online Agents);
"Development" means a newly built property, or a newly converted building where there has been a change of use from something other than residential usage, which carries some form of new build warranty and be classed as 'new' for mortgage purposes;
"Data Protection Legislation" means the EU General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR") and the Privacy and Electronic Communications Regulations 2003, and (in each case) any successor legislation enacted in the United Kingdom;
"Fees" means the amounts due to Zoopla (or any Group Companies) by the Member under the Contract and set out or calculated in accordance with the Order Form (as varied from time to time in accordance with clause 4.9);
"Force Majeure Event" means an event beyond the reasonable control of the party affected by it;
"Group" means Zoopla and any holding company or companies and any subsidiary undertaking(s) of Zoopla or Zoopla's ultimate parent company from time to time and "Group Company" means any one of them;
"Initial Term" means an initial term of the Contract, if any, as set out in the Order Form (as extended from time to time in accordance with clause 7.7) or agreed by the parties in writing;
"Lead" means either an email or telephone call received by the Member from any person who has contacted the Member using the contact form or contact details supplied on the Website(s);
"Logo" means the Zoopla logo or any other logo as Zoopla or any Group Company may from time to time provide to the Member;
"Marketing Materials" means the marketing materials provided to the Member by Zoopla or any Group Company for the purpose of promoting the Services;
"Member" means the Agent, the Online Agent or the Developer;
"Minimum Term" any minimum order period or term (other than the Initial Term) for Services as set out in a Services Amendment Form or on ZooplaPro;
"Online Agent" means an estate agent, lettings agent (and in Scotland, solicitor agents) and/or commercial property agent that operates primarily via a website (rather than a physical branch) and/or does not operate through a local office network;
"Order Form" means the order form for Services (as agreed, amended or added to from time to time by a Services Amendment Form, via ZooplaPro, via Salesforce or otherwise by the parties in writing) indicating the Services to be provided under the Contract;
"Personal Data" is defined by the Data Protection Legislation;
"Photograph Content" means any Content in a photograph format;
"Photograph Content Criteria" means the Photograph Content criteria notified to the Member from time to time;
"Processor" is defined in the Data Protection Legislation;
"Product Specific Terms and Conditions" means additional terms and conditions that relate to specific Services provided by Zoopla and to which, in addition to these Member Terms and Condition, the Member shall be subject whilst in receipt of such Services;
"Relevant Requirements" means all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption, including the Bribery Act 2010;
"Services" means the services to be provided by Zoopla (or its Group Companies) as set out in the Order Form and which may include any, or a combination, of the following:
- a process facilitating the upload by the Member of property details (including images) to the Website(s);
- displaying the Member's properties on the Website(s);
- providing the Member with a listing within the agent directory on the Website(s);
- providing Leads to the Member;
- providing advertising services to the Member;
- providing reports and access to reporting tools to the Member; and
- any other services provided by Zoopla (or its Group Companies) from time to time.
"Services Amendment Form" means a services amendment form, additional products order form or purchase order form or any other form provided by Zoopla and signed by the Member indicating an amendment or addition to the type or level of Services set out in the Order Form;
"Start Date" means a start date for the Contract as may be specified in the Order Form;
"Unique User" means a uniquely identifiable visitor to the Website(s) within any calendar month;
"Upload Systems" means any system made available by Zoopla to the Member to facilitate the supply of Content to the Website(s);
"Video Content" means any audio-visual multimedia Content in a video format;
"Video Content Criteria" means the Video Content criteria notified to the Member from time to time;
"Website(s)" means the website located at www.karimasu.com 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;
"Working Day" means any day other than Saturday and Sunday and public holiday in England on which the banks in London are open for normal business;
"Working Hours" means 9:00am to 5:30pm on a Working Day;
"Zoopla" or "the Company" means Zoopla Limited, a company incorporated in England and Wales with Company No. 09005884 whose registered office is at The Cooperage, 5 Copper Row, London, SE1 2LH; and
"ZooplaPro" means the backend tool accessible to Members for viewing and managing their Zoopla membership.
Contract between Zoopla and the Member
- No Contract shall subsist until:
- unless waived by Zoopla, an Order Form completed and signed by the Member is received by Zoopla (or a Group Company); and
- the later of the Start Date (if any) and Zoopla (or any Group Company) commencing provision of Services (whether by facilitating display of Content on the Website(s) or otherwise),
- The Contract shall be between Zoopla and the Member and shall comprise the Order Form, these Member Terms and Conditions and any relevant Product Specific Terms and Conditions to which the Member is subject which, together, shall constitute the entire agreement between the parties to the exclusion of all previous terms and conditions (whether between the Member and Zoopla or the Member and another Group Company) and all other terms and conditions (including any which the Member purports to apply under any purchase order, confirmation of order or other document). Each party acknowledges that, in entering into the Contract, it does not rely on anything that is not set out in the Order Form, these Member Terms and Conditions and any relevant Product Specific Terms and Conditions.
- In the event of any conflict between these Member Terms and Conditions and the Order Form, these Member Terms and Conditions shall prevail and in the event of any conflict between these Member Terms and Conditions and any Product Specific Terms and Conditions, these Member Terms and Conditions shall prevail save where they relate to a matter pertaining to Services to which any relevant Product Specific Terms and Conditions relate whereupon such Product Specific Terms and Conditions shall prevail.
- All Contracts between Zoopla (or any Group Company) and a Member shall be governed by these Member Terms and Conditions and any relevant Product Specific Terms and Conditions and any variation thereof shall have no effect unless expressly agreed in writing and signed by Zoopla.
- From time to time, Zoopla may amend these Member Terms and Conditions and any Product Specific Terms and Conditions and reserves the right to do so in its absolute discretion, acting reasonably, at any time without prior notice to the Member. Any changes will be posted on the Website(s) and become effective at the time of posting.
- Zoopla reserves the right to reject any Order Form and/or refuse to enter into a Contract or provide any Services to a third party at its absolute discretion, including where it believes:
- that party is not providing the services of an Agent, Online Agent or Developer (as determined by Zoopla's advertising criteria); or
- that the quality of its Content is not or will not be of a professional standard commensurate with that of its Members generally.
- No Contract shall subsist until:
- Subject to these Member Terms and Conditions and any relevant Product Specific Terms and Conditions, Zoopla (or any Group Company as Zoopla may determine) will provide the Member with the Services in accordance with the Order Form.
- Zoopla may vary the Services from time to time with or without notice to the Member.
Content and Obligations
- The Member warrants and represents that:
- it is an Agent or Developer and that it does not act as a consumer in relation to the Contract;
- any individual who has signed and/or otherwise agreed to these Member Terms (as updated from time to time) on its behalf has the requisite corporate authority to contract on behalf of that Member;
- Content will comply with all applicable laws (including, but not limited to, the Equality Act 2010), regulations and codes of practice in the United Kingdom, will not be defamatory, discriminatory or infringe any copyright, trade mark or other intellectual property rights or rights of any third party whatsoever and will not contain any Personal Data;
- any Video Content will:
- be of a good quality in Zoopla's reasonable opinion and comply with the Video Content Criteria;
- only contain images related to the relevant property;
- not contain telephone numbers or email addresses other than Zoopla contact details;
- not contain any Personal Data;
- not contain any promotion of the Member, except for its own logo; and
- not contain any advertisements of any other products or services of the Member or any third parties, except for a 'powered by' logo of the production company.
- any Photograph Content will:
- be of a good quality in Zoopla's reasonable opinion and comply with the Photograph Content Criteria;
- only contain the Member's profile photograph(s) or images related to the relevant property;
- not contain telephone numbers or email addresses other than Zoopla contact details;
- not contain any Personal Data;
- not contain any promotion of the Member; and
- not contain any advertisements of any other products or services of the Member or any third parties;
- it is responsible for the integrity of the Content which is in all respects true, complete and accurate to the best of the Member's knowledge and belief and the Member shall promptly update or correct Content on becoming aware of any errors or inaccuracies and shall provide such assistance as Zoopla shall reasonably require to identify and remedy any unauthorised use of Content;
- within no more than three Working Days of:
- a property going "under offer";
- a sale or leasing contract being entered into in respect of a property; or
- the property being taken off the market,
- it has the authority to market the properties in the Content;
- it holds all necessary authorities, consents and licences necessary to use, display, reproduce, publish the Content and has authority to and grants Zoopla (and its Group Companies) a licence of the Content on the terms set out in clause 3.2;
- it has read and will abide by all notices posted on the Website(s) from time to time that are relevant to the provision of the Services;
- each of its branch offices will only upload details of properties they have received instructions for specifically at each branch office location, and that no branch office will upload details of properties originating from any other branch office location;
- it shall not use Zoopla's name, the name of any Group Company or any Logos, trade or services marks of Zoopla or the Group in a defamatory or derogatory manner or in any way that might bring Zoopla, the Group or its directors or employees into disrepute nor shall the Member misuse or deface (or allow to be misused or defaced) any Marketing Materials provided to it;
- it will abide by any applicable industry code of conduct, recommendations or guidelines issued by any relevant trade organisation, including the National Landlords Association and the Residential Landlord's Association, and will abide by all applicable laws and regulations applying to or affecting Members including, but not limited to, Consumer Protection from Unfair Trading Regulations 2008 and the Business Protection from Misleading Regulations 2008;
- it will provide a contactable telephone number and shall ensure that the majority of calls made to that telephone number are answered in person. Where a trackable telephone number has been allocated to the Member by Zoopla, the Member will use this number to enable Zoopla to effectively monitor Leads delivered to the Member and take no actions that would interfere with such monitoring, and the Member agrees that Zoopla and its suppliers may record all telephone calls for the purposes of monitoring Leads delivered or replaying Leads to Members; and
- it shall ensure that only its authorised persons have access to the Services and the Upload Systems and that where it provides Content via the Upload Systems it shall only do so in a format compatible with any technical specifications issued by Zoopla from time to time. The member agrees to use this format to display details of the property only, as laid out, and not to use these areas to advertise ancillary company information.
- The Member grants Zoopla and the Group a non-exclusive, royalty free, perpetual licence to copy, reproduce, display, sell, publish, adapt and otherwise use the Content or data or other information derived therefrom for any purpose whatsoever (including entering into agreements with third parties for the provision of the Content or data derived therefrom). This licence shall survive termination of the Contract. The Member agrees that Zoopla and any Group Company may, but shall not be required to, identify the Member as the source of the Content on the Website(s) or in any other medium through which the Content or any derivative thereof is published or displayed.
- may in its absolute discretion, at any time and without notice to the Member, remove, cause to be removed or decline to display any Content on the Website(s);
- may without prejudice to Zoopla's right as set out in clause 3.3(a) above, require the Content to be amended at any time if Zoopla considers or has reason to believe that the Member is in breach of the Contract or any applicable law or regulation or where it deems in its absolute discretion the Content to be of poor quality in terms of presentation, information provided or otherwise; and
- reserves the right to charge the Member for additional fees or in a manner it deems appropriate or on a per property basis if Zoopla has reason to believe that Content uploaded by any of the Member's branch offices is in breach of clause 3.1(k) above.
- The Member acknowledges and agrees that:
- it will continue to be bound by these Member Terms irrespective of whether:
- the individual who has signed and/or agreed to the Member Terms on its behalf subsequently ceases to be employed or otherwise engaged by the Member or subsequently ceases to be authorised to act on behalf of the Member; or
- the whole or substantially whole of the Member's assets are sold or transferred to a different legal entity;
- neither Zoopla nor any Group Company shall be under any obligation to monitor or censor the Content that appears on the Website(s) but Zoopla reserves the right for itself (and the Group) to do so;
- neither Zoopla nor any Group Company is responsible for any error or omissions in any Content;
- as part of the Services the Member may be provided with access to data including that derived from the content and data provided by Zoopla's Members and other third parties. Zoopla takes reasonable care to ensure that such data is accurate and up to date but makes no representation or warranty about the accuracy or completeness of such data and the data is not intended to be, and must not be treated by a Member as, comprehensive but an aggregation of the content and data available to Zoopla at the time of provision and available to the Member in accordance with its level of membership;
- technological failure may impede the provision of the Services or prevent access to all or any part of the Content displayed on the Website(s) or to the Upload Systems. Zoopla makes no representation or warranty that the Website(s), the Services, the Content or the Upload Systems will be accessible or available at all times, or that the whole or any part of the Website(s), Services, the Content or Upload Systems will be free from error and while Zoopla will make reasonable endeavours to notify the Member in advance, it may suspend temporarily or alter the operation of the Website(s), Services or the Upload System without notice to the Member;
- it is responsible for and will pay all telecommunications and internet access charges incurred by it when using the Website(s);
- transmission of data over the internet can be subject to delays and errors and can cause corruption of data for which neither Zoopla nor any Group Company shall be responsible;
- from time to time Zoopla shall be entitled to increase the fees payable by the Member in the event that, following an assessment by Zoopla, it is determined by Zoopla that the number of properties displayed on the Website on behalf of the Member has increased such that the number of properties exceeds the average for Members of a similar type. In assessing the number of properties and the applicable average for these purposes:
- an Agent's properties (and those of other Agents) shall be assessed on a per-branch basis by reference to an appropriate geographical area;
- a Developer's properties (and those of other Developers) shall be assessed on a per-Development basis;
- an Online Agent's properties (and those of other Online Agents) shall be assessed by reference to appropriate geographical areas;
- Zoopla may limit the number of photographs that may be displayed by the Member to 20 images per property;
- in providing the Services, and in order to provide information of other Zoopla products and services, Zoopla and the Group Companies may, unless otherwise agreed in writing by Zoopla and the Member, contact the Member by electronic means, including e-mail and other electronic media and the Member shall maintain a valid working e-mail address for each of its branch offices and shall immediately notify the Company of any change of e-mail addresses;
- it shall for the duration of the Contract, take reasonable steps to promote the Website(s) to its customers and display any Marketing Materials provided by Zoopla at its premises, provide a link on its website to the Website(s) and include the Logo in its sales and advertising materials. For the purpose of carrying out these obligations only, Zoopla grants the Member a non-exclusive licence for the duration of the Contract to use, display and copy the Logo, Zoopla name and any trade or services marks used by Zoopla or the Group and copyright (or other intellectual property rights) contained in the Marketing Material; and
- all intellectual property rights in the Services, technology supporting the Services (including the Upload System) and the Website(s) vest in Zoopla and/or its licensors/sub-contractors and that the Member has no rights in, or to, such intellectual property other than the right to use the same in accordance with the Contract.
- it will continue to be bound by these Member Terms irrespective of whether:
- Any third party, purporting to act as agent for or on behalf of a prospective Member, contracting with Zoopla for the provision for Services warrants and represents that it has the full and valid authority of that prospective Member to bind it and to the extent that:
- that third party exceeds its authority; and/or
- the prospective Member refuses to such pay any Fees or charges,
- The Member shall not publish, disclose, reproduce or create any derivative works from any information obtained pursuant to the Member's use of the Services unless expressly agreed in writing by Zoopla.
- The Member shall promptly notify Zoopla if there is any increase or decrease in the number of branch offices operated by the Member.
- The Member shall promptly notify Zoopla in writing in the event:
- there are no longer any properties left for sale or rent in a Development; or
- it decides that a Development should no longer be listed for any reason.
- The Member warrants and represents that:
- Fees (plus VAT and any other taxes or duties thereon) and any other charges due hereunder shall be paid by the Member in accordance with these Member Terms and Conditions.
- Zoopla (or any Group Company as Zoopla may determine) shall invoice the Member monthly in advance (or in arrears for Services provided either on a "one-off basis" or on a "Pay per Lead" basis) on or around the 1st day of each month and the invoice shall become payable 14 calendar days after the invoice date. The Member shall pay the Fees to Zoopla by direct debit (or by such other method as may be agreed in writing by Zoopla) on the due date to such account as Zoopla may from time to time advise and where payment is to be made by direct debit the Member hereby authorises Zoopla (or a Group Company on its behalf) to collect the payment on the due date.
- If the Member fails to pay any amount due to Zoopla (or any Group Company) by the due date for payment, then:
- Zoopla on behalf of itself and the Group reserves the right to charge interest on any outstanding amounts at the rate of 4% per annum above HSBC Bank Plc's base lending rate in force from time to time or such higher amount as may be permitted by statute from the due date until settlement of the outstanding sums or discharge of the debt; and
- without prejudice to any other right or remedy available to Zoopla, Zoopla shall be entitled to terminate the Contract or suspend provision of the Services (in accordance with clause 7.4 or 7.5 respectively), remove any reference or prevent access to the Content submitted to the Website(s) without notice to the Member and until payment of all outstanding Fees is made in full.
- Zoopla reserves the right to charge the Member its reasonable administration costs in dealing with any failed payments and/or its costs in relation to pursuing outstanding amounts (including legal fees and expenses).
- Zoopla reserves the right to require the Member to pay a deposit before making the Services available to the Member. If a deposit is required, it shall be repaid by Zoopla to the Member on termination of the Contract, subject to Zoopla being permitted to offset any amounts due from the Member under the Contract against any such deposit repayment.
- Zoopla reserves the right to charge a monthly administration fee of ￡5 plus VAT on any account where payments are not made by direct debit.
- Zoopla reserves the right to charge Members an administration fee of ￡100 plus VAT per branch or branch equivalent (in the case of an Agent or Online Agent respectively) or ￡100 plus VAT per Development (in the case of a Developer) if having terminated one Contract with Zoopla they wish to enter into another Contract with Zoopla or the Group within 12 months of the termination.
- Zoopla does not guarantee the quality or quantity of Leads it provides to its Members. No refunds or credits will be given by Zoopla for failure to provide a certain number of Leads.
- Without prejudice to the generality of clause 1.3, and in addition to clauses 3.3(c) and 3.4(h), Zoopla reserves the right to vary its Fees and any structure of charges in place from time to time subject to providing 30 calendar days’ written notice to the Member. Any Services provided after changes have taken effect will be subject to the relevant new Fees and/or new charging structure.
- All warranties and representations (whether express or implied) provided by Zoopla or any Group Company are, to the fullest extent permitted by law, excluded from the Contract.
- Nothing in any Contract shall exclude or limit either party’s liability for:
- death or personal injury caused by that party’s negligence;
- fraud or fraudulent misrepresentation; or
- any other liability which cannot be excluded or limited by law.
- Subject to clause 5.2:
- Zoopla and the Group Companies shall only be liable for direct losses arising out of or in connection with the Contract; and
- Zoopla and the Group Companies’ total liability to the Member (whether in contract, tort or otherwise) arising out of or in connection with the Contract shall be limited to the aggregate amount of Fees (excluding VAT) paid by the Member in the three months immediately preceding the Month in which the Member incurred the loss resulting in liability of Zoopla or the relevant Group Company. This liability may be further limited by the relevant Product Specific Terms and Conditions in respect of any claim relating to Services to which those Product Specific Terms and Conditions apply.
- Neither Zoopla nor any Group Company shall be liable for any liability caused by:
- any breach of the Contract by the Member; or
- the Member using, altering or manipulating any data provided by Zoopla or changing the manner in which such data are represented.
- The Member shall indemnify Zoopla (and the Group) against all losses and expenses incurred by them in relation to any third party claim arising from the Content or misuse by the Member of the Services, except to the extent that the foregoing results directly from the negligence of Zoopla (or any Group Company).
- The Member agrees that this clause 5 is fair and reasonable.
A party shall disclose information not in the public domain relating to the other only if:
- the person to whom the disclosure is made needs the information in order for the disclosing party to carry out its obligations under this Agreement; or
- the law so requires.
Termination and effect of termination
- Each Contract shall continue until terminated in accordance with these Member Terms and Conditions.
- Subject to clause 7.7, Zoopla or the Member shall be entitled to terminate the Contract for convenience:
- where no Initial Term is specified in the Order Form, on at least 30 calendar days’ notice to the other party, such notice to expire at the end of a calendar month; and
- where an Initial Term is specified in the Order Form, on at least 30 calendar days’ notice, such notice to expire at the end of a calendar month after the end of the Initial Term.
- If Zoopla receives notification from a Member under clause 3.8, the Member may terminate the part of its Contract relating to the applicable Development (but no other part of its Contract) at the end of the calendar month in which Zoopla receives the notification.
- Either party may terminate the Contract immediately by giving notice to the other party if:
- the other party materially or persistently breaches the Contract (unless, in a case where the breach is capable of remedy, the other party remedies the breach within 14 calendar days after receiving notice to do so), including any failure by the Member to pay any amount due to Zoopla on the due date for payment; or
- in the terminating party’s reasonable opinion, the other party’s financial position is such that the other party’s capability adequately to fulfil its obligations under the Contract is in material jeopardy.
- Without limiting their other rights, Zoopla (or any Group Companies on its behalf) may immediately suspend the Services or access to or temporarily remove any Content from the Website(s) (or cause any of those things to occur) if the Member breaches the Contract and fails to rectify that breach immediately upon receipt of notice requiring rectification.
- On termination of the Contract for whatever reason:
- all Fees and any other sums due from the Member to Zoopla (or any Group Companies) shall immediately become payable and the Member shall immediately pay Zoopla such sums in full;
- the licences referred to in clause 3.4(l) (or contained in any Product Specific Terms and Conditions) shall immediately terminate;
- the Member shall immediately cease using the Services and permanently delete any access passwords for the Services or the Upload Systems; and
- any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract, which existed at or before the date of termination shall not be affected; and
- any provision of the Contract which is expressed as surviving the Contract or which is required to survive the Contract to give effect to it shall survive termination.
- Where the provision of Services ordered by a Member are subject to a Minimum Term, the Member may not serve notice to terminate the Contract until the expiry of such Minimum Term and where a Member's Initial Term expires before the expiry of such Minimum Term, the Initial Term shall be deemed extended until the expiry of the Minimum Term.
Neither party shall breach the Contract by reason of any delay or failure in performance resulting from anything beyond its reasonable control. However, if the delay or failure persists for one month or longer, the other party may terminate the Contract immediately by giving notice to the affected party.
- If Leads passed to the Member by Zoopla contain Personal Data (the "Leads Personal Data"), the Member acknowledges that it will be the Controller of the copy of the Leads Personal Data that it receives and shall comply with the Data Protection Legislation in relation to the Leads Personal Data.
- The Member warrants and represents that, if it provides Zoopla directly or indirectly with Personal Data relating to any individual it shall have obtained that individual's consent to (i) process, use and store that Personal Data for the purpose of providing of the Services and (ii) transmit that Personal Data to Zoopla and other third parties (including those in countries outside the European Economic Area that do not maintain adequate data protection standards) to process, use and store for the purpose of providing of the Services.
Clauses 9.3 to 9.7 (inclusive) apply with respect to ZooplaPro only. 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 copy of the Personal Data specified in the table below that Zoopla hosts on ZooplaPro on behalf of the Member ("ZooplaPro Data"). The categories of ZooplaPro 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 ZooplaPro service Duration: Duration of the provision of the ZooplaPro service Nature and purpose of processing: Zoopla provides the ZooplaPro service to Members. The ZooplaPro service enables Members to store and view lead information and call recordings, each of which includes Personal Data. Types of personal data being processed: Lead information and call recordings only Categories of data subjects: Users of the Website(s) who submit Leads to Members using the enquiry form on the Website(s) or using telephone numbers provided on the Website(s)
- The Member acknowledges that Zoopla may have access to other copies of the information comprised in the ZooplaPro Data (including any Personal Data) and that Zoopla is the Controller with respect to such other copies. Accordingly, these clauses 9.3 to 9.7 (inclusive) do not apply with respect to such other copies.
- Subject to clause 9.4, Zoopla agrees:
- to process the ZooplaPro Data only in accordance with the Member’s written instructions, unless required to do otherwise by UK or EU law, in which case Zoopla shall inform the Member of that legal requirement (unless prohibited from doing so by law);
- to ensure that all its staff involved in processing the ZooplaPro Data are under appropriate duties of confidentiality;
- to implement appropriate technical and organisational measures to ensure a level of security for the ZooplaPro Data appropriate to the risks associated with Zoopla’s processing of the ZooplaPro Data;
- to assist the Member by appropriate technical and organisational measures to enable the Member to respond to requests from Data Subjects exercising their Data Subject Rights;
- to provide the Member with reasonable assistance in ensuring compliance with the Member’s obligations under Articles 32 to 36 (inclusive) of the GDPR;
- on termination or expiry of the Contract, to delete or return (at the Member’s option) all existing copies of the ZooplaPro Data in its control or possession, unless retention is required by UK or EU law or Zoopla has a lawful basis on which to retain such copies;
- to make available to the Member all information in its possession or control that is necessary to demonstrate Zoopla’s compliance with its obligations under this clause 9.5; and
- to allow the Member, on reasonable prior written notice and during Working Hours, reasonable access to Zoopla’s records (and reasonable related assistance) to enable the Member to verify Zoopla’s compliance with its obligations under this clause 9.5.
- The Member agrees that Zoopla may engage other processors (each a "Sub-Processor") of the ZooplaPro Data, provided that Zoopla shall ensure that any Sub-Processor is bound by obligations the same as those in these clauses 9.3 to 9.7 (inclusive) with respect to the ZooplaPro Data and provided that Zoopla remains liable to the Member for any breach of these clauses 9.3 to 9.7 (inclusive) by the Sub-Processor.
- With respect to a request or audit under clauses 9.5(g) or 9.5(h), Zoopla shall inform the Member immediately if, in its opinion, the Member’s instruction infringes the GDPR or another applicable UK or EU data protection law.
Compliance with Relevant Requirements
- The Member shall:
- comply with the Relevant Requirements;
- not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
- have and shall maintain in place throughout the term of the Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and clause10.1(b), and will enforce them where appropriate;
- promptly report to the Zoopla any request or demand for any undue financial or other advantage of any kind received by the Member in connection with the performance of the Contract;
- immediately notify Zoopla (in writing) if a foreign public official becomes an officer or employee of the Member and the Member warrants that it has no foreign public officials as officers or employees at the date of the Contract);
- on Zoopla's request, certify to Zoopla in writing signed by an officer of the Member, compliance with this clause 10 by the Member. The Member shall provide such supporting evidence of compliance as Zoopla may reasonably request.
- Breach of this clause 10 shall be deemed a material breach.
- For the purpose of this clause 10, the meaning of "adequate procedures" and "foreign public official" and whether a person is "associated" with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
- The Member shall:
- Nothing in these Member Terms and Conditions or any Product Specific Terms and Conditions is intended to establish an exclusive arrangement between the Member and Zoopla (or any Group Companies) nor any partnership or appoint either party the agent of the other, or otherwise authorise either party to commit the other in any way whatsoever. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
- The Member may not assign or otherwise create any interest in any of its rights and obligations under the Contract without the prior written consent of Zoopla.
- If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 11.3 shall not affect the validity and enforceability of the rest of the Contract.
- No failure or delay by Zoopla or any Group Company provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the future exercise of that or any other right or remedy. No single or partial exercise of any right or remedy by Zoopla or any Group Company shall preclude or restrict the further exercise of that or any other right or remedy.
- Any notice given to party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or by email to its nominated email address set out on the Order Form. Any notice will be deemed to have been received (i) if delivered by hand, on signature of a delivery receipt, (ii) if sent by pre-paid first-class post or other next working day delivery service, on the second Working Days after posting or at the time recorded by the delivery service, or (iii) if sent by email, at the time of transmission. This clause 11.5 does not apply to the service of any proceedings or other documents in any legal action or other method of dispute resolution.
- Except for the Group Companies (who may enforce relevant provisions of the Contract), a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
- The construction, validity and performance of the Contract and all non-contractual obligations arising from or connected with the Contract shall be governed by English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts to resolve any dispute between them.
Last updated: April 2020