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Product Specific Terms and Conditions

DataReach 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.

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

"DataReach Services" means the services to be provided by ZPG or its Sub-Contractor to Members as further specified in the relevant Order Form;

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

"End Clients" means the end clients of Members;

"Materials" means any data, information, documents or other materials that are to be provided to ZPG and/or the Sub-Contractor by the Member;

"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 Contract between ZPG and its Members;

"Personal Data" means as defined by 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 DataReach Services;

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

"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. These Terms and Conditions relate specifically to the provision by ZPG of DataReach Services and 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 DataReach 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 DataReach Services as well as any other Product Specific Terms and Conditions that pertain to other Services it receives from ZPG.
      1. Where these Terms and Conditions conflict with the Member Terms and Conditions in relation to a matter specifically pertaining to DataReach Services, these Terms and Conditions shall prevail and in all other cases the Member Terms and Conditions shall prevail.
  2. Availability and Application of DataReach Services
    1. DataReach Services are, subject to these Terms and Conditions and the Member Terms and Conditions, available to Members who, at the time of ordering DataReach 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. A Member may submit an order for the provision of DataReach Services by completing an Order Form.
    3. ZPG shall confirm receipt of an order for DataReach Services but shall be under no obligation to accept an order for DataReach Services. In the event that ZPG is unwilling or unable to provide the DataReach Services it shall make reasonable endeavours to advise the Member of the same within five (5) Working Days of receipt of an order.
    4. The Member accepts and agrees that the DataReach Services are standardised services and, where the Member requests any Bespoke Changes to the DataReach 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 Order Form or on ZooplaPro) 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 DataReach Services
    1. The Member acknowledges and agrees that ZPG may sub-contract the production of the DataReach Services to the Sub-Contractor and that provision of the DataReach Services is conditional upon the Member entering into an end-user licence agreement with the Sub-Contractor.
    2. If ZPG accepts the Member's order for DataReach Services it shall contact, or shall take reasonable steps to procure the Sub-Contractor contacts, the Member to obtain the Materials required for the provision of the DataReach Services.i
    3. Provision of the DataReach Services:
      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 DataReach Services; or
      2. may be cancelled at any time by ZPG in the event that ZPG ceases provision to its Members of DataReach Services 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 3.4.1 above; or
      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 DataReach Services as they fall due or breaches any other term of these Terms and Conditions; and
      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 DataReach Services.
  4. Fees
    1. Fees payable in respect of DataReach Services shall be invoiced to the Member monthly in advance in accordance with clause 4.2 of the Members Terms and Conditions.
    2. The Member acknowledges and agrees that once ZPG has confirmed receipt of the Member's order for DataReach 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 DataReach Services in accordance with clause 2.3, the Member shall be responsible for the Fees in full.
  5. Member Obligations
    1. In addition to the obligations of the Member in the Member Terms and Conditions, the Member:
      1. shall provide ZPG and/or the Sub-Contractor with all Materials as they may reasonably deem necessary for the provision of the DataReach Services (including but not limited to its property listings, leads data and associated Personal Data) and agrees that:
        1. ZPG shall be entitled to pass, without limitation or restriction, all Materials to the Sub-Contractor to enable the Sub-Contractor to provide the DataReach Services; and
        2. ZPG and the Sub-Contractor shall be entitled to process any Personal Data contained in the Materials passed to them pursuant to this clause 5.1.1 for the purpose of providing the DataReach Services.
      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;
      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 Materials 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 DataReach Services;
      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 provide the DataReach Services;; and
      5. makes no representations, warranties, promises, statements or claims to its End Clients in respect of the DataReach 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
    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.
    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 DataReach Services shall be limited to the Fees paid by the Member in respect of the DataReach 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.
    3. ZPG shall take reasonable care in the selection of its Sub-Contractors but the Member accepts that without prejudice to the generality of clause 3.4.4 of the Members Terms and Conditions, the DataReach Services may be provided by the Sub-Contractor and ZPG makes no representations or warranties whatsoever as to the performance of the DataReach Services or times when the same may be unavailable due to maintenance or technical problems.
  7. Intellectual Property Rights
    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 DataReach Services all of which are and shall remain the property of ZPG and or the Sub-Contractor.
    2. ZPG grants the Member a revocable licence of the intellectual property rights created in the course provision of the DataReach Services to the extent strictly necessary to receive the Website Marketing Services.
  8. Data Protection
    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.

Last updated: May 2016