Product Specific Terms and Conditions
Digital Direct Marketing Terms and Conditions
Advertising Terms and Conditions
Unless otherwise defined in the Order Form and the Member Terms and Conditions, the following definitions shall apply:
“Advertisement” means any advertisement, or promotional content or material in any form;
"Advertising Terms and Conditions" means these terms and conditions;
"Content" means any and all content, data, advertisements (including the Advertisement), 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 Group Company for the purposes of carrying out the Services;
“Data Protection Legislation” means all laws and regulations which apply to the processing of personal data in the United Kingdom including but not limited to the Data Protection Act 2018 and the General Data Protection Regulation 2016/679 (as implemented into UK law) as may be amended from time to time;
"Delivery Date" has the meaning set out in clause 6 below;
"Effective Date" means the date the Order Form is generated by Zoopla and signed by or on behalf of You, is returned by You to Zoopla;
"End Date" means the date Zoopla shall cease to provide the Services to You as set out in the Order Form;
"Fees" means the fees, rates and charges due to any Group Companies from You as set out in the Order Form;
“Intellectual Property Rights” means all intellectual property rights whether registered or unregistered and including all applications and rights to apply for and be granted any intellectual property right, and all renewals and extensions of, and rights to claim priority from, such rights and all similar forms of protection in any part of the world;
"Member Terms and Conditions" means the Zoopla member terms and conditions found at www.zoopla.co.uk/members/terms;
“Policies” means the advertising policies and guidance found at https://support.zoopla.co.uk/hc/en-gb/articles/4408301158801-Display-Ad-Specifications;
"Services" means advertising services specified in the Order Form;
“Site” means the Website or Websites specified in the Order Form;
"Start Date" means the date Zoopla has confirmed the Services will go live as set out in the Order Form;
"You" means the company or entity set out in the Order Form and a reference to the “Member” in the Member Terms and Conditions, shall to the extent applicable, be a reference to You; and
"Zoopla" 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.
Your attention is drawn particularly to clause 10, clause 11, clause 14, clause 15 and clause 17 of these Advertising Terms and Conditions together with clause 5.5 of the Member Terms and Conditions
Basis of Contract
1. Each Order Form incorporates these Advertising Terms and Conditions and the Member Terms and Conditions to create a separate, binding agreement between You and Zoopla (the "Contract").
2. For the purposes of the Member Terms and Conditions these Advertising Terms and Conditions constitute Product Specific Terms and Conditions.
3. Notwithstanding clause 1. 3 of the Member Terms and Conditions, the provisions relating to Fees in the Order Form, shall in the event of any conflict between the Order Form, these Advertising Terms and Conditions and the Member Terms and Conditions prevail.
Your responsibilities
4. You shall be solely responsible for the Content
5. You shall obtain all clearances required for the Advertisement.
6. The Advertisement must be provided to Zoopla at least 5 Business Days before the Start Date (“Delivery Date”) in the form and manner required by Zoopla.
7. You warrant, represent and undertake that:
a. any Content You provide shall comply with the Member Terms and Conditions;
b. You own the copyright and possess all relevant rights to the Content;
c. the Content will comply with all applicable laws, regulations and codes of practice in the United Kingdom, will not be defamatory or infringe any copyright, trademark or other intellectual property rights or rights of any third party whatsoever and shall comply with the requirements of the Data Protection Legislation and these Advertising Terms and Conditions;
d. 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;
e. You will not provide any Content which may encourage criminal conduct or which may give rise to civil liability;
f. You will not place within any Content any links which will take users to unlawful material or material that contravenes this Contract; and
g. You will not provide any Content which contravenes the relevant codes of conduct imposed by the Advertising Standards Authority.
8. You agree not to use the 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; or
b. for 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.
9. If Your Advertisement or the Content constitutes a financial promotion (as defined in the Financial Conduct Authority's Handbook), You shall ensure that the Advertisement and/or the Content complies with all applicable legal and regulatory requirements for a financial promotion and has been reviewed by a suitably qualified professional prior to sending it to Zoopla.
10. If the Content links to another website, You are responsible for maintaining the links to the linked website. Zoopla may remove from the Site any Content and/or Advertisement which is, or contains links to a website which is, in Zoopla’s opinion, defamatory, illegal or objectionable or will bring any Group Company into disrepute.
Indemnities
11. You shall indemnify the Group Companies and their respective officers, employees, agents and subcontractors against all losses, costs, claims and expenses (“Losses”) arising out of:
a. Your use of the Services other than in accordance with the Contract;
b. Any breach by You of applicable law, regulation or guidance;
c. Any breach by You of clause 8 of these Advertising Terms and Conditions;
d. Any breach by You of clause 18 of these Advertising Terms and Conditions; and
e. Any allegation or claim brought by a third party alleging that the use of the Content in accordance with the Contract infringes that third party’s Intellectual Property Rights.
12. You agree that Zoopla has the right to:
a. enforce the indemnity under clause 11 on behalf of the Group Companies and their directors, officers, employees, agents and subcontractors ("Zoopla Third Parties"); and
b. recover Losses suffered or incurred by Zoopla Third Parties and for You are liable under an indemnity, as if those Losses had been suffered or incurred by Zoopla.
Advertising Services
13. Subject to these Advertising Terms and Conditions including in particular the receipt of the Advertisement in accordance with the foregoing, Zoopla (or any of its Group Companies as Zoopla may determine) will provide You with the Services from the Start Date to the End Date.
14. Zoopla may vary the Services (including amending the Policies, advertising campaign criteria, length of the advertising campaign or target audience in order to maximise performance) from time to time with or without notice to You.
15. The Services are provided on an as is basis and Zoopla makes no representations, warranties or guarantees relating to performance.
16. Zoopla may make changes to the Site and its Websites at any time in its sole discretion.
Cancellation or Delay
17. You may suspend the Services after the Effective Date once between the Start Date and the End Date provided that:
a. You can provide evidence to Zoopla’s satisfaction that extenuating circumstances apply which require You to suspend the use of our Services; and
b. You provide us with 48 hours’ advance written notice prior to the Start Date.
18. Zoopla reserves the right to refuse any such suspension if it is not satisfied with the evidence provided in accordance with clause 17(a) of these Advertising Terms and Conditions.
19. Any suspension of the Services will be for a maximum continuous period of 30 days from the notice provided in accordance with clause 17(b) of these Advertising Terms and Conditions (“Suspension Period”).
20. At the end of the Suspension Period the Services will resume and Fees will become due and payable.
21. All Fees for Services provided before the start of the Suspension Period shall remain due and payable in accordance with the Contract.
22. If You fail to deliver the Advertisement by the Delivery Date or otherwise in accordance with these Advertising Terms and Conditions, Zoopla reserves the right to cancel the Services or delay the Start Date at its absolute discretion.
23. On cancellation, the Contract will terminate and all Fees shall become immediately due and payable and You agree this is a reasonable remedy and genuine pre-estimate of our loss.
Fees
24. The Fees (plus VAT and any other taxes or duties thereon) for each of the Services and any other charges due shall be paid by You in accordance with the Order Form, these Advertising Terms and Conditions and the Member Terms and Conditions
25. Zoopla shall have the responsibility in its sole and reasonable discretion for calculation of all statistics, measurements and payments, including without limitation, impressions, invalid traffic, unique visitors and revenue or fees generated on or through the Service(s), as applicable for the purposes of calculating the Fees or otherwise.
Liability
26. Your attention is drawn to clause 5 of the Member Terms and Conditions which applies and is incorporated into these Advertising Terms and Conditions.
Data Processing
27. Neither party shall share any personal data (as defined in the Data Protection Legislation) pursuant to the terms of these Advertising Terms and Conditions. Should the parties determine that it is necessary to share personal data for the performance of the Services, the parties shall enter into a data protection addendum including appropriate clauses detailing the nature and purpose of the processing of such personal data.
General
28. The Contract shall terminate on the End Date. Clauses 1, 2, 3, 7,11,12, 15, 23, 24, of these Advertising Terms and Conditions shall survive termination of the Contract.
29. Zoopla reserves the right to remove Content completely from the Site if it believes that You are abusing the Service in any way.
Last updated: July 2022