Product Specific Terms and Conditions

Zoopla Website Design Terms and Conditions

1.1 Definitions

 

“Agreement” means the Order Form contract between Zoopla and the Client to which these conditions will apply and these terms and conditions.

“Client” means any person, company, partnership, organisation or body set out in the Order Form.

“Data Protection Legislation” means , as applicable to either party (a) the UK GDPR; (b) the Data Protection Act 2018; (c) the Privacy and Electronic Communications (EC Directive) Regulations 2003; (d) any other applicable law relating to the processing, privacy and/or use of Personal Data; (e) any laws which implement or supplement any such laws; and (f) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

"Deliverables" means the Website and any ancillary deliverables as a result of the provision of the Services.

“Group Company” means any holding company or companies and any subsidiary undertaking(s) of Zoopla or Zoopla's ultimate parent company from time to time;

“Initial Term” means 24 months from the start date, or such other date specified on the Order Form.

“Materials” means the content provided to Zoopla by the Client from time to time for incorporation on the Website.

“Order” is the request by the Client for products and/or services in the Order Form.

“Order Form” means the digital or printed document completed by the Client in order to enter the Agreement.

“Personal Data” has the meaning given to it in the Data Protection Legislation.

“Renewal Term” has the meaning set out in clause 26.1.

“Services” means the web design and related services to be provided pursuant to the Agreement as described in the Order Form.

“Start Date” means the date on which the Order Form is signed by the Client.

“Website” means a website which meets the standard product features illustrated on our website www.zooplawebsites.co.uk or otherwise specified in the Order Form.

“Zoopla” means Zoopla Limited having its principal place of business at: The Cooperage, 5 Copper Row, London, SE1 2LH.

1.2 Interpretation

1. Clause and paragraph headings shall not affect the interpretation of the Agreement.

2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

4. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

5. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

6. A reference to writing or written includes faxes and emails.

7. References to a clause are to clauses of the Agreement.

2. Scope

These terms and conditions shall apply to the Services ordered by the Client from Zoopla or its affiliates as Zoopla and are incorporated in the Agreement. The placing of an Order will confirm acceptance of these terms and conditions. In the event of any conflict between these conditions and the Order Form, the Order Form shall prevail. Zoopla shall deliver a functioning website with the features listed in the “Property Powering” section of https://showcase.client.expertagent.co.uk/services/ as may be updated from time to time.

3. Law

These terms and conditions and all other terms of the Agreement shall be governed and construed in accordance with the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any disputes or claims.

4. General

These terms and conditions supersede all previous representations, understandings or agreements. From time to time Zoopla may amend these terms and conditions and any Schedules and reserves the right to do so in its absolute discretion, acting reasonably, at any time without prior notice to the Client. Any changes will be posted on such Zoopla owned website as Zoopla may dictate, and become effective at the time of posting.

5. Intellectual Property

5.1 All intellectual property rights in the Website (but excluding the Materials) shall be the property of Zoopla but provided payment has been made in full and the Client has signed the “pre-go-live” form to which clause 26 of these terms and conditions refers, for the duration of the Term only, the Client will be granted a non-exclusive licence to use the copyright to a single instance of the visual design of the Website for the purpose of operating the Website. To clarify, this does not preclude Zoopla from being able to use elements of the design with other Clients’ websites. The placing of an Order by the Client or other person/agency on behalf of the Client constitutes a guarantee that the Materials do not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party intellectual property rights (Inappropriate Content) all necessary authority and permissions have been obtained in respect of the Materials and that the inclusion of the Materials on the Website would not constitute an offence. The Client indemnifies Zoopla in respect of all actions; proceedings; costs demands and claims arising from any such breach of this guarantee.

5.2 Any scripts, ASP applications or software (unless specifically agreed) written by Zoopla remain the copyright of Zoopla and may only be commercially reproduced or resold with the express permission of Zoopla. No access to source code will be provided to the Client.

5.3 Any technologies, functionality or themes used in the Website are deemed as individual instances paid for by the Client but the Client does not acquire any exclusive rights to these functions, technologies or themes. Zoopla does not undertake, offer, imply, or infer exclusivity in respect of geographical location, market position or business type.

5.4 The Client acknowledges that its Website may include the use of open source software and third-party plugins. Zoopla shall have no liability in respect of any third party or open-source software used in construction or operation of the Website and/or products (“Third Party Products'').The use of such Third Party Products will be governed by the separate terms and conditions of the relevant provider of the Third Party Products and this Agreement will not govern such use. The Client acknowledges that any terms and conditions for the Third Party Product are solely between the Client and the relevant Third Party Product provider and  Zoopla has no control over the terms and conditions, policies, agreements or notices which govern the Third Party Products. Zoopla is not responsible or liable for any Third Party Product made available through the Website or any actions or inactions of the providers of such Third Party Products. The Client is advised to seek its own legal advice before using any Third Party Products and/or entering into any terms and conditions for the Third Party Products. For the avoidance of doubt, Zoopla does not endorse or recommend any specific Third Party Products.

6. Content and Obligations

6.1 Client warrants and represents that:

1. Content and features on the Website will comply with all applicable laws, regulations and codes of practice in the United Kingdom and any compliance guidelines published or made available by Zoopla from time to time, including but not limited to Data Protection Legislation, will not be defamatory, misleading, 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.

2. It is responsible for the integrity of the content and features on the Website, which is in all respects true, complete and accurate to the best of the Client’s knowledge and belief and the Client shall promptly update or correct content or features 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.

3. It holds all necessary authorities, consents and licences necessary to use, display, reproduce, publish the content and features.

6.2 Client acknowledges and agrees that neither Zoopla nor any Group Company is responsible for any error, corruption of data, or omissions on the Website.

7. Monetary Conversions, Currency Conversions and Converting of Measurements

Should Client request that the Website includes monetary, currency conversions or converting of measurements, Client shall specify the appropriate rate/conversion and Zoopla shall have no liability for any errors or omissions in relation to such conversions.

8. Data Protection

8.1 The Parties acknowledge that the Client is the data controller and Zoopla is the data processor of any Personal Data collected from consumers via the Website (the “Client Personal Data”). In relation to the processing of the Client Personal Data:

1. Zoopla shall process the Client Personal Data only in accordance with the Client’s written instructions, unless required to do otherwise by United Kingdom law to which Zoopla is subject, in which case Zoopla shall inform the Client of the legal requirement (unless prohibited from doing so by law);

2. Zoopla shall ensure that all its staff involved in processing the Client Personal Data are under appropriate contractual or statutory duties of confidentiality;

3. Zoopla shall implement appropriate technical and organisational measures to ensure a level of security for the Client Personal Data appropriate to the risks associated with Zoopla’s processing of the Client Personal Data;

4. Client acknowledges that Zoopla may use sub-processors to deliver the Services. Zoopla shall provide a list of all sub-processors on written request by the Client;  

5. Zoopla shall assist the Client by appropriate technical and organisational measures to enable the Client to respond to requests from data subjects exercising their data subject rights under the Data Protection Legislation at Client’s expense;

6. Zoopla shall provide the Client with reasonable assistance in ensuring compliance with the Client’s obligations under Articles 32 to 36 (inclusive) of the UK GDPR including informing the Client of a personal data breach without undue delay;

7. on termination or expiry of the term of this Agreement, Zoopla shall delete or return (at the Client’s option) all existing copies of the Client Personal Data in its control or possession, unless retention is required by United Kingdom law to which Zoopla is subject;

8. Zoopla shall make available to the Client all information in its possession or control that is necessary to demonstrate Zoopla’s compliance with its obligations under this Clause; and

9. Zoopla shall allow the Client, on reasonable prior written notice (being not less than 15 business days) and during Business Hours, reasonable access to Zoopla’s premises, records, staff and systems (and reasonable related assistance) to enable the Client to verify Zoopla’s compliance with its obligations under this Clause.

8.2 Client Personal Data is processed for:

1. for the collection of contact details of users of the Website requesting to be contacted by the Client; and    

2. the functioning of cookies and similar technology, this includes online identifiers such as IP addresses and associated behaviour of users of the Website.

 

9. Privacy Notice and Cookies

9.1 All Zoopla’s websites use cookies and/or similar technologies. Cookies are used for purposes such as to allow the Website to function, and to understand and assist user experience.

9.2 Client Responsibilities

1. The Parties acknowledge that the Client is responsible for complying with the Data Protection Legislation, including having a consent management platform in place where required, and displaying appropriate privacy notices and cookie notices on the Website.
   
   
2. The Client acknowledges and agrees that they are at all times responsible for deploying a privacy notice that is compliant with Data Protection Legislation on the Website. The Client acknowledges that the Deliverables do not include a privacy notice and that the Client is at all times responsible for such notice being deployed on the Website, including the accuracy of such notice.
   
   
3. Where Zoopla provides the Client with a template Cookie Notice, the Client acknowledges that this template is for information purposes only and will require tailoring depending on the Client’s processing activities and any further cookies it deploys, or allows a third party to deploy, on its Website.
   
   
4. Where the Client amends or adds cookies to the Website that have not been provided by Zoopla, or allows them to be added, the Client agrees that they will amend the Cookie Notice to reflect such change, amendment or addition.

9.3 Zoopla accepts no liability for any third party cookies or similar technology which the Client uses or deploys on the Website. Zoopla recommends that the Client seeks its own independent legal advice to confirm its compliance with the Data Protection Legislation.  Zoopla reserves the right to refuse to allow a Website to go live or to take down a Website which is live until the Client has ensured the Website is compliant with all Data Protection Legislation.

10. Assignment

Zoopla reserves the right to involve subcontractors or outsource any part of the Services.

11. Standard Media Delivery (Content)

Unless otherwise specified in the project quotation, the Agreement and these terms and conditions assumes that any text will be provided by the Client in electronic format (ASCII text files delivered digitally via e-mail and that all photographs and other graphics will be provided electronically in .gif, .jpeg, .png .bmp or .tiff format. Certain Mackintosh (Mac) formats are not supported. Although reasonable attempts shall be made by Zoopla to return to the Client any images or printed material provided for use in creation of the Website, such return cannot be guaranteed.

12. Search Engines

Zoopla does not guarantee that the Website will be optimised for any search engine and is not responsible for the placement of the Website in the order of any search engine provider’s search results.

13. Computer Compatibility & Resolution

Zoopla will optimise the Website to display correctly on both PC (Windows) and Apple Macintosh computers at a screen setting of 1280 pixels (or higher) wide. At a screen width of 1024 pixels (or less) the Website may adapt layout to be more suitable to low- resolution devices, similar to tablets.

14. Browser Compatibility

Zoopla will use reasonable endeavours to ensure the Website displays in the browsers listed below, however there may be differences in the way different browsers display each page. Zoopla will endeavour to ensure the Website displays correctly at the time the Website is first built. Future releases (updates) to any web browsers thereafter are not included and browser compatibility updates will be chargeable at Zoopla’s prevailing rate card, as updated from time to time.

15. Mobile & Tablet Compatibility

The responsive Website will adapt to the device upon which it is being displayed to provide the optimal browsing experience for the end user. Invariably the Website will adapt if a tablet device is rotated from landscape to portrait mode. In certain ‘views’ or modes the Website may be coded to hide or minimise some page elements if deemed irrelevant to the best user experience, particularly the ‘Navigation Bar’ which will not fit on a mobile phone in portrait orientation; in which case an “Navicon” (3 line icon) will be substituted.

16. Non-Standard Screen Resolutions

No warranty is provided for how the Website will display on devices where the user has changed the display resolution from the default (native) setting.

17. Cookies, HTML5 & JavaScript

Websites may use Cookies, JavaScript, CSS, Silverlight and HTML5, and the Website may be associated with a Google Webmaster Tools account. The Client accepts that some of these functions may not work on certain computers that are not enabled with appropriate software or have customised security settings, including iPhones or iPads.

18. File ‘Caching’ (Out-of-Date Stored Copies of Web Pages)

Zoopla accepts no responsibility for misrepresentation due to ‘caching’ of pages either by an Internet Service Provider or local web browser.

19. Delays by Client

In the event of frequent or sustained Client disengagement or frequent delays in responding, Zoopla reserves the right to ‘archive’ the project and where the delay by the Client continues for more than 21 days to invoice the Client for any part of the project already completed. Resurrected archived projects will be subject to a reactivation fee of 10% of the total project value, and the Client undertakes to cooperate with Zoopla in all matters relating to the reactivation, comply with Zoopla’s instructions and promptly provide all information to Zoopla as requested.

20. Property Data Feeds

20.1 The Client undertakes to notify Zoopla 21 days in advance of any scheduled changes to the source CRM system from which the property data feed to the Zoopla Website will be provided.

20.2 Zoopla cannot guarantee to be able to accept property data feeds from all CRM systems. This is subject to the CRM system providing the data feed in a format supported by Zoopla Websites, this may vary from time to time.

21. Zoopla Obligations

21.1 Zoopla shall perform the Services with reasonable skill and care.

21.2 Zoopla:

1. does not warrant that: 

(i) the Client’s use of the Services will be uninterrupted or error-free; or 

(ii) the Services, documentation or any information obtained by the Client through use of the Services will meet the Client’s requirements; 

2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays, and other problems inherent in the use of such communications networks and facilities; and

3. time shall not be of the essence for any Zoopla delivery dates.

22. Website Hosting, Email & AVM (Automated Valuation Model)

In the event that the Services include website hosting and AVM services, whilst reasonable efforts are made by Zoopla to provide uninterrupted services, no guarantees can be made against interruption or malfunction of these services and Zoopla does not accept liability for losses caused by the unavailability, malfunction, inaccuracy or service interruption. Zoopla reserves the right to refuse to handle in any way Materials that may be deemed inappropriate content or in any way controversial, and to terminate the hosting service should the necessity arise. The AVM Services (including any results generated by them) are provided on an “as is” basis. The AVM Services (including any results generated by them) are not provided for any particular purpose and the Client is solely responsible for determining their accuracy, completeness, usefulness, and fitness for its intended purposes. The Client shall not rely on the AVM Services, or any results generated by them. The Client acknowledges that the results generated by the AVM Services are provided on an open market valuation basis without the benefit of inspection of the subject property and on the basis that the subject property is sold with vacant possession and without any material defects in structure or title.

23. Domain Names

Zoopla does not offer domain registration or management services. The Client remains responsible for ensuring the domain name will be renewed when required by the registration bodies.

24. Updates and Modifications

The Zoopla Websites contract does not include additional updates to the Website after the Website has been signed-off to go live. If the Client wishes to make any modifications, then Zoopla shall provide a quote for the work required which the Client shall agree to before any work commences.

25. Payment

All payments under this Agreement will be calculated from the Start Date not the date the Website is live. The Client agrees to make all payments by Direct Debit except for the initial Website deposit. All set-up costs will be payable within the Client’s first direct debit. If any account remains unpaid (30) days after the date of the invoice, the provision of the Services will be temporarily suspended until payment is received and Zoopla shall be entitled, but not obliged, to charge the Client interest on the overdue amount. Such interest shall be payable by the Client forthwith on demand, from the due date up to the date of actual payment, after as well as before judgement, at the rate of 4% per annum above the base rate for the time being of Barclays Bank Plc. Such interest shall accrue daily and be compounded quarterly. Zoopla reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. Zoopla reserves the right to charge a fee in line with Zoopla’s prevailing rate card, as updated from time to time, to have the Services reinstated. Changes to the Website after sign-off/go-live will be subject to Zoopla’s hourly rate, as updated from time to time. Our Designers will review and provide a quotation before any work is scheduled. Website changes should be confirmed with the Design team 3 weeks in advance of any deadline. Further information can be found here: https://www.zooplawebsites.co.uk/guides/website-faqs or such other website as Zoopla may launch at its discretion.

26. Term and Termination

26.1 The Agreement shall continue until terminated in accordance with these terms and conditions. The Agreement shall continue for the Initial Term (unless terminated in accordance with these terms and conditions), after which the Agreement shall automatically renew for successive periods of 12 months (each a “Renewal Term”). Together the Initial Term and any applicable Renewal Term will be defined as the “Term”.

26.2 Either party shall only be entitled to terminate the Agreement for convenience on at least one month’s notice, such termination to take effect on expiry of the Initial Term or Renewal Term (as applicable).

26.3 Zoopla may terminate the Agreement immediately at any time by written notice to the Client if:

1. The Client commits any material breach of its obligations under the Agreement which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied; or

2. The Client fails to pay any amount due under the Agreement on the due date for payment; or

3. The Client ceases to trade or becomes insolvent or unable to pay its debts within the meaning of the Insolvency legislation applicable to the Client; or

4. A person is appointed to manage or take control of the whole or part of the business or assets of the Client, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; or

5. The ability of the Client’s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of the Client’s creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or

6. Any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors.

26.4 On termination of the Agreement pursuant to clause 26.2 or 26.3 all licenses granted to the Client shall terminate immediately. For the avoidance of doubt on termination of the Agreement, the Client will cease all use of the Website. If the Client maintains any information or files on Zoopla web space, Zoopla will, at its discretion, remove all such material from its web space. Zoopla is not responsible for any loss of data incurred due to the removal of the Services. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client's account. Payments returned for insufficient funds will be assessed a return charge of £25 and the Client's account will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay Zoopla’s reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Zoopla in enforcing these terms and conditions.

26.5 In the event of termination during the design or build stage, the following payment obligation will apply:

1. Termination Prior to Website Being Taken Live:  In the event of early termination by the Client prior to the Website being made live, any outstanding balance from the initial contract term will be immediately payable.

27. Design Credit

A link to Zoopla will appear in either small type or by a small graphic at the bottom of the Website. If a graphic is used, it will be designed to fit in with the overall site design. Clients can opt to omit the design credit by paying a one-off levy as per Zoopla’s prevailing rate card, as updated from time to time. On written request from Zoopla, Client shall immediately remove any reference or graphics associated with Zoopla from the Website.

28. Post-Placement Alterations

Zoopla cannot accept responsibility for any alterations caused by a third party occurring to the Client's pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.

29. Client-Responsible Issues

Investigative & remedial work carried out by Zoopla staff will be free-of-charge within the service contract in all circumstances where Zoopla are responsible for the error or omission. Where it transpires the Client’s actions, software or hardware are responsible for the issue, investigative & remedial work carried out by Zoopla will be chargeable at Zoopla’s standard hourly rate.

30. Limitation of Remedies and Liability

30.1 Nothing in the Agreement shall operate to exclude or limit Zoopla’s liability for:

1. Death or personal injury caused by its negligence; or
2. Fraud or fraudulent misrepresentation.

30.2 Subject to clause 30.1 Zoopla shall not be liable to the Client for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

30.3 Subject to clause 30.1, Zoopla’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 50% of the total charges paid by the Client to Zoopla under the Agreement in that calendar year.

30.4 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.

31. Severance

If any provision or part-provision of the Agreement 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 shall not affect the validity and enforceability of the rest of the Agreement.

32. Waiver

No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

33. Third Party Rights

Zoopla’s Group Companies may benefit from and enforce the terms of this Agreement. Except as expressly provided elsewhere in the Agreement a person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

34. Notices

34.1 Any notice given to a party under or in connection with the Agreement shall be in writing and shall be:

1. Delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

2. Sent by email to the address specified in the Order Form.

An electronic copy of all notices addressed to Zoopla shall be sent to grouplegal@houseful.co.uk.

Any notice shall be deemed to have been received:

1. If delivered by hand, on signature of a delivery receipt or at the time the notice is left at the property address; or
2. If sent by pre-paid first-class post or other next working day delivery service, at 9am on the second business day after posting or at the time recorded by the delivery service; or
3. If sent by email at 9am on the next business day after transmission.

34.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include e-mail.

35. Confidentiality

The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature and have been disclosed to the Client by Zoopla to the Client or its agents, and any other confidential information concerning Zoopla’s business or its products and/or services which the Client may obtain. The Client shall restrict disclosure of such confidential material to such of its employees, agents or subcontractors as need to know it for the purposes of discharging the Client’s obligations to Zoopla and shall ensure that such employees, agents, or sub- contractors are subject to obligations of confidentiality corresponding to those which bind the Client.

36. Force Majeure 

Zoopla shall not in any circumstances have any liability to the Client under the Agreement if it is prevented from, or delayed in, performing its obligations under the Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Zoopla or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

 

Last updated: October 2024