Product Specific Terms and Conditions
“Authorising Contact” the contact You stipulated in the Order, as updated from time to time by written notice to Zoopla;
"Brand Guidelines” means Zoopla’s brand guidelines as updated from time to time;
“Client HTML Creative” means a completed HTML creative supplied or made available by, on behalf or on the instruction of, You to Zoopla or any Group Company for the purposes of the Email Campaign(s);
"Client HTML Creative Delivery Date" as defined in section 5.1.1 of these Email Campaign Terms and Conditions;
“Content" means the Raw Content or the Client HTML Creative;
"Delivery Date" means the Client HTML Creative Delivery Date and the Raw Content Delivery Date, collectively;
"Effective Date" means the date both Parties have signed the Order Form or Zoopla has received Client’s purchase order, whichever is earlier;
“Email Campaign” means an email campaign sent by Zoopla to the Target Audience;
"Email Campaign Terms and Conditions" means these terms and conditions;
"End Date" means the date that Zoopla has attained the required number of emails opened or click throughs from an Email Campaign or has sent the required number of emails as set out in the Order;
"Fees" means the amounts due to Zoopla (or any Group Companies) by you as agreed in the Order (which shall include email or as varied from time to time in accordance with Clauses 4.10 and 4.11 of the Member Terms and Conditions);
"Member Terms and Conditions" has the meaning set out in set out in Clause 1 of these Email Campaign Terms and Conditions;
“Order” means the Order Form or the Client’s purchase order;
“Order Form” means the Zoopla order form
“Raw Content” means any and all content, data, advertisements, 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 the creation of the Zoopla HTML Creative;
"Raw Content Delivery Date" as defined in section 5.1.2 of these Email Campaign Terms and Conditions;
"Send Date" means the date (as set out in the Order) on which the Email Campaign will be sent by Zoopla to the Target Audience;
"Services" means advertising services specified in the Order. The Services will be provided by Zoopla (or its Group Companies);
“Specifications” means Zoopla’s HTML Creative Technical Specifications
“Target Audience” means a segment of the UK population which can be clearly defined and which You are aiming to market your products and/or services to;
"You" means the agent or developer set out in the Order;
"Zoopla" or "the Company" 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; and
“Zoopla HTML Creative” means the complete HTML creative created by Zoopla or any Group Company using the Raw Content provided, for the purposes of the Email Campaign.
1. These Email Campaign Terms and Conditions shall be between You and Zoopla and shall incorporate the Order Form (where applicable) and the Member Terms and Conditions, found at www.zoopla.co.uk/members/terms ("Agreement"). In the event of conflict:
Where there is an Order Form, the terms of the Order Form then these Email Campaign Terms and Conditions shall take precedence over the Member Terms and Conditions;
Where there is no Order Form and Client has submitted a purchase order, these Email Campaign Terms and Conditions shall take precedence over the Member Terms and Conditions. For the avoidance of doubt, any reference to Client’s terms and conditions which may be specified on Client’s purchase order, shall not apply to the Services.
The Agreement shall take effect from the Effective Date.
2. Subject to these Email Campaign Terms and Conditions, Zoopla (or any Group Company as Zoopla may determine) will provide You with the Services from the Send Date to the End Date. Zoopla may vary the Services (including amending the advertising campaign criteria, length of the advertising campaign in order to maximise performance) from time to time with or without notice to You.
3. Cancellation or Delay:
3.1 If You fail to deliver the Content by the Delivery Date, all Fees* shall become immediately due and payable and Zoopla may, at its absolute discretion, terminate this Agreement or delay the Send Date.
3.2 You may elect to cancel the Services and terminate this Agreement prior to the Send Date provided that you give written notice to Zoopla:
3.2.1 Where You cancel after the relevant Delivery Date, 100% of the Fees* will be payable in accordance with the terms of the Member Terms and Conditions;
3.2.2 If You cancel prior to the relevant Delivery Date, no Fees will be payable.
3.2.3 You may elect to reschedule the original Send Date of an Email Campaign, by mutual written agreement with Zoopla no less than 24 hours before the Send Date. Subject to clause 3.2, if You elect to reschedule an Email Campaign on more than two occasions, 50% of the Fees* will be payable in accordance with the terms of the Member Terms and Conditions;
*exclusive of VAT which shall be payable by You in addition.
3.3 Should Zoopla be unable to send the Email Campaign to the Target Audience on the Send Date, Zoopla will notify You and agree a new Send Date.
4. You agree not to use the Service for:
4.1 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;
4.2 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.
5. Your Obligations
You acknowledge that by agreeing to these Email Campaign Terms and Conditions you hereby covenant to comply with the following obligations during the Term of this Agreement:
5.1 Supply of Content
5.1.1 If You provide a Client HTML Creative for the Email Campaign, You must provide this Order and the final version of the Client HTML Creative not less than one Business Day before the Send Date (“Client HTML Creative Delivery Date”).
5.1.2 If You provide Raw Content for Zoopla to use in the creation of a Zoopla HTML Creative for the Email Campaign, You must provide this Order and the Raw Content not less than 5 Business Days before the Send Date (“Raw Content Delivery Date”). You acknowledge and agree that all intellectual property rights in the Zoopla HTML Creative vests in Zoopla and/or its licensors/sub-contractors and that You have no rights in, or to, such intellectual property and may not use the Zoopla HTML Creative in conjunction with any other property portal or competitor of Zoopla’s.
5.2 Content Requirements
(a) Unless otherwise specified in the Order, you are responsible for supplying all Content to Zoopla. Zoopla shall not be liable for any failure to provide the Services where such failure derives from your failure or delay in supplying the Content in accordance with the terms herein.
(b) All Content must comply with these Email Campaign Terms and Conditions and the Specifications, and must be relevant to the product, goods or services which You are selling.
(c) Content must be developed for the Target Audience and You must inform Zoopla in advance of the Delivery Date(s) who the Target Audience is.
(d) You own the copyright and/or possess all relevant rights to the Content to be used by Zoopla to carry out the Services. You will indemnify Zoopla from and against any claims, losses, fines or other liability arising from the any third party claims relating to Your Content;
(e) Content will comply with all applicable laws, regulations and codes of practice in the United Kingdom (including but not limited to codes of conduct issued by the Advertising Standards Agency) and will not be defamatory or infringe any copyright, trademark or other intellectual property rights or rights of any third party whatsoever;
f) 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;
(g) You will not provide any Content which may encourage criminal conduct or which may give rise to civil liability;
(h) You will not place within any Content any links which will take users to unlawful material or material that contravenes these Email Campaign Terms and Conditions.
(i) If Your Content links to another website, You are responsible for maintaining the links to the linked website. Zoopla may remove from the Email Campaign any Content which is, or contains links to a website which is, in Zoopla’s opinion, defamatory, illegal or objectionable or will bring Zoopla into disrepute. You will indemnify Zoopla from and against any claims or liability arising from the content of websites that are linked to from Your Content.
5.3 You must pay the Fees in accordance with clause 7 below.
6. Our Responsibilities
6.1 Zoopla shall supply the Services in accordance with the terms set out in the Order.
6.2 Zoopla shall add Zoopla’s standard Email Campaign header and footer, as set out in the Specifications, to the Content and shall send a proof Email Campaign to the Authorising Contact.
6.3 The Authorising Contact must approve (in writing) the proof Email Campaign by email or by submitting a booking form to Zoopla. Zoopla will not send the Email Campaign to the Target Audience without receipt of this written approval. Zoopla will not be liable for any failure to send the Email Campaign on the scheduled Send Date, due to Your failure to provide the written approval.
6.4 Zoopla will not be liable for any mistakes and/or faulty or missing links once the Email Campaign has been approved.
6.5 Zoopla retains editorial control over all communications sent by Zoopla to the Target Audience, and may vary the Email Campaign (including amending the campaign criteria or the Target Audience) in order to maximise performance, at its sole discretion, with or without notice to You.
7.1 You shall pay any Fees set out in the Order in accordance with the terms set out on the Order and the Member Terms and Conditions.
7.2 All sums payable under this Agreement are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question. All payments due hereunder shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payer is required by law to deduct withholding tax from sums payable to the payee.
7.3 Interest on late payments shall be due in accordance with the Member Terms and Conditions.
8.1 In addition to the termination rights set out in the Member Terms and Conditions, Zoopla may terminate the Agreement if:
you abuse the Service in any way;
there is a material breach or consistent breaches of these Email Campaign Terms and Conditions; and
You fail to pay the Fees to Zoopla within 14 calendar days of receipt of written notice.
8.2 Zoopla may terminate any Order in whole or in part, for convenience on written notice by giving not less than 5 days’ notice.
8.3 This Agreement shall terminate on the End Date. Clauses 3 and 7 of these Email Campaign Terms and Conditions shall survive termination of this Agreement.
9. Remail Campaign
9.1 You may request that Zoopla send the Email Campaign out to the Target Audience for a second time (a “Remail Campaign”).
9.2 You must provide Zoopla with the Order and the Content (if applicable) within the time frames set out in clause 5.1 above.
9.3 Remail Campaigns must be sent within 14 days of the Send Date of Your original Email Campaign.
10. Zoopla may publish and make available to the public by any means any Content that You submit, post, upload, email or otherwise transmit to it at its sole discretion and it shall not amend any such material prior to publication.
11. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Last updated: May 2021%method>