Product Specific Terms and Conditions

Progression Portal Supplemental Terms and Conditions

("supplemental agreement")

(1) Zoopla Limited, owns and operates the Progression Portal Platform ("Platform").

(2) Zoopla has been engaged to provide services to certain estate agents which are users of the Platform. Zoopla may refer via the Platform Prospective Customers to certain service providers.

(3) Pursuant to a Referral Agreement (the "Agreement"), entered into between either (i) Zoopla Limited or (ii) Yourkeys Technology Limited, which was subsequently assigned to Zoopla Limited ("Zoopla"); and you (the “Company”), Zoopla may from time to time refer additional potential customers requiring the Services to the Company via the Platform for a Referral Fee.

(4) By accepting EA Referrals (as defined below), Zoopla and the Company agree to enter into this supplemental agreement to further expand the opportunity for Zoopla to make EA Referrals (as defined below).

(5) The Company agrees that where, following an EA Referral, it enters into a Relevant Contract which results in Completion it shall pay Zoopla the applicable EA Referral Fee

1. Definitions and interpretation

1.1 Unless otherwise stated, capitalised terms in this supplemental agreement have the same meaning as in the Agreement. In addition, the following terms in this Supplemental agreement shall have the following meanings.

"API" means the Application Programming Interface used to integrate the CRM with the Platform;

"Commencement Date" means the date of this supplemental agreement or if unsigned the date on which Company accepts its first EA Referral; ;

"Completion" means the completion of the Transaction to which the Relevant Contract relates;

"Customer Relationship Management System (CRM)" means the Company's customer relationship management system which shall be integrated into the Platform via the API;

"EA Referral" means (in this supplemental agreement only) the provision of the details of the Prospective Customer(s) by Zoopla. Referred shall be interpreted accordingly;

"EA Referral Fee(s)" means (in this supplemental agreement only) the referral fee set out in Clause 3.1;

"Estate Agent(s)" means users of the Platform which are part of Zoopla's referral network as providers of estate agency services to homebuyers.

"Prospective Customer(s)" means a customer of an Estate Agent which the Estate Agent reasonably believes may be interested in the Services;

"Relevant Contract" means a contract for the supply of Services entered into between the Referred Prospective Customer and the Company;

"Services" means (in this supplemental agreement only) the services provided by the Company or Panel Member; and

"Transaction" means the sale and/or purchase of the property/properties to which the EA Referral relates and for which the Company has provided Services pursuant to a Relevant Contract.

1.2 This supplemental agreement is supplemental to and unless stated otherwise incorporates the terms and conditions of the Agreement as if they were set out herein.

1.3 In the event of any conflict between the terms of the Agreement and this supplemental agreement, the terms of this supplemental agreement shall prevail to the extent such conflict relates to the subject matter of this supplemental agreement.

1.4 Other than as varied or supplemented by this supplemental agreement, the Agreement continues in full force and effect in accordance with its terms.

2. Referrals

2.1 From the Commencement Date, Zoopla may make EA Referrals available to the Company via the Platform.

2.2 The Company shall use the CRM to accept or reject each EA Referral, the Company shall have no obligation under this Agreement to accept any Referrals nor to enter into any Relevant Contract.

2.3 By accepting an EA Referral using the CRM and entering into a Relevant Contract, the Company agrees to pay Zoopla the EA Referral Fee for each successful EA Referral which results in Completion.

2.4 Zoopla shall not:

(a) hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind the Company in any way;

(b) make warranties or representations regarding the Services on behalf of the Company; or

(c) make or enter into any contracts or commitments or incur any liability for or on behalf of the Company, including for the provision of the Services or the price for them, and shall not negotiate any terms for the provision of the Services with Prospective Clients.

2.5 Upon receipt of an EA Referral from Zoopla, the Company shall accept or reject the EA Referral as soon as reasonably practicable and in any event within five (5) Business Days. Any EA Referral which has not been accepted within this timeframe shall be treated as rejected and Zoopla reserves the right to Refer the Prospective Customer to another third party for the same or similar services to the Services.

2.6 Each party acknowledges and accepts that:

(a) Zoopla has no authority to bind the Company to accept an EA Referral. Company is solely responsible for accepting EA Referrals on its own behalf using the CRM;

(b) by indicating its acceptance of the EA Referrals via the CRM, the Company agrees to be bound to pay the EA Referral Fee in respect of any Relevant Contract resulting in Completion;

(c) for each EA Referral it accepts, the Company has the exclusive right to manage the sales process for the Services following an EA Referral and Zoopla will not be involved in the process in any way;

(d) the Company shall be under no obligation to accept or follow-up on any EA Referral made by Zoopla; and

(e) the Company shall be under no obligation to enter into a Relevant Contract (regardless of whether the EA Referral is accepted).

2.7 The Company shall ensure that it maintains the CRM and API so that the information relating to the Transaction can be accessed by Zoopla at any time. If, at any time, Zoopla ceases to be able to access the relevant information, Zoopla shall be under no obligation to make EA Referrals and will be able to request the Company provides the relevant information directly to Zoopla in a format specified by Zoopla.

2.8 The Company warrants and represents that it is and shall remain duly licensed and authorised to provide the Services to Prospective Customers and to perform its obligations under this supplemental agreement.

3. EA Referral Fee and payment

3.1 Upon Completion, Zoopla shall be entitled to receive the EA Referral Fee.

3.2 The Company shall pay Zoopla a Referral Fee of £150 in respect of each EA Referral which results in a Relevant Contract. Zoopla reserves the right to increase the Referral Fees by giving 45 days' notice to the Company but, where such notice is not given, the parties agree that the Referral Fees shall automatically increase annually in line with the percentage increase in the UK Retail Prices Index since the Referral Fees were last set.

3.3 The Company shall use the CRM to update Zoopla without undue delay of Completion and other key milestones relating to the Transaction.

3.4 The Company shall pay the aggregate Referral Fees payable for that month within 30 days of the end of each month ("Due Date").

3.5 In the event that the Company accepts an EA Referral which does not result in a Relevant Contract or Completion, the Company shall inform Zoopla of this via the CRM. If requested, the Company shall furnish Zoopla with supporting evidence that a Relevant Contract has not been executed and/or that Completion has not occurred.

3.6 All sums payable under this Agreement:

(a) are exclusive of value added tax or other applicable sales tax, which, if applicable, shall be added to the sum in question; and

(b) 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.

3.7 If Company fails to make a payment due to Zoopla under this supplemental agreement by the Due Date, then, without limiting Zoopla's remedies under this supplemental agreement or the Agreement:

(a) Zoopla may terminate this supplemental agreement and the Agreement;

(b) the Company shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment; and

(c) interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

3.8 Without prejudice to any other rights or remedies of Zoopla set out in the Agreement of available to it under applicable law, the Company hereby indemnifies Zoopla against any losses suffered or incurred by Zoopla arising out of or in connection with the Company's failure to pay the EA Referral Fee.

3.9 Zoopla reserves the right to process payments of EA Referral Fees via a third-party payment processor in the future and Company acknowledges that in such case, Company's continued access to EA Referrals will be dependent on Company taking such steps as reasonably required by Zoopla in order to enable payments to be processed.

4. No partnership or agency

4.1 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.

4.2 Other than as set out in this supplemental agreement, Zoopla makes no representation or warranty that:

(a) Zoopla will make any EA Referrals; or

(b) any EA Referrals will result in a Relevant Contract.

5. Termination

5.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of this supplemental agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so. For the avoidance of doubt, any breach of Clause 2.8 shall be deemed a material breach which is incapable of remedy.

5.2 Zoopla may terminate this supplemental agreement and / or the Agreement for any reason at any time by providing the Company with 30 days written notice.

5.3 Termination of this supplemental agreement shall not affect:

(a) the Company's obligation to pay the EA Referral Fee in respect of Completions relating to EA Referrals made prior to the date of termination; and

(b) the continuation of the Agreement in force (unless otherwise specified by Zoopla).

6. Variations to the Agreement

6.1 To the extent applicable, clause 3.2 of the Agreement shall be deleted in its entirety and replaced with the following:

"The Referral Fee shall be a flat fee of £150 (excluding VAT) per Referral, regardless of the value of the resulting sale of services by the Company’s Panel Member. 100% of the Referral Fee will be chargeable on completion."

6.2 All other terms and conditions of the Agreement shall remain in full force and effect

6.3 In the event the supplemental agreement is terminated but the Agreement remains in force, the provisions of Clause 6.1 shall survive termination.

7. Governing law and jurisdiction

The governing law of this supplemental agreement, and of any claim, dispute or issue arising out of or in connection with it or its subject matter (including non-contractual claims), shall be that of England.

8. Liability

Zoopla’s liability under this supplemental agreement shall be limited to the EA Referral Fees paid by the Company in the 12 months prior to any breach of contract occurring.


Last updated: August 2022