Product Specific Terms and Conditions

Progression Portal Terms and Conditions

These terms and conditions incorporate the Zoopla Member Terms and Conditions (together "the Agreement"). By clicking on the "Accept" button, the Client agrees to be bound by the Agreement.

1. Definitions and interpretation

Capitalised terms in this schedule have the same meaning as in the Member Terms and Conditions. In addition, the following terms in this schedule shall have the following meanings.

"Authorised User" means the Client's staff or subcontractors authorised by Zoopla to access the Platform;

"Buyer Details" means the details of the Prospective Buyer required for the purposes of making a Referral the details of which are set out in the Platform;

"Client" means the person or entity you have registered on the Platform;

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

"Data Protection Legislation" means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (“DPA 2018”); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications). Defined terms in the Data Protection Legislation which are used in this Agreement shall have the meanings given to them in the Data Protection Legislation;

"Participating Member" means the third party service providers which are part of the Client's referral network identified in the Platform as Zooplas of services including conveyancing services and/or mortgage broking services;

"Platform" means the Progression Portal platform which is owned and operated by Zoopla or its Affiliates;

"Prospective Buyer" means a customer of the Client which the Client reasonably believes may be interested in the Services;

"Referral" means the provision by the Client (via the Platform) of the Buyer Details of a Prospective Buyer which may be interested in the relevant Services; Refer and Referred shall be interpreted accordingly;

"Referral Fee(s)" has the meaning given to it in Clause 4;

"Relevant Contract" means a contract for the supply of certain Services entered into between the Referred Prospective Buyer and the Participating Member;

"Services" means the provision of services by Participating Members which may be useful to a Prospective Buyer;

"Sites" means the Client's offices or branches authorised by Zoopla to access the Platform;

"Subscription Fees" means the fees payable by the Client to Zoopla in respect of the Sites and Authorised Users for access to the Platform as may be varied from time to time in accordance with the Member Terms and Conditions;

"Transaction" means the sale and purchase of the property to which the Referral relates and for which the relevant Participating Member has provided Services pursuant to a Relevant Contract;

2. Referrals

2.1 The Client shall use the Platform to identify and refer Prospective Buyers to Zoopla. Zoopla shall refer Prospective Buyers to Participating Members subject to Clause 2.2.

2.2 Zoopla may review the Buyer Details provided by the Client in respect of any Referral to ensure that such Referral meets the eligibility criteria of the Participating Member, including without limitation, considering any affordability criteria as stipulated by the relevant Participating Member where appropriate. Zoopla may reject a Referral if the Buyer Details do not meet the eligibility criteria of the Participating Member and shall notify the Client of such rejection via the Platform.

3. No Authority

3.1 Other than as set out in this Agreement, Zoopla shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind the Client in any way. Zoopla shall not act in a way which will incur any liabilities on behalf of the Client nor pledge the credit of the Client.

4. Referral Fees and Self Billing Arrangements

Referral Fees

4.1 The Client shall be entitled to a Referral Fee in respect of each Referred Prospective Buyer that enters into a Relevant Contract which results in Completion.

4.2 The amount of the Referral Fee payable shall be fixed and calculated (without regard to the value of the Relevant Contract) as set out in the Platform. All Referral Fees are stated to be exclusive of any applicable VAT.

4.3 Zoopla shall pay any Referral Fees within 60 (sixty) days of Completion, provided that Zoopla shall only be required to pay any Referral Fees upon receipt in full cleared funds from the relevant Participating Member. Zoopla shall have no liability to pay any Referral Fees until such fees are received by Zoopla.

4.4 Zoopla may at any time set-off, counterclaim, deduct or withhold the Referral Fee against any liability of the Client to Zoopla under or in connection with this Agreement.

4.5 Termination of this Agreement shall not affect the continuation in force of this Clause 4 and Zoopla's obligation to pay the Referral Fee in respect of Completions relating to Referrals made prior to the date of termination or expiration but for which the Completions occur after the date of termination or expiration of this Agreement.

Self Billing Arrangements

4.6 Unless agreed otherwise in writing between the parties, the Client agrees that Zoopla may raise invoices on behalf of the Client in respect of Referral Fees which become due and payable to the Client. The Client agrees that it will accept each invoice raised by Zoopla on its behalf.

4.7 The Client agrees that it will not raise VAT invoices in its own name in respect of any Referral Fees which may become payable.

4.8 Zoopla will complete its self-billed invoices showing the Clients’s name, address and VAT registration number, together with all the other details which constitute a full VAT invoice.

4.9 Zoopla will inform the Client if its VAT number changes.

4.10 The Client will notify Zoopla immediately if they, (a) change their VAT registration number; (b) cease to be VAT registered, or (c) sell their business or part of their business. Where applicable the parties will then review the self-billing arrangements and determine what actions, if any, need to be taken to ensure that they can continue to self-bill.

5. Subscription

5.1 Zoopla hereby grants to the Client (and its Authorised Users) a personal, non-exclusive, non-transferable right, without the right to grant sub-licences, to access and use the Platform subject to:

a. the terms and conditions of this Agreement;

b. the maximum number of Sites and Authorised Users set out in the Platform and

c. payment of the Subscription Fees.

5.2 In relation to the Platform, the Client undertakes and shall procure that its Authorised Users undertake not to access, store, or distribute any material during its use of the Platform that:

a. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

b. facilitates illegal activity;

c. depicts sexually explicit images;

d. promotes unlawful violence;

e. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

f. is otherwise illegal or causes damage or injury to any person or property; or

g. transmits, introduces, or otherwise permits the introduction of any virus into the Platform;

5.3 The Client shall not and shall procure that its Authorised Users shall not except as permitted by law or in accordance with the terms of this Agreement:

a. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means;

b. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;

c. access all or any part of the Platform to build a product or service which competes with the Platform; or

d. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party other than Authorised Users;

e. attempt to obtain, or assist third parties in obtaining, access to the Platform and/or, other than as provided under this Clause 5; or

f. modify any databases within the Platform,

and such breach of this Clause 5.3 shall constitute an irredeemable material breach, entitling Zoopla to terminate this Agreement immediately on notice to the Client.

5.4 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any unauthorised access or use, promptly notify Zoopla.

5.5 In the event the Client fails to comply with any of the conditions set out in Clause 5, Zoopla reserves the right, in its sole discretion and without liability to the Client or prejudice to any of its other rights or remedies available under this Agreement or applicable law:

a. to disable, terminate or suspend the Client's access to the Platform;

b. with respect to breach of Clause 5.1(b), to charge the Client additional Subscription Fees if the number of Sites or Authorised Users exceeds the number set out on the Platform.

6. Payment of Subscription Fees

6.1 The Client shall pay the Subscription Fees (plus VAT and any other taxes or duties thereon) in accordance with the provisions of Clause 4 of the Zoopla Member Terms and Conditions.

6.2 If during the Term of this Agreement the number of Sites or Authorised Users exceeds the number set out in the Platform then Zoopla may proportionally increase the Subscription Fees to reflect the actual number of Sites or Authorised Users by providing 30 days' prior written notice to the Client by email to the email address registered to the Client's account. The Client's ongoing use of the Platform shall be deemed as acceptance of the increased Subscription Fees which will take effect 30 days after the Client was notified of the change in accordance with this Clause 6.2.

6.3 In addition to the Subscription Fees, any applicable third-party payment processor fees may be charged in accordance with the arrangements notified to the Client by Zoopla from time to time

7. Availability

7.1 Zoopla shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, but the Client acknowledges that there may be downtime for:

a. planned maintenance;

b. unscheduled maintenance; or

c. a Force Majeure Event or other circumstances outside of Zoopla's reasonable control pursuant to Clause 8 of the Zoopla Member Terms and Conditions.

7.2 The Platform is provided on an as-is basis and except as set out in this Agreement all other warranties relating to the Platform are excluded to the fullest extent permitted by applicable law including that the platform will be error free or fit for any particular purpose.

8. Independent legal status of the Participating Member

8.1 The Client acknowledges and accepts that with respect to the Referral Services Zoopla does not act as an agent of the Participating Member and accordingly has no authority to compel, cause or bind the Participating Member to:

a. accept or follow up on any Referral made by the Client; and/or

b. enter into a Relevant Contract.

8.2 Zoopla shall have no liability to the Client for any decisions, actions or inactions that the Participating Member may or may not take in connection with any Referral and/or the entry or not into any Relevant Contract.

9. Data Protection

9.1 Clause 9.1 and 9.2 of the Zoopla Member Terms and Conditions shall apply to any Referrals made by the Client via the Platform. For the avoidance of doubt, the Client shall or shall procure that its Authorised Users obtain the consent of any Prospective Buyer prior to making a Referral to a Participating Member.

9.2 In relation to all Client Personal Data provided or made available to Zoopla by the Client, Zoopla shall:

a. only process such Client Personal Data to the extent necessary to comply with its obligations under this Agreement;

b. comply with the Client's written instructions in relation to any processing activities it carries out on behalf of the Client (including any instruction to rectify, delete, block, destroy or return any Client Personal Data);

c. inform the Client if, in Zoopla's opinion, any instructions given to it by the Client in relation to the processing of such Client Personal Data under this Agreement infringes any Data Protection Legislation;

d. implement and operate, and shall procure that any sub-processor implements and operates, appropriate technical and organisational measures to ensure:

i. the protection of the rights of the data subjects; and

ii. a level of security appropriate to mitigate the risks that are presented by any processing of such Client Personal Data, in particular protection from accidental loss or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Client Personal Data transmitted, stored or otherwise processed by Zoopla pursuant to this Agreement;

e. will not, without the prior written consent of the Client, transfer any such Client Personal Data to any country unless such country is recognised under the Data Protection Legislation from time to time as providing adequate protection for personal data, or adequate safeguards have first been put in place such as will enable each party to comply with the data transfer requirements of the Data Protection Legislation;

f. will take reasonable steps to ensure that only authorised personnel have access to any such Client Data and that any persons whom it authorises to have access to the Client Data are under obligations of confidentiality;

g. will notify the Client without undue delay of any (i) loss, damage or destruction of Client Personal Data, and (ii) any access, use, disclosure or other processing of Client Personal Data other than as expressly permitted under this Agreement or applicable law, and (iii) provide reasonable assistance to the Client in respect of any such breach identified in this Clause 9.2(g);

h. will provide such assistance as the Client reasonably requests, at Client’s sole cost, (taking into account the nature of processing and the information available to Zoopla) to the Client in relation to the Client's obligations under the Data Protection Legislation. Any costs incurred by Zoopla in complying with this provision shall be charged at Zoopla’s standard rates in place from time to time and shall be invoiced monthly in arrears.

i. will make available on request information reasonably required by the Client to demonstrate Zoopla's compliance with its obligations in this Clause 9.2; and

j. as soon as reasonably practicable following termination of this Agreement and subject to Clause 9.4 below, Zoopla will delete or return to the Client (at the Client's direction) the Client Personal Data.
9.3 The Client hereby grants Zoopla a general authorization to appoint sub-processors. Zoopla will ensure that any sub-processor it engages to provide any element of the Platform on its behalf will enter into a written contract which imposes on any such sub-processor terms no less protective of the Client Personal Data than those contained in this Clause 9.

9.4 The Member acknowledges that Zoopla may have access to other copies of the information comprised in the Customer Personal Data and that Zoopla is the controller with respect to such other copies.

10. Confidentiality

Each party may be given access to confidential information from the other party in order to perform its obligations under this Agreement. Each party shall hold such information in confidence and not make the other's confidential information available to any third party, or use the other's confidential information unless the conditions set out in Clause 6.1 of Zoopla Member Terms and Conditions are satisfied.

11. Variation

Zoopla may from time to time amend these Product Specific Terms and Conditions and reserves the right to do so in its absolute discretion. Any changes will be posted on the Platform and become effective at the time of posting. The Client's ongoing use of the Platform shall be deemed as acceptance of any such change.

12. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with English law. Each party irrevocably agrees that the courts of England shall have jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement.

13. General

13.1 Nothing is this Agreement shall be construed as Zoopla making any warranty or representation that any Referral will result in a Relevant Contract (and resulting Referral Fee) and Zoopla shall have no liability to the Client for any loss of profit, sales, revenue, business, agreements, reputational damage or opportunities arising out of or in connection with the Referral Services.

13.2 The Client acknowledges and accepts that Zoopla is not a party to any Relevant Contract made between the Prospective Buyer and the Participating Member and accordingly Zoopla shall have no liability to the Client or any Prospective Customer for the Services provided under a Relevant Contract.

Last updated: August 2022