Product Specific Terms and Conditions
Affordability Buyer Leads (CPL) Terms and Conditions
In these Terms and Conditions the following terms shall have the following meanings:
Customer Data: means the Personal Data provided through a Lead, which may include: Name Telephone Number Email Address Initial Term: the term specified in the order form, after which the Order Form will automatically terminate unless agreed otherwise by the parties. Total Spend Cap: means the total spend cap specified in the Order Form, if any.
These additional Affordability Buyer Leads (CPL) Trial Terms and Conditions relate specifically to the provision of the Affordability Buyer Leads (CPL) Services and are in addition to, not the exclusion of, the Member Terms and Conditions and the Member agrees to comply with these Affordability Buyer Leads (CPL) Trial Terms and Conditions as well as the Member Terms and Conditions.
Where these Affordability Buyer Leads (CPL) Trial Terms and Conditions conflict with the Member Terms and Conditions in relation to a matter specifically pertaining to Affordability Buyer Leads (CPL) Services, these Affordability Buyer Leads (CPL) Trial Terms and Conditions shall prevail and in all other cases the Member Terms and Conditions shall prevail.
Definitions used in these Affordability Buyer Leads (CPL) Trial Terms and Conditions shall, unless otherwise indicated, have the same meanings as those given to them by the Member Terms and Conditions.
Subject to the payment of the Cost Per Lead for each unique Lead as specified in this Order Form, Zoopla will provide the Member with Leads via an API or email or as otherwise determined by Zoopla.
The Member will
provide Zoopla with all the information Zoopla required in order to provide the Leads to the Member;
ensure that all information provided by it to Zoopla is accurate, up-to-date, complete and not-misleading
keep any links/APIs provided by Zoopla secure against unauthorised access or use and in accordance with Applicable Laws and Regulations
For the avoidance of doubt nothing restricts Zoopla from engaging with other third parties to provide introductions that are the same or similar to those provided by Zoopla under this Order Form.
Following the Leads, at the end of each month, the Member will discuss with Zoopla the quality of the Leads provided and their conversion rate. Where possible this information will be shared back as aggregated and anonymised data or in the event this is not possible and Personal Data is shared back, this will be done in compliance with all Data Protection Legislation.
For the avoidance of doubt, Zoopla does not guarantee the accuracy or completeness of any data, including Lead Content, provided to Member via the Lead, or any other means of transfer. In addition, Zoopla does not guarantee the number of Leads it will send to the Member.
Zoopla reserves the right to stop providing Leads to the Member at any time.
Each party shall comply with its respective obligations under Data Protection Legislation and this Agreement in relation to personal data collected, processed, supplied or made available to it, under or in connection with this Contract and will comply with the data protection clauses show in schedule 1 of these Affordability Buyer Leads (CPL) Terms and Conditions. For the avoidance of doubt, these data protection clauses will take precedence over the data protection clauses in the Member Terms and Conditions.
In consideration for the Leads, the Member will pay Zoopla the Fees which are calculated on the Cost per Lead for each Lead received in a month, subject to any Total Spend Cap. Zoopla will bill the Member monthly in arrears for these Fees. Zoopla will report to Member the number of unique Leads provided to Member on a monthly basis. Any duplicated Leads or Leads from the same consumer email address or consumer telephone number in a calendar month shall not be counted as unique.
Member’s rights to access and use the Affordability Buyer Leads (CPL) Services shall continue until the earlier of: (i) termination of this Order Form (howsoever determined); (ii) the end of the Initial Term or Renewal Term (if applicable); (iii) Zoopla discontinues the Affordability Buyer Leads (CPL) Services; or (iv) Member breaches the terms of this Agreement.
Member acknowledges that the Affordability Buyer Leads (CPL) Services is provided on an ‘AS IS' or ‘AS AVAILABLE' basis and, to the extent permitted by applicable law, Zoopla expressly disclaims all representations, warranties or guarantees that the Affordability Buyer Leads (CPL) Services will meet Member’s needs or that the Affordability Buyer Leads (CPL) Services will be generally available.
Zoopla shall be under no obligation to make the Affordability Buyer Leads (CPL) Services available and Zoopla may discontinue the Affordability Buyer Leads (CPL) Services at any time without notice or liability. In addition, Zoopla may vary the Affordability Buyer Leads (CPL) Services from time to time with or without notice to the Member.
All intellectual property rights in the Affordability Buyer Leads (CPL) Services shall belong to Zoopla and/or its licensors/sub-contractors and Member shall have no rights in, or to, such intellectual property other than the right to use the same in accordance with these terms and conditions.
Schedule 1
For the purposes of this Order Form and the Data Protection Legislation the parties agree that Zoopla and the Member are joint Controllers only for Customer Data.
The Member will be the sole Controller in respect of all personal data provided to it either directly or indirectly by the individual of the Lead following any Lead.
Each Controller, for the purposes of the Lead or share of personal data for data insights as detailed in the Order Form, shall be responsible for:
ensuring Personal Data is not irrelevant or excessive with regard to the purposes for which it is being shared and processed;
with reasonable endeavours ensure Personal Data it provides to the other party is accurate and up to date;
with reasonable endeavours ensure Special Categories of Personal Data and criminal offence data is not shared between the parties;
ensuring the rights of Data Subjects are complied with and statutory timescales met, and if one of the Controllers receives a request or inquiry from a Data Subject regarding matters covered by the other Controller's responsibilities, the request shall be forwarded to that Controller without undue delay;
ensuring that Personal Data is erased and no longer processed when it is no longer necessary to meet the purpose of the Introduction;
ensuring that it has a valid lawful basis under Article 6 (and where required, Article 9) of the UK GDPR for processing of Personal Data covered by its area of responsibility including meeting the right to be informed, the obtaining of consent, and providing of privacy notices, if required;
ensuring its compliance with the requirement in Article 35 of the UK GDPR on data protection impact assessments. Where a type of processing in particular using new technologies, and taking into account the nature, scope, context and purposes of the processing is likely to result in a high risk to the rights and freedoms of Data Subjects, Controllers must where required, prior to the processing, carry out an assessment of the impact of the envisaged processing operations on the protection of Personal Data;
complying with their obligation to report a reportable Personal Data Breach within 72 hours of becoming aware to the Information Commissioner’s Office and (where applicable) Data Subjects under the Data Protection Legislation, and shall each inform the other party without undue delay of any Personal Data Breach only concerning Personal Data processed for the purposes of the Introduction, irrespective of whether there is a requirement to notify the Information Commissioner’s Office or any Supervisory Authority or Data Subject(s);
compliance with the requirement for security of processing in Article 32 of the UK GDPR;
providing the other on written request with details of Processor and Subprocessor(s) that process Personal Data on behalf of a Controller for the purposes of the Introduction, and will remain liable for the acts and omissions of all its agents, contractors, Processors subcontractors, Subprocessors, and employees as if they were its own;
assisting each other to the extent this is relevant and necessary at no additional cost in order (i) for both parties to comply with their obligations to the Data Subjects; and (ii) to facilitate the handling of any Personal Data Breach in an expeditious and compliant manner; and
shall only, and it shall procure that any Processors or Subprocessor(s) shall only, transfer or otherwise process Personal Data processed for the purposes of the Introduction outside United Kingdom (UK) or the European Economic Area (EEA) where the recipient country is considered by the UK Information Commissioner’s Office to offer an adequate level of protection for Personal Data, or where the exporting party complies with Data Protection Legislation ensuring the lawful and secure transfer of Personal Data to a third party territory, such as through use of Standard Contractual Clauses together with the UK Addendum.
This Schedule 1 shall survive termination (for any reason) or expiry of this Contract.
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