Portal – User Terms and Conditions 

Upgrade from Jupix to Alto

Version 1.0 dated 10 June 2022

1. About our terms
   1. These terms and conditions of use (Terms) explain how you may use this portal website (Portal). 
   2. These Terms apply between Vebra Solutions Limited (we, us, our) and you. If you are accessing the Portal on your own behalf, you or your means the person accessing or using the Portal. If you are accessing the Portal on behalf of a company or firm, you or your means that company or firm and that company’s or firm’s affiliates and franchisees (if those affiliates and franchisees are authorised to use Jupix), and you warrant and represent that you have authority to bind that company or firm and its affiliates and franchisees to these Terms. If you do not have authority to do so, you should not log into or use the Portal. In these Terms, in relation to a company, affiliate means any subsidiary or holding company of that company, and any subsidiary of a holding company of that company, in each case from time to time. Subsidiary and holding company are both defined in Section 1159(1) of the Companies Act 2006.
   3. You should read these Terms carefully before using the Portal. By logging into or using the Portal or otherwise indicating your consent, you agree to be bound by these Terms. If you do not agree with any of these Terms, you should stop using the Portal immediately.
   4. The Portal is provided by us to you free of charge to guide you through the process of your upgrade from Jupix to Alto. Any agreement for the provision of services by us (or by any of our affiliates) to you will be governed by separate terms and conditions, which will be provided to you separately.
   5. We reserve the right to amend these Terms at any time by publishing amendments on the Portal. The amended Terms will take effect from the date we publish them on the Portal, and from then on will govern the relationship between you and us in respect of your use of the Portal. If you do not agree with the amended Terms, you should not continue to use the Portal after the date we publish the amended Terms.
2. About us
   1. We are Vebra Solutions Limited, a company registered in England and Wales under company registration number 04529917. Our registered office is at The Cooperage, 5 Copper Row, London, SE1 2LH.
   2. If you have any questions about the Portal, please contact us via the “Help” button on the Portal .
3. Using the Portal
   1. The purpose of Portal is to guide you through the process of upgrading your subscription from Jupix to Alto.
   2. You agree that you are solely responsible for all costs and expenses you may incur in relation to your use of the Portal.
   3. You are responsible for ensuring the information you submit to the Portal is accurate and up to date. 
   4. As a condition of your use of the Portal, you agree not to:
      1. use the Portal for any purpose that is not expressly permitted in these Terms;
      2. misuse or attack the Portal by knowingly introducing viruses, trojan horses, worms, logic bombs or any other material which is malicious or technologically harmful (such as by way of a denial-of-service attack);
      3. attempt to gain unauthorised access to the Portal, the server on which the Portal is stored or any server, computer or database connected to the Portal;
      4. use the Portal for any illegal or immoral purpose; 
      5. upload or submit any data, works or material to the Portal that (i) are offensive or abusive or (ii) that infringe the rights of any person, including but not limited to intellectual property rights, rights to privacy or rights relating to personal data or (iii) that breach any applicable laws or (iv) for which you do not have a lawful basis for uploading or submitting into the Portal;
      6. send unsolicited email or instant messages, executable program files, or any unreasonably large files to or from the Portal;
      7. create a false identity or impersonate any person or organisation in relation to the Portal; 
      8. interfere with any other person’s lawful use of the Portal; or
      9. attempt to circumvent any security controls or mechanisms or any password or user authentication methods of any person in relation to the Portal.
   5. We may discontinue the Portal at any time for any reason, without notice and without liability to you.
4. Registration and password security
   1. Use of the Portal requires registration. We are not obliged to permit anyone to register with the Portal and we may refuse, terminate or suspend registration or Portal access for anyone at any time.
   2. We will provide access to the Portal using a username and password system. You must ensure that you have appropriate security measures in place to keep your username and password confidential and secure at all times and that your username and password are not disclosed whether to other individuals within your organisation, or to any third parties.
   3. You are responsible for all use of the Portal that occurs under your username and password, regardless of whether such use is by you or by unauthorised third parties.  
   4. You agree to notify us immediately of any unauthorised use of your Portal account or of any other breach of security relating to your Portal account or password. 
   5. We will not be liable for any loss, damage or other liability arising from your failure to comply with this Clause 4 or from any unauthorised access to or use of your Portal account or password.
   6. If we have reason to believe there is likely to be a breach of security or misuse of the Portal through your account or the use of your password, we may notify you and require you to change your password, or we may suspend or terminate your Portal account.
5. Ownership, use and intellectual property rights
   1. All intellectual property rights in the Portal including all text, images, software or other information or material accessible from the Portal (Content) are owned by us and our third party licensors.
   2. We grant you a non-exclusive, non-transferable, revocable licence to access and use the Portal and Content solely in connection with your upgrade from Jupix to Alto.
   3. Except as provided in Clause 5.2, nothing in these Terms grants you any legal rights in or to the Portal or the Content. 
   4. You agree not to remove or alter any notices contained on the Portal or the Content (including any intellectual property notices).
6. Confidentiality
   1. We and you agree not to disclose information that is not in the public domain relating to the other unless:
      1. the person to whom the disclosure is made needs the information for the disclosing party to carry out its obligations under these Terms of Use or in connection with your upgrade from Jupix to Alto, and does not itself disclose it;
      2. disclosure is to that party’s professional advisers, auditors, investors, potential investors, affiliates or bankers, under conditions of confidentiality; or
      3.  disclosure is required by the law, or a court or governmental or regulatory authority.
7. Viruses
   1. We do not guarantee the Portal will be free from bugs or viruses, and it is your responsibility to use virus protection software to detect and prevent the introduction of viruses into your systems, networks and data. We will not be liable for any loss or damage caused by any virus, malicious code, or other harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Portal.
8.  Privacy and Cookies
   1. Any personal information you provide to us as part of the registration process will be processed in accordance with our Privacy Policy available here and our Cookie Policy available here. Our Cookie Policy also explains how we use cookies on the Portal. 
9. Disclaimers 
   1. You agree that your use of the Portal is on an ‘as is’ and ‘as available’ basis. Consequently, we make no representations, warranties or guarantees, (whether express or implied) in relation to the Portal or Content, including without limitation as to the completeness, reliability, accuracy, availability, quality or fitness for any particular purpose of the Portal or Content. To the maximum extent permitted by applicable law, and except as expressly set out in these Terms, we exclude all conditions, warranties, representations and other terms that may apply to the Portal or Content, whether express or implied.
10. Liability
    1. To the maximum extent permitted by applicable law, and subject to Clause 10.3, we and all our affiliates exclude all liability to you in connection with these Terms, the Portal and/or Content, including but not limited to liability for (or in connection with):
       1. any error or inaccuracy in, or your reliance on, information or material on or relating to the Portal or Content;
       2. the unavailability of the Portal or Content for any reason; and
       3. your use of (or inability to use) the Portal or Content,

whether in contract, tort (including negligence) or otherwise. 

1. To the extent the foregoing exclusion of liability is void or unenforceable: 
   1. we and our affiliates shall not be liable under or in connection with these Terms, the Portal and Content, whether in contract, tort (including negligence) or otherwise for: 
      1. any indirect or consequential loss;
      2. loss of profit, loss of revenue, loss of business, loss of opportunity, loss of contracts, loss of anticipated savings, loss of or damage to goodwill or reputation; and
   2. the total and aggregate liability of us and all Zoopla group companies under or in connection with these Terms, the Portal and Content, whether in contract, tort (including negligence) or otherwise shall not exceed £50.
2. We and our affiliates do not exclude or limit our or their liability for: 
   1. death or personal injury arising from negligence; 
   2. fraud or fraudulent misrepresentation; or 
   3. for any other liability that cannot be excluded or limited by law.
3. We are not liable to you if we fail to comply with these Terms because of circumstances beyond our reasonable control.

1. Notices
   1. Any notice given under or in connection with these Terms must be in writing and delivered by hand or by pre-paid first-class post or other next working day delivery service to the recipient at its registered office (in the case of a company or limited liability partnership) or to its principal place of business in the case of a sole trader or partnership. You must send a copy of any notice to us at grouplegal@zpg.co.uk (which shall not constitute notice).
   2. A notice will be deemed to have been received:
      1.  if delivered by hand, on signature of a delivery receipt; or
      2. if sent by pre-paid or first-class post or other next working day delivery service, on the second business day after posting; or 
      3. if sent by email before 5pm on a business day, on the same day, or if not sent before 5pm on a business day, on the next business day after transmission.

A business day means a day other than a Saturday, Sunday or public holiday in England.

1. Miscellaneous 
   1. No third party has any right to enforce any of these Terms.
   2. These Terms constitute the entire agreement between you and us relating to the Portal and Content, and supersede and extinguish any previous agreement or understanding (written or oral) between you and us relating to the Portal and Content. 
   3. You acknowledge that, in entering into these Terms, you do not rely on, and you shall have no remedy in respect of, any promise, assurance, statement, warranty or undertaking that is not set out in these Terms. 
   4. If any provision or part-provision of these Terms 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 of part-provision under this Clause shall not affect the validity or enforceability of the rest of these Terms
   5. These Terms and all non-contractual obligations, disputes or claims arising from or connected with these Terms shall be governed by English law. You and we hereby irrevocably submit to the exclusive jurisdiction of the English courts to resolve any dispute in connection with these Terms and such disputes or claims.