Terms & Conditions

TERMS OF BUSINESS

Last Updated: 1st Dec 2025

1. INTRODUCTION AND ACCEPTANCE

These Terms of Business ("Terms") govern your access to and use of the Zoopro platform and services operated by Zoopro ("we", "us", "our", "the Company").

By accessing our website, registering for an account, or using our services, you agree to be bound by these Terms. If you do not agree, you must not use our services.

These Terms constitute a legally binding agreement between Zoopro and you (the "User", "you", "your").

2. DEFINITIONS

"Agent" means a letting agent or estate agent registered to use the Platform.

"Platform" means the Zoopro marketplace platform accessible at zoopro.co.uk and associated services.

"Provider" means a registered housing provider, charity, housing association, or similar organisation registered to use the Platform.

"Services" means all services provided by Zoopro including the Platform, marketplace functionality, educational resources, and related services.

"Property" means residential property listed on the Platform for lease-backed supported housing arrangements.

"Content" means all information, data, text, images, and materials uploaded to or transmitted through the Platform.

3. ELIGIBILITY AND REGISTRATION

3.1 Eligibility Requirements

To use our Services, you must:
• Be at least 18 years of age
• Have legal capacity to enter into binding contracts
• Be authorised to represent the business entity you register
• Be a legitimate letting agent, estate agent, or registered housing provider operating in the UK
• Provide accurate and complete registration information
• Comply with all applicable laws and regulations

3.2 Account Registration

When registering, you must:
• Provide accurate, current, and complete information
• Maintain and update your information
• Maintain the confidentiality of your account credentials
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorised access

3.3 Verification

We reserve the right to:
• Verify your credentials and business registration
• Request additional documentation
• Conduct background checks
• Refuse registration or suspend accounts that fail verification
• Remove accounts providing false information

4. DESCRIPTION OF SERVICES

4.1 Platform Services

Zoopro provides:
• A B2B marketplace connecting Agents with Providers
• Dashboard access to view provider requirements
• Property listing and matching functionality
• Communication tools for platform participants
• Transaction facilitation services
• Educational resources and training materials
• Customer support

4.2 Nature of Service

Zoopro acts as a marketplace platform facilitating connections. We:
• Do not provide property management services
• Do not act as an estate agent or letting agent
• Do not guarantee any specific outcomes or transactions
• Are not party to agreements between Agents and Providers
• Do not provide legal, financial, or regulatory advice

5. USER OBLIGATIONS AND CONDUCT

5.1 Professional Standards

You agree to:
• Conduct yourself professionally at all times
• Provide accurate information in all listings and communications
• Respond promptly to enquiries and communications
• Honour commitments made through the Platform
• Comply with all applicable laws, regulations, and industry standards
• Maintain appropriate professional credentials and registrations

5.2 Prohibited Activities

You must not:
• Provide false, misleading, or inaccurate information
• Impersonate any person or entity
• Engage in fraudulent or deceptive practices
• Circumvent the Platform to avoid fees
• Share login credentials with third parties
• Use the Platform for any unlawful purpose
• Harass, abuse, or harm other users
• Attempt to gain unauthorised access to the Platform
• Introduce viruses, malware, or harmful code
• Scrape, copy, or extract data from the Platform
• Use the Platform to solicit users for competing services
• Interfere with Platform functionality or security

5.3 Property Listings

When listing properties, you must:
• Provide accurate and complete property information
• Have proper authority to list the property
• Ensure properties meet relevant safety and compliance standards
• Disclose any material defects or issues
• Maintain accurate availability status
• Remove listings promptly when properties become unavailable

5.4 Compliance

You are responsible for:
• Complying with the Housing Act 2004, Building Safety Act 2022, and all relevant property legislation
• Meeting all landlord and agent licensing requirements
• Ensuring properties have valid EPC, EICR, Gas Safety Certificates
• Complying with the Renters Rights Act 2025 where applicable
• Maintaining appropriate insurance
• Meeting all tax obligations

6. FEES AND PAYMENTS

6.1 Subscription Fees

Access to the Platform requires payment of subscription fees as set out on our website or as agreed in writing.

Subscription fees are:
• Charged monthly or annually as selected
• Payable in advance
• Non-refundable except as required by law
• Subject to change with 30 days' notice

6.2 Transaction Fees

Users retain 100% of introduction fees and management fees earned through the Platform. Zoopro does not charge commission on transactions. Unless agreed upon.

6.3 Payment Terms

• All fees are exclusive of VAT unless otherwise stated
• Payment must be made by the due date
• We accept payment by direct debit, credit/debit card, or bank transfer
• Late payments may result in account suspension
• We reserve the right to change our fees with reasonable notice

6.4 Refunds

Subscription fees are non-refundable except:
• Where we fail to provide the service as described
• As required by consumer protection laws
• At our sole discretion in exceptional circumstances

7. INTELLECTUAL PROPERTY

7.1 Our Rights

All intellectual property in the Platform and Services, including software, code, algorithms, website design, logos, trademarks, branding, educational content, training materials, documentation and user guides, remains the exclusive property of Zoopro and is protected by copyright, trademark, and other intellectual property laws.

7.2 Limited Licence

We grant you a limited, non-exclusive, non-transferable licence to access and use the Platform for its intended purpose. You may not:
• Copy, modify, or distribute our intellectual property
• Create derivative works
• Reverse engineer or decompile our software
• Remove proprietary notices

7.3 User Content

You retain ownership of content you upload. By uploading content, you grant us:
• A worldwide, non-exclusive licence to use, store, and display your content
• The right to use content to provide and improve our Services
• Permission to share content with relevant Platform users

You warrant that you own or have rights to all content you upload, your content does not infringe third-party rights, and your content complies with these Terms.

8. CONFIDENTIALITY

8.1 Confidential Information

Users may have access to confidential information including other users' contact details and business information, provider requirements and criteria, platform functionality and features, and pricing and commercial terms.

8.2 Obligations

You agree to keep confidential information strictly confidential, use it only for Platform purposes, not disclose it to third parties, and protect it with reasonable security measures.

8.3 Exceptions

Confidentiality obligations do not apply to information that is publicly available through no fault of yours, was already known to you, is independently developed by you, or must be disclosed by law.

9. DATA PROTECTION

9.1 Privacy

Your use of our Services is subject to our Privacy Policy, which forms part of these Terms.

9.2 User Responsibilities

When processing personal data through the Platform, you must comply with UK GDPR and Data Protection Act 2018, have a lawful basis for processing, implement appropriate security measures, respond to data subject requests, and report data breaches as required by law.

9.3 Data Processing

To the extent we process personal data on your behalf, we act as a data processor and you act as the data controller.

10. LIMITATION OF LIABILITY

10.1 Service Availability

We strive to maintain Platform availability but do not guarantee uninterrupted access, error-free operation, freedom from viruses or harmful components, or compatibility with all devices and browsers.

10.2 Exclusions

To the fullest extent permitted by law, we exclude all warranties, representations, and conditions not expressly set out in these Terms.

10.3 Limitation of Liability

We shall not be liable for:
• Actions or omissions of other Platform users
• Loss of profits, revenue, or business opportunities
• Loss of data or corruption of data
• Indirect, consequential, or special losses
• Losses resulting from your breach of these Terms
• Losses beyond our reasonable control

10.4 Maximum Liability

Our total liability under these Terms shall not exceed the fees you paid to us in the 12 months preceding the claim.

10.5 Exceptions

Nothing in these Terms excludes or limits our liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded by law.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Zoopro, its directors, officers, employees, and agents from claims arising from your use of the Platform, your breach of these Terms, your violation of any law or third-party rights, content you upload to the Platform, and disputes with other Platform users.

12. TERMINATION

12.1 Termination by You

You may terminate your account at any time by providing 30 days' written notice, paying all outstanding fees, and removing all active listings.

12.2 Termination by Us

We may suspend or terminate your account immediately if you breach these Terms, provide false information, your account is used fraudulently, you engage in prohibited activities, required by law or regulatory authority, or we cease operating the Platform.

12.3 Effect of Termination

Upon termination, your access to the Platform will cease, outstanding fees remain payable, confidentiality obligations continue, and provisions that should survive will remain in effect.

12.4 Data Upon Termination

Following termination, we will retain data as required by law (typically 6-7 years), delete or anonymise data not required for legal purposes, and provide data export upon request (subject to technical feasibility).

13. AFFILIATE SERVICES

13.1 Citywide Housing

Citywide Housing is an affiliated entity providing introductory services and support for new agents entering supported housing. When using Citywide Housing services, separate terms and fee arrangements apply, a 50/50 commission split applies to transactions, additional support and training is provided, and Citywide Housing facilitates provider relationships.

Users may transition from Citywide Housing to the Zoopro Platform after completing introductory deals.

13.2 Nexus Edge Agency

Nexus Edge Agency is our affiliated lead generation service. When using Nexus Edge services, separate engagement terms apply, lead generation fees are as agreed in writing, marketing and outreach services are provided, and performance metrics are tracked and reported.

14. DISPUTE RESOLUTION

14.1 Disputes Between Users

Disputes between Agents and Providers should be resolved directly between the parties. Zoopro is not responsible for resolving user disputes, may provide communication facilities at our discretion, will not be liable for outcomes of disputes, and may terminate accounts engaged in serious disputes.

14.2 Disputes with Zoopro

If you have a complaint, contact [email protected] in the first instance. We will investigate and respond within 14 business days. If unresolved, consider mediation before litigation and engage in good faith efforts to resolve disputes amicably.

15. GENERAL PROVISIONS

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional agreements, constitute the entire agreement between you and Zoopro.

15.2 Amendments

We may update these Terms at any time. Material changes will be notified via email to your registered address, prominent notice on the Platform, and updated "Last Updated" date.

Continued use after changes constitutes acceptance. If you do not agree to changes, you must cease using the Platform.

15.3 Governing Law

These Terms are governed by the laws of England and Wales. You submit to the exclusive jurisdiction of the English courts.

15.4 Severability

If any provision is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.

15.5 Waiver

Our failure to enforce any right or provision does not constitute a waiver of that right or provision.

15.6 Assignment

You may not assign or transfer these Terms or your account without our written consent. We may assign our rights and obligations without restriction.

15.7 Force Majeure

We are not liable for delays or failures caused by circumstances beyond our reasonable control.

15.8 Third Party Rights

These Terms do not confer rights on third parties except as expressly stated.

15.9 Notices

Notices must be in writing and sent to:

Zoopro
Email: [email protected]

Notices to you will be sent to your registered email address.

16. EARLY ADOPTER TERMS (APPLICABLE TO PRE-Q2 2026 USERS)

16.1 Early Access Benefits

Users joining before the Q2 2026 public launch may receive discounted subscription rates, locked-in pricing for specified periods, priority access to new features, reduced competition during platform growth phase, and input on platform development.

16.2 Founding Member Status

Founding members may receive additional benefits as communicated directly. Such benefits are at our sole discretion, may be modified or withdrawn with notice, do not constitute guaranteed ongoing benefits, and are subject to continued compliance with these Terms.

17. REGULATORY COMPLIANCE AND DISCLAIMERS

17.1 Not Financial or Legal Advice

Nothing in our Services constitutes financial advice or recommendations, legal advice on property law or contracts, tax advice, or professional services regulated by FCA or SRA.

You must consult qualified professionals for advice specific to your circumstances.

17.2 No Guarantees

We do not guarantee specific transaction volumes or outcomes, income levels or profitability, success in securing deals, provider or agent availability, or market conditions.

Results depend on your efforts, market conditions, and numerous factors beyond our control.

17.3 Due Diligence

You are responsible for conducting due diligence on Providers and properties, verifying information provided by other users, ensuring legal compliance of all transactions, obtaining professional advice where appropriate, and making informed decisions.

17.4 Regulatory Change

The supported housing sector is subject to regulatory oversight. We cannot guarantee that regulatory frameworks will remain unchanged, that current business models will remain viable, or protection from future legislative changes.

You are responsible for monitoring regulatory developments and ensuring ongoing compliance.

18. CONTACT INFORMATION

For questions about these Terms:

Zoopro
Grove Business Centre
Great Horton Road
Bradford, BD7 1AH
Email: [email protected]
Website: www.zoopro.co.uk

For Citywide Housing enquiries:
Phone: 0113 323 0678
Email: [email protected]

For Nexus Edge Agency enquiries:
Email: [email protected]

19. ACCEPTANCE

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Business and our Privacy Policy.

If you are accepting these Terms on behalf of a company or organisation, you represent that you have authority to bind that entity to these Terms.

END OF TERMS OF BUSINESS