mySupermarket Ltd terms and conditions for the Insights Service


1.  TERMS AND CONDITIONS


1.1  Access to or use of the Website (defined below) or use of any facilities or any part of the Insights Service (defined below) made available through the Website or otherwise, is subject to the terms and conditions that appear below (all of which are called the "Agreement").


1.2  The mySupermarket Insights Privacy Policy and Cookie Policy form part of this Agreement (and any Contract) and should be read in conjunction with these Terms and Conditions.


1.3  The Website and any of the facilities and any part of the Insights Service are intended for use by a business or commercial customer only. You, for yourself (being a User), and also you (for and on behalf of any organisation you represent) jointly and severally warrant and represent that you are not a consumer or using any of the Website or any of the facilities or any part of the Insights Service for a non-commercial purpose.


1.4  If you are:


1.4.1  not subject to a Subscription, then this Agreement alone applies. In such case, this Agreement is between you personally (and also you for and on behalf of any organisation you represent, jointly and severally) on the one hand and mySupermarket Limited on the other hand; or


1.4.2  subject to a Subscription, then a Contract (defined below) applies. In such case, that Contract is between the Client (being any organisation you represent who is identified as the "Client" in a Subscription Order) on the one hand and mySupermarket Limited on the other hand.


1.5  mySupermarket Limited (Company No 5920495) is registered in England with its registered office at Manchester House, 86 Princess Street, Manchester, M1 6NG, England (and is called "mySupermarket Insights" in this Agreement).


2.  DEFINITIONS


2.1  In this Agreement, unless the context otherwise requires:


2.1.1  "Agreement" means the terms and conditions of this document which is entitled "mySupermarket Ltd terms and conditions for the Insights Service".


2.1.2  "Authorised User" means a User who is specified in a Subscription Order as being entitled to use a particular Subscription via the Website or who is otherwise permitted in accordance with a Subscription Order as being entitled to use that particular Subscription via the Website.


2.1.3  "Client" means:


2.1.3.1  if you are not subject to a Subscription, the User using the Website or Insights Service and (jointly and severally) any organisation you represent; and


2.1.3.2  if you or the organisation you represent are subject to a Subscription, the party identified as the "Client" in a Subscription Order.


2.1.4  "Contract" means a contract between Client and mySupermarket Insights in respect of a Package within the Insights Service, comprised of: (i) this Agreement; and (ii) a Subscription Order.


2.1.5  "Data" means business intelligence and data relating to the Supermarkets and the goods and services they offer or do not offer (and to business intelligence and data relating to certain activities recorded through www.mySupermarket.co.uk).


2.1.6  "Fees" means the fees payable in respect of any Package or Contract.


2.1.7  "Free Functionality" means:


2.1.7.1  any Website functionality or Insights Service functionality which is available to a Client free of charge; or


2.1.7.2  any Package which is available to a Client free of charge.


2.1.8  "Insights Service" means any service provided by mySupermarket Insights whereby mySupermarket Insights procures the provision of Data to Client, which service includes:


2.1.8.1  any or all of the service provided by mySupermarket Insights via the Website (or via other electronic communication from mySupermarket Insights with respect to Data) including Client using such different tools made available by mySupermarket Insights, to manipulate, filter and display such Data in different ways; and


2.1.8.2  any report provided by mySupermarket Insights in respect of Data in any form whatsoever;


provided that the degree and extent to which Data is available and the degree and extent to which Client is entitled to view, filter and manipulate that Data is dependent on which Package is applicable to Client.


2.1.9  "Offline Supermarket" means a Supermarket which does not offer the sale of its FMCG products to the general public via an online dedicated website for this purpose.


2.1.10  "Online Supermarket" means a Supermarket which offers the sale of its FMCG products to the general public, inter alia, via an online dedicated website for this purpose.


2.1.11  “Online Subscription Purchase” means the order and purchase of a Subscription directly by means of the Website.


2.1.12  "Package" means a level of service provided to Client for the Insights Service which, dependent on the price paid for any particular such level, makes available to Client different Package Attributes; and, for the avoidance of doubt, "Package" includes Free Functionality and Subscriptions.


2.1.13  "Package Attributes" means the different variables in respect of a Package, which variables may include: duration of service (i.e. the term, the start date and the end date); the number and/or identity of Authorised Users; the number and details of product categories/brands made available; the degree of filtering and data analysis tools available; the degree of reports available; the extent of availability of data on competitor brands; the extent of availability of degree of export features; the number of Supermarkets available through such service; the Fees; and any overriding payment terms; the degree of availability of historic data; any other additional functionality and features; details of any custom reports in respect of Data; and any special terms that may override terms of this Agreement). In respect of Subscriptions, many Package Attributes will be set out in a Subscription Order.


2.1.14  "Software" means any proprietary software utilised by mySupermarket Insights to enable use of the Insights Service.


2.1.15  "Subscription" means a Package which is not Free Functionality.


2.1.16  "Subscription Order" means mySupermarket Insights' standard subscription order document in respect of a Subscription, which document has been executed by mySupermarket Insights and by Client and which contains many details of the Package Attributes in respect of the relevant Subscription.In the case of an Online Subscription Purchase, the Subscription Order is the email confirmation of the order.


2.1.17  "Supermarket" means any supermarket (or other provider of goods and/or services selected by mySupermarket Insights from time to time) whose products and services, from time to time, may be listed as part of the Data. These may include Asda, Morrisons, Ocado, Sainsbury's, Tesco and Waitrose, although this list may change from time to time and different Data on the different Supermarkets may or may not be available from time to time or may or may not be available to any particular extent, depending on the particular Package which may be applicable.


2.1.18  "User" means a single individual human being (who may, depending on Package, be specified by name).


2.1.19 "Website" means the website through which the Insights Service is offered, currently www.mysupermarket-insights.co.uk.


2.2  mySupermarket Insights reserves the right to amend this Agreement (and a Contract) from time to time, provided that in respect of a Client subject to a Subscription (and only in that instance), subject to Clauses 4.3 and 4.9:


2.2.1  the price of any Subscription which has already been purchased by Client, will not be affected by any changes to the relevant Contract during the term of that Contract;


2.2.2  the contents of a Subscription already purchased by Client, will not be affected by having any functionality removed, by any changes to the relevant Contract during the term of that Contract; and


2.2.3  if Client does not agree with such amendment, Client must notify mySupermarket Insights in writing within 14 days of such amendment of such non-agreement; and mySupermarket Insights will reply within a further 14 days of such notification in writing, either agreeing that such change does not apply to Client or that mySupermarket Insights is exercising a right to terminate such Contract forthwith (and, in either case, any such amendment shall not then take affect).


2.3  All amendments to this Agreement will be posted on-line. Subject to Clause 2.2, continued use of the Insights Service or the Website or accessing Data will be deemed to constitute acceptance of amendments to this Agreement.


3.  PROVISION (AND LIMITATIONS) OF THE INSIGHTS SERVICE


3.1  Use of the Insights Service and the Website and access to Data are each subject to the terms and conditions set out in this Agreement (and any Contract).


3.2  To use the Website and/or the Insights Service and/or to access Data, Client must not be a consumer and Client warrants and represents that, for the purposes of this Agreement (and any Contract), it is not a consumer.


3.3  The Insights Service is available only through a Package (whether that Package is a Free Functionality or a Subscription).


3.4  Much of the functionality of the Insights Service and the Website relates to the making of comparisons, and the display of different information, relating to aspects of goods and services offered by the Supermarkets. Such comparisons may be achieved and information displayed in a variety of different ways depending on: (i) the comparison functionality available from time to time on or through the Insights Service generally; and (ii) any particular Package applicable to Client.


3.5  mySupermarket Insights uses proprietary algorithms and datasets which match different goods and services together and against each other, as well as grouping them in different ways. mySupermarket Insights has, of necessity, made assumptions as part of those algorithms and datasets; and Client may agree or disagree with such assumptions. Nevertheless, Client represents and warrants that it uses the Insights Service, the Website and the Data on the basis that:


3.5.1  it has no objections to the assumptions made with respect to such algorithms (which may include assumptions as to matching rules, averaging rules and availability rules) and it has no objection to the limitations of any algorithms, assumptions or datasets; and


3.5.2  it has reviewed and accepts the FAQ document on the Website. (Certain details of algorithms, assumptions or datasets may be available through the FAQ document on the Website and Client is assumed to have reviewed that FAQ document. For example, 'Market Share' data is stated in the FAQ document to be based on the trolleys sent to a limit set of specific Supermarkets via the mySupermarket.co.uk website and not on any other dataset. There are numerous other examples; a review of the FAQ document by the Client is therefore essential for the Client to understand the specifications and limitations of a Package and Package Attributes.)



3.6  The Website and the Insights Service and Data are directed solely at those who access the Website, and otherwise use the Insights Service, from and for the United Kingdom. mySupermarket Insights makes no representation that the Insights Service (or any goods or services referred to in it or the Website or the Data) are available or otherwise suitable for use outside of the United Kingdom. If Client chooses to access the Website (or to use the Insights Service) from locations outside the United Kingdom, or to use Data in respect of any location outside the United Kingdom, Client does so on Client's own initiative and Client is responsible for the consequences and for compliance with all applicable laws.


3.7  The Insights Service and use of the Website does not include the provision of a computer or other necessary equipment or software to access the Website. To use the Website, Client will require Internet connectivity and appropriate telecommunication links and software. mySupermarket Insights shall not be liable for any telephone or other costs that Client may incur.


4.  PACKAGES AND PAYMENT


4.1  Free Functionality: The Package Attributes for Free Functionality are set out on the Website and/or otherwise made available by mySupermarket Insights. As the name implies, Free Functionality is free of charge. Client may elect to use Free Functionality by just using that Free Functionality. However, use of Free Functionality will require registration by a Client before use of that Free Functionality is allowed. (Please see further Clause 8.) A legal contract comprised of this Agreement in respect of any Free Functionality is formed when the Client starts using or accessing that Free Functionality.


4.2  'Subscription Packages': The prices and Package Attributes for Subscriptions are available on request from mySupermarket Insights. Client may contact mySupermarket Insights by phone or email for details on insights@mySupermarket.co.uk or on 020 7258 7487. Client may also be contacted by mySupermarket Insights by phone or email to discuss such details, if Client has registered on the Website (as to which please see Clause 8). Once a Subscription is applicable to a Client, any functionality that would normally be provided as part of Free Functionality, is deemed also to form part of, and is deemed also to be provided pursuant to, that Subscription. In respect of a Subscription, Client must enter into a Contract for that Subscription before use of that Subscription will be permitted. A contract is formed when mySupermarket Insights and Client have each executed a Subscription Order in respect of the relevant Subscription.


4.3  ‘Online Subscription Purchases’: mySupermarket Insights may provide Clients to purchase Subscriptions by means of the website, using a credit card. The Package Attributes for the Subscription will be as detailed in the Website as of the date of purchase and the term will be the term requested by the Client at the time of purchase, though in no event shall the term be less than any minimum term specified for the specific Subscription Package, as of the date of purchase.


4.3.1 Delivery of Online Subscription Purchases: A Client who makes an Online Subscription Purchase will have access to all services included in the Subscription once the Client has completed the Online Subscription Purchase process, and receipt of payment has been confirmed.


4.3.2 Cancellation of Online Subscription Purchases. A Client who makes an Online Subscription Purchase has the right to cancel his Subscription in accordance with the following:


4.3.2.1 If the Client has not utilized any functionality which is not Free Functionality, 14 (forteen) days from the date the Online Subscription Purchase was made and will be entitled to a full refund of amounts paid.


4.3.2.2 If the Client has utilized functionality which is not Free Functionality but has not viewed or downloaded historical data only available as part of the Subscription: 14 (fourteen) days from the date the Online Subscription Purchase was made, and will be entitled to a refund from the cancellation date and through the end of the prepaid term.


4.3.2.3  If the Client has accessed or downloaded historical data which is only available as part of the Subscription: the contract cannot be cancelled.


4.4  Changes to Package Attributes: Package Attributes may be changed at any time by mySupermarket Insights. However, in respect of Subscriptions which have already been purchased and paid for (and which are therefore subject to a Subscription Order), Package Attributes will only be altered via a new Subscription Order, provided always that mySupermarket Insights can always (without a new Subscription Order) add new features to a Subscription (by way of trial or otherwise) by way of expanded Package Attributes (or otherwise) at no extra cost to Client, for whatever period mySupermarket Insights see fit.


4.5  Renewing or upgrading a Subscription: The term of a Contract for a Subscription shall be 12 months unless specified otherwise in the relevant Subscription Order (but whatever that term is, mySupermarket Insights call it the "Subscription Fixed Term"). In respect of any Clients who wish to renew a Subscription mid-term, such renewal shall take effect at the end of the Subscription Fixed Term. A Subscription Order may contain provision for automatic renewal of the Contract at the end of its term. However, in respect of any upgrading (or other alteration) of a Subscription, unless specified otherwise in the any subsequent Subscription Order, such upgrade (or other alteration) shall take place within the Subscription Fixed Term (which Subscription Fixed Term shall remain unchanged, unless with the prior written agreement of both the Client and mySupermarket Insights through a new Subscription Order).


4.6  Invoicing: Unless specified otherwise in a relevant Subscription Order:


4.6.1  mySupermarket Insights shall invoice Client annually in advance in respect of Fees; and


4.6.2  Fees shall be paid in full by Client within 14 days of the invoice date.


4.6.3  Online Subscription Purchases. mySupermarket Insights shall automatically charge Client’s specified payment method in accordance with the terms set at the time of purchase.


4.7  Payment: Payment shall be by such method as mySupermarket Insights indicates it is prepared to accept. In any event, payment shall be in the currency of England from time to time. Fees shall always be paid and payable without set-off, reduction or withholding on any account whatsoever.


4.8  Variation of Fees: mySupermarket Insights may vary the Fees from time to time provided that it does not vary such Fees in respect of any Subscription during the term of the Contract applicable to that Subscription (but may do so in respect of that Subscription in respect of any renewal of that Subscription).


4.9  Late Payment: If Client is overdue with any payment due (including Fees) then, without prejudice to any other right or remedy available to mySupermarket Insights, mySupermarket Insights may:


4.9.1 charge interest on the amount due but unpaid at the annual rate of interest set under Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 from time to time from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly;


4.9.2 mySupermarket Insights reserves the right to suspend the provision of the Insights Service to Client until Client has rectified matters; and/or


4.9.3 terminate the affected Contract (or this Agreement) forthwith by notice in writing to Client.


4.10  Cost increase: If the cost to mySupermarket Insights in providing the Insights Service under any Contract increases as a result of any breach of the Agreement (or any Contract) by Client, or the supply of incorrect or inadequate information by Client, or any change to the law or any other reason beyond mySupermarket Insights' reasonable control, such increase shall be added to the Fees payable in respect of, and under, the relevant Contract. mySupermarket Insights shall notify Client as soon as reasonably practicable in advance of any such increase.


5. WARRANTIES AND SERVICE LEVELS


5.1  Main warranty: mySupermarket Insights warrants that it shall use reasonable care and skill in the provision of the Insights Service, the Website and the provision of the Data (whether in respect of a Contract or not).


5.2  Non-responsibility for data source: When mySupermarket Insights compares goods and services or displays business intelligence on any other matters including Data (whether in respect of different Supermarkets or within the same Supermarket; or otherwise), although mySupermarket Insights uses its reasonable endeavours to make such comparisons honestly and fairly, mySupermarket Insights is dependent on raw data underlying the Data, which underlying raw data is sourced from outside mySupermarket Insights. Some of this underlying raw data might, for example, come from "back of pack" information, the National Health Service, information obtained from the Supermarkets themselves, information obtained from other professional data providers or from sources generally taken to be available and reliable for the public. Subject to Clause 5.1, mySupermarket Insights does not warrant and mySupermarket Insights expressly excludes all liability in respect of the accuracy, completeness, fitness for purpose or legality of any Data or other information accessed using the Insights Service or accessed via the Website or otherwise communicated to Client (by email, by hard copy printout from the Website or otherwise). Client agrees that sole responsibility for the accuracy, completeness, fitness for purpose or legality of information relating to a Supermarket, Data or information as to goods or services or other data from a Supermarket shall rest with the relevant Supermarket (or manufacturer, if that information is sourced from a manufacturer, such as that on 'back of pack') or other person from whom such information or data is sourced; save to the extent that mySupermarket Insights may not have complied with Clause 5.1.


5.3  Free Functionality: Subject to Clause 5.1, in respect of use of the Insights Service and/or the Website and/or the Data which is subject to a Free Functionality, Client expressly agrees that use of the Insights Service and the Website and Data is at Client's sole risk and that the Insights Service and the Website and the Data are provided on an "as is" and "as available" and "with all faults" basis and without warranties or representations of any kind either express or implied.


5.4  Subscriptions: Subject to Clause 5.1, in respect of use of the Insights Service and/or the Website and/or the Data which is in respect of a Subscription, Client expressly agrees that use of the Insights Service and the Website and Data is at Client's risk. However, mySupermarket Insights shall use reasonable endeavours to ensure that the Data is updated regularly as further detailed below in Clauses 5.4.1 and 5.4.2


5.4.1  Service Levels in general: Client acknowledges that the Data is not updated continually and ceaselessly but: (i) in respect of Online Supermarkets is updated at least daily (subject to the remainder of this Clause 5.4.1 and to Clause 5.4.2); and (ii) in respect of Offline Supermarkets is updated at least once per week (subject to the remainder of this Clause 5.4.1 and to Clause 5.4.2). However in any event, it is Client's responsibility to verify actual prices and other details from independent sources (such as with each Supermarket itself).


5.4.2  Service Levels in detail: The following service level is offered:


5.4.2.1  In respect of:


(a)  Online Supermarkets, price and price promotions which appear within the Data are updated daily except in the case of:


(i) technical glitches at a relevant Supermarket's online store; and/or


(ii) maintenance down-time at a relevant Supermarket's online store; and


(iii)  Offline Supermarkets, price and price promotions which appear within the Data are updated at least once in each week except in the case of a failure by the person providing the relevant data underpinning the Data in respect of the relevant Offline Supermarket (such as details of those prices and promotions in respect of that Offline Supermarket) to so provide that data to mySupermarket Insights for whatever reason.


5.4.2.2  Technical errors affecting the Website and the availability of the Insights Service and Data may happen but, in respect of Subscriptions only, will not usually occur on more than 5 occasions in a year (each such occasion lasting for maximum 24 hours).


5.4.2.3  Data in respect of local goods or services available within Supermarkets which local goods or services have a limited distribution, may take up to three days to update within the Data; although mySupermarket Insights only warrants this service level for Subscriptions.


5.4.2.4  The price of a good or service within a particular Supermarket will continue to be displayed as part of the Data for several days, even if mySupermarket Insights notices a temporary shortage of that good or service. However, if such good or service is not restocked by a Supermarket after several more days (as to which, the precise time period varies according to tweaking of the mySupermarket Insights' relevant proprietary algorithms) then such good or service will be removed from current Data (but may continue to appear in historical Data); although mySupermarket Insights only warrants this service level for Subscriptions.


5.4.2.5  The Data will display (and support) the vast majority of the common offer types, 'special promotion' types and 'bundling types' used by the Supermarkets.  However, there may be non-standard offers or non-standard promotions or complex bundling deals, which are, or will be, offered by the Supermarkets that may not appear in the Data (or may appear inaccurately in the Data).  The Insights Service is used on this basis. mySupermarket Insights continues to develop new algorithms on an ongoing basis to bring more offer types, 'special promotion' types and 'bundling types' into the ambit of the Insights Service so as to continually attempt to improve the accuracy of the Data.


5.4.2.6  New goods or services offered by the Supermarkets or new goods or services from particular manufacturers and suppliers may take up to two weeks to be appear and/or to be updated within any current Data.


5.5  mySupermarket Insights will use reasonable endeavours to correct any errors or omissions as soon as practicable after being notified of them in writing. However, subject to Clause 5.1:


5.5.1  mySupermarket Insights does not guarantee that the Insights Service or the Website will be free of faults; and


5.5.2  mySupermarket Insights does not accept liability for any errors or omissions. In the event of a fault in the Insights Service, Client should report it by email to:insights@mysupermarket.co.uk.


5.6  Subject to Clause 5.1, mySupermarket Insights does not warrant that use of the Insights Service or the Website or the use of, or access to, Data will be uninterrupted and mySupermarket Insights does not warrant that any information (or messages) transmitted via the Insights Service or the Website will be transmitted accurately, reliably, in a timely manner or at all.


5.7  mySupermarket Insights warrants that mySupermarket Insights has taken reasonable steps (using industry-standard virus-checking software) with respect to the Insights Service and the Website to check for viruses and anything else which may have a harmful effect on any technology; but subject to that, mySupermarket Insights does not warrant that the Insights Service or the Website is free from viruses or anything else which may have a harmful effect on any technology.


5.8  Subject to Clause 5.1, mySupermarket Insights does not warrant and mySupermarket Insights excludes all Liability (as defined in Clause 10.9.2) in respect of the accuracy, completeness, fitness for purpose or legality of any information or Data accessed using the Insights Service or Website; and mySupermarket Insights exclude all Liability (as defined in Clause 10.9.2) of any kind for the transmission or the reception of or the failure to transmit or to receive any material of whatever nature.


5.9  mySupermarket Insights assumes no responsibility for the content or services of any other websites or services to or from which the Website or the Insights Service has links.


5.10  Subject to Clause 5.1, Client acknowledges that mySupermarket Insights shall not have any responsibility for any business decisions taken by Client as a result of the Insights Services (or the Data) or any use of the Insights Services (or the Data) by Client or any other person.


6.  CHANGES TO, AND MAINTENANCE OF, THE INSIGHTS SERVICE AND WEBSITE


6.1  Although, subject to Clause 5, mySupermarket Insights will try to allow uninterrupted access to the Insights Service and the Website, access to the Insights Service and the Website and Data may be suspended, restricted or terminated at any time. This is true generally save that in respect of a Subscription, this will only be the case for maintenance reasons or for reasons set out elsewhere in this Agreement (or any Contract).


6.2  mySupermarket Insights reserves the right to change, modify, substitute, suspend or remove without notice any information or Data or service on the Website or forming part of the Insights Service from time to time. Client's access to the Website and/or the Insights Service and/or Data may also be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. In the case of Subscriptions, mySupermarket Insights will attempt to restore such access as soon as mySupermarket Insights reasonably can.


6.3  Subject to Clause 4.3, mySupermarket Insights may at any time withdraw any Supermarket (or any goods or services of a Supermarket) or data source from (or add a new supermarket or other data source to) the Insights Service.


7.  RULES FOR USE OF THE INSIGHTS SERVICE, THE WEBSITE AND DATA


Data


7.1  Limited Use of Data and Insights Service: Subject to timely and proper payment to mySupermarket Insights of all Fees due and payable, mySupermarket Insights hereby grants to Client a non-exclusive, non-transferable, non-sublicensable revocable licence to use Data and the Insights Service for Client's legitimate internal business purposes in the UK only provided the same is in compliance with Clause 7.2.


7.2  Confidentiality: Data shall be confidential to the Client and Client may not make the same available to any other person without the prior written consent of mySupermarket Insights. Furthermore, any publication of, or reference to, Data outside of the Client is expressly prohibited without the prior written consent of mySupermarket Insights, whom Client hereby acknowledges would need to grant a separate licence in respect of the same (and which will, in any event, always be subject to the condition that "Source: mySupermarket" shall be appended to such publication or reference). Furthermore, Client shall keep and procure to be kept secret and confidential the Data and shall not use nor disclose the same save:


7.2.1  for the purposes of the proper performance of this Agreement (or any Contract); or


7.2.2  as otherwise permitted by this Agreement (or any Contract); or


7.2.3  with the prior written consent of mySupermarket Insights;


provided that Client may disclose (but not permit access to it via the Insights Service or Website unless such persons are Authorised Users) the Data to its employees, agents, clients, consultants and contractors who reasonably need to receive the Data for the purposes of exercising Client's rights or performing Client's obligations under this Agreement (or any Contract). Where Client discloses Data to its employee, agent, client, consultant or contractor, it shall do so subject to obligations equivalent to those set out in this Clause 7.2 and shall use its best endeavours to ensure that any employee, agent, client, consultant or contractor complies with such obligations.


Software


7.3  mySupermarket Insights (or its licensors) grants to Client a non-exclusive, revocable, non-transferable licence to use the Software through the Website for the purpose of using the Insights Service. Using the Insights Service and Software allows Client to obtain information held on the Website or from the websites of third party providers to mySupermarket Insights. When Client uses the Insights Service, Client may cause the Software to send a request to the third party providers for information regarding goods and/or services. Client acknowledges and agree that when Client accesses and collects information from the third party sites using mySupermarket Insights Software, Client does so on Client's own behalf and that Client has not appointed mySupermarket Insights to act as Client's agent. mySupermarket Insights simply makes the Insights Service and Software available to Client by which Client may access such third party sites.


General behavioural rules


7.4  Without limitation to other general prohibitions in this Agreement, the following uses of the Insights Service, the Website and Data are expressly prohibited and Client undertakes not to do (or to permit anyone else to do) any of the following:


7.4.1  resell or otherwise make available the Insights Service, Website or Data without mySupermarket Insight's prior written consent;


7.4.2  furnish any false data (including false names, addresses, contact details) or engage in fraudulent use of credit/debit card numbers or other payment or debit or credit mechanisms;


7.4.3  attempt to circumvent mySupermarket Insights' security or network including accessing data not intended for Client, logging into a server or account Client are not expressly authorised to access, or probing the security of other networks (such as running a port scan);


7.4.4  access the Insights Service or Website or Data in such a way as to, or commit any act that would or does, impose an unreasonable or disproportionately large load on mySupermarket Insight's infrastructure;


7.4.5  execute any form of network monitoring which would or might intercept data not intended for Client;


7.4.6  send unsolicited mail messages, including the sending of "junk mail" or other advertising material to individuals who did not specifically request such material. Client is explicitly prohibited from sending unsolicited bulk mail messages. This includes bulk mailing of commercial advertising, promotional, or informational announcements, and political or religious tracts. Such material may only be sent to those who have explicitly requested it. If a recipient asks to stop receiving email of this nature, Client may not send that person any further e-mail;


7.4.7  create or forward "chain letters" or other "pyramid schemes" of any type, whether or not the recipient wishes to receive such mailings;


7.4.8  send malicious e-mail, including flooding a user or site with very large or numerous e-mails;


7.4.9  use in an unauthorised manner, or forge, mail header information; or


7.4.10  scrape or attempt to scrape the Website.


7.5  Client undertakes not to use or permit anyone else to use the Insights Service or Website or Data:


7.5.1  to send or receive any material which is grossly offensive, of an indecent, obscene or menacing character, blasphemous or defamatory of any person, in contempt of court or in breach of confidence, copyright, rights of personality, publicity or privacy or any other third party rights;


7.5.2  to cause annoyance, inconvenience or needless anxiety;


7.5.3  to intercept or attempt to intercept any communications transmitted by way of a telecommunications system;


7.5.4  for a purpose other than which mySupermarket Insights have designed them or intended them to be used;


7.5.5  for any fraudulent purpose;


7.5.6  other than in conformance with accepted Internet practices and practices of any connected networks; or


7.5.7  in any way which is calculated to incite hatred against any ethnic, religious or any other minority or is otherwise calculated to adversely affect any individual, group or entity.


Breaking the rules


7.6  mySupermarket Insights reserves the right to block access to and/or to edit or remove any material which in mySupermarket Insights' reasonable opinion may give rise to a breach of Clauses 5, 7, 9 or 12.


7.7  mySupermarket Insights may suspend use (either generally or in respect of particular persons) of the Insights Service and/or Website and/or access to Data (in any preceding case, in whole or in part) if:


7.7.1  there is use of, or access to, the Insights Service and/or Website and/or Data via Client's registered account by any person being other than Client (and also, ion the case of a Subscription, by any person not being an Authorised User);


7.7.2  the number of Users permitted to access the Insights Service and/or Website and/or Data exceeds the number of permitted Users according to the Package Attributes of a particular Package;


7.7.3  the number of computers from which a User (and in the case of a Subscription, an Authorised User) is permitted to access the Insights Service and/or Website and/or Data exceeds the number of permitted computers in respect of that User (and in the case of a Subscription, an Authorised User);


7.7.4  Client breaches any of Clauses 3, 4, 7, 8 or 9;


7.7.5  there is use of, or access to, the Insights Service and/or Website and/or Data via Client's registered account in contravention of this Agreement (and any Contract);


7.7.6  mySupermarket Insights reasonably suspects that any person is using the Insights Service and/or Website and/or Data illegitimately, in breach of this Agreement (or any Contract) or fraudulently.


7.8  If mySupermarket Insights suspends the Insights Service or Website or access to Data, mySupermarket Insights may refuse to restore the Insights Service or Website or access to Data until mySupermarket Insights receives an assurance from Client, in a form that mySupermarket Insights, acting reasonably, deems acceptable that there will be no further breach of the provisions of this Agreement (or any Contract).


7.9  Client hereby indemnifies and holds mySupermarket Insights harmless from and against all claims, liabilities, proceedings, costs, damages, losses, costs or expenses incurred by mySupermarket Insights caused by, or in any way connected with any claims or legal proceedings arising from: (i) Client's use of the Insights Service or Website or Data; or (ii) use of the Insights Service or Website or Data through any of Client's password; which (in either preceding case) are brought or threatened against mySupermarket Insights by any person; (iii) any breach of this Agreement (or any Contract) by Client.


7.10  If Client breaks (or anyone other than Client, with Client's connivance breaks) any of the rules in this Clause 7, there may be a degradation in the quality and accuracy of Data for which mySupermarket Insights is not responsible to Client.


8.  REGISTRATION AND SECURITY


8.1  Access to any of the Insights Service Packages will be available to Client only after registration by the Client on the Website for the Insights Service. mySupermarket Insights has an absolute discretion to decide whether or not to accept any registration.


8.2  To register for the Insights Service, Client needs to supply mySupermarket Insights with the email address of a User; the brand the User wishes to review; the User password; possibly (depending on the Package) the names of authorised Users of the Package, relevant postcodes, relevant email addresses; and possibly some other personal information. (Please see mySupermarket Insights'Privacy Policy {0} for exactly what information is collected, how this information is treated and what is done with it.)


8.3  Once registered for the Insights Service, Client shall keep any passwords strictly confidential (and shall procure that Authorised Users and keep any such passwords strictly confidential) and shall immediately notify mySupermarket Insights if any unauthorised User becomes aware of any such password or if there is any unauthorised use of Client's (or a User's) email address or any breach of security known to Client. Client agrees that any person to whom its (or one of its Authorised Users') user name or password is disclosed is authorised to act as Client's agent for the purposes of using the Insights Service and Website and Data. Client is therefore entirely responsible if Client (or an Authorised User) does not maintain the confidentiality of such passwords.


8.4  As part of accessibility requirements and restrictions, in order for Client (or a User) to have access to the Insights Service, mySupermarket Insights may write small text files (such as cookies) or flash cookies (any such type of file or cookie being "Licence Files") onto a User's particular computer, so as to police the number of computer's from which a User or Client can access the Insights Service (always in accordance with Package Attributes). Client shall not delete Licence Files; deletion of such Licence Files may prevent or delay access to the Insights Service and is the responsibility of Client. Furthermore, Client shall not (and shall procure that no person shall) attempt to copy or circumvent Licence Files. (Please see mySupermarket Insights' Cookie Policy {4} for more on Licence Files.)


8.5  Client warrants, undertakes and guarantees that all information provided to mySupermarket Insights is full and accurate.


9.  INTELLECTUAL PROPERTY RIGHTS


9.1  All intellectual property rights (including all copyright, patents, trade marks, service marks, trade names, database rights designs (including the "look and feel" and other visual or non-literal elements) whether registered or unregistered) in the Website and Insights Service and Data and information content on the Website or accessed as part of the Insights Service, any database operated by mySupermarket Insights, Software and all the website design, text and graphics, and their selection and arrangement, and all software compilations, underlying source code and Software (including applets and scripts) shall remain the property of mySupermarket Insights (or that of its licensors). Client shall not, and shall not attempt to, obtain any title to any such intellectual property rights. All rights are reserved by mySupermarket Insights.


9.2  None of the material listed in Clause 9.1 may be reproduced or redistributed without the prior written permission of mySupermarket Insights (subject always to the licence in Clause 7.1 and to Clause 7.2). Client may, however, retrieve and display the content of the Website temporarily on a computer screen or on other storage device) as part of the caching necessary to use the same for the legitimate purposes and within an authorised scope, each as set out in this Agreement (or any Contract). Client may not otherwise reproduce, modify, copy or distribute or use for any purposes any of the materials or content on the Website without the prior written permission of mySupermarket Insights.


9.3  All rights (including goodwill and, where relevant, trade marks) in the mySupermarket Insights brand and in the mySupermarket-Insights.co.uk name are owned by mySupermarket Insights (or its licensors). Other company names and brand or other names relating to particular goods and services mentioned on the Website are the trade marks or registered trade marks of their respective owners.


9.4  MySupermarket Insights expressly reserves the rights to use, copy, modify, adapt, translate, publish and distribute world-wide any testimonials Client may provide to mySupermarket Insights about the Website, the Insights Service or Data and mySupermarket Insights may use Client's name appended to the testimonial.


9.5  All comments, suggestions, ideas, notes, drawings, concepts or other information disclosed or offered to mySupermarket Insights by Client or in response to solicitations by mySupermarket Insights regarding the Insights Service or the Website or Data (each being "Ideas") shall be deemed and shall remain the property of mySupermarket Insights. Client understands and acknowledge that mySupermarket Insights has both internal resources and other external resources which may have developed or may in the future develop ideas identical to or similar to Ideas and that mySupermarket Insights are only willing to consider Ideas on these terms. In any event, any Ideas are not submitted in confidence and mySupermarket Insights assumes no obligation, express or implied by considering them. Without limitation, mySupermarket Insights shall exclusively own all now known or hereafter existing rights to the Ideas of every kind and nature throughout the world and shall be entitled to unrestricted use of the Ideas for any purpose whatsoever, commercial or otherwise without compensation to the provider of the Ideas.


10.  LIMITATION OF LIABILITY


10.1  This Clause 10 prevails over all other Clauses in this Agreement (and any Contract) and sets forth the entire Liability of mySupermarket Insights, and the sole and exclusive remedies of Client, in respect of:


10.1.1  the performance, non-performance, purported performance, delay in performance or mis-performance of this Agreement (or any Contract) or of any goods or services or provision, mis-provision or non-provision in connection with this Agreement (or any Contract) ; or


10.1.2  otherwise in relation to this Agreement (or any Contract) or entering into this Agreement (or any Contract).


10.2  In performing any obligation under this Agreement (or any Contract), mySupermarket Insights' only duty is to exercise reasonable care and skill.


10.3  mySupermarket Insights does not exclude its Liability for:


10.3.1  its fraud; or


10.3.2  death or personal injury caused by its Breach of Duty; or


10.3.3  any breach of the obligations implied by Section 12 Sale of Goods Act 1979 or Section 2 Supply of Goods and Services Act 1982; or


10.3.4  any other Liability which cannot be excluded or limited by applicable law.


10.4  Subject to Clause 10.3, mySupermarket Insights does not accept and hereby excludes any Liability for Breach of Duty other than any Liability arising pursuant to the terms of this Agreement (or any Contract).


10.5  Subject to Clause 10.3, mySupermarket Insights shall not have any Liability in respect of any:


10.5.1  indirect or consequential losses, damages, costs or expenses;


10.5.2  loss of actual or anticipated profits;


10.5.3  loss of contracts;


10.5.4  loss of use of money;


10.5.5  loss of anticipated savings;


10.5.6  loss of revenue;


10.5.7  loss of goodwill;


10.5.8  loss of reputation;


10.5.9  loss of business;


10.5.10  loss of operation time;


10.5.11  loss of opportunity; or


10.5.12 loss of, damage to or corruption of, data,

whether or not such losses were reasonably foreseeable or mySupermarket Insights or its agents had been advised of the possibility of incurring such losses. For the avoidance of doubt, Clauses 10.5.2 to 10.5.12 apply whether such losses are direct, indirect, consequential or otherwise.


10.6  In respect of Liability in connection with, related to or arising under or in respect of Free Functionality, subject to Clause 10.3 and the exclusions and limits set out in this Agreement, the total aggregate Liability of mySupermarket Insights shall be limited to £100.


10.7  Subject to Clauses 10.3 and 10.6 and to the exclusions and limits set out in this Agreement (or any Contract), the total aggregate Liability of mySupermarket Insights shall be limited to the greater of: (a) £5,000; or (b) 110% of the total sums paid and 110% of the total other sums payable (in aggregate) by Client to mySupermarket Insights under this Agreement (or any Contract), within the twelve months preceding the date on which a claim first arose.


10.8  The limitation of Liability under Clauses 10.6 and 10.7 have effect in relation both to any Liability expressly provided for under this Agreement (or any Contract) and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement (or any Contract).


10.9  In this Clause 10:


10.9.1  "Breach of Duty" means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty); and


10.9.2  "Liability" means liability in or for breach of contract, Breach of Duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement (or any Contract), including, without limitation, liability expressly provided for under this Agreement (or any Contract) or arising by reason of the invalidity or unenforceability of any term of this Agreement (or any Contract)(and for the purposes of this definition, all references to this "Agreement" or a "Contract" shall be deemed to include any collateral contract).


11.  TERMINATION


11.1  Client shall be entitled to terminate any Contract with mySupermarket Insights immediately at any time by notice in writing to mySupermarket Insights if:


11.1.1  mySupermarket Insights is in material breach of any of its material obligations in respect of that Contract which are incapable of remedy; or


11.1.2  mySupermarket Insights fails to remedy, where capable of remedy, any material breach of any of its obligations under such Contract after having been required in writing to remedy such breach within a period of no less than 28 days.


11.2  mySupermarket Insights shall be entitled immediately or at any time (in whole or in part) to: i) suspend the Insights Service and/or Website and/or access to Data and or any rights or licences with respect to the same; ii) suspend Client's use of the Insights Service and/or Website and/or access to Data and or any rights or licences with respect to the same; iii) suspend the use of the Insights Service and/or Website and/or access to Data for persons for whom mySupermarket Insights reasonably believes are connected (in whatever manner) to Client; and/or iv) terminate this Agreement or any Contract (at mySupermarket Insights' option) immediately if:


11.2.1  Client commits any material breach of this Agreement or a Contract;


11.2.2  Client commits a breach of any of Clauses 3, 4, 5, 6, 7, 8 or 9;


11.2.3  mySupermarket Insights suspects, on reasonable grounds, that Client has, might or will commit a material breach of this Agreement or a Contract; or


11.2.4  mySupermarket Insights suspects, on reasonable grounds, that Client may have committed or be committing any fraud against mySupermarket Insights or any person.


11.3  A party's right to terminate this Agreement (or any Contract) shall not prejudice any other right or remedy which that party may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.


12.  DATA PROTECTION AND ADVERTISEMENTS


12.1  See The mySupermarket Insights Privacy Policy ({1}) and Cookie Policy for more detailed information regarding Data Protection and advertisements on the Website.


12.2  mySupermarket Insights may place advertisements in different locations on the Website and at different points during use of the Insights Service. These locations and points may change from time to time. Any such advertisements may be delivered by a third party advertising company.


12.3  No personal data (for example any personal name, address, email address or telephone number) will be used during the course of serving advertising, but, on behalf of mySupermarket Insights, a third-party advertiser or affiliate may place or recognise a unique "cookie" on Client's browsers . This cookie will not collect personal data about Client nor is it linked to any personal data about Client. If Client would like more information about this practice and to know Client's choices about not having this information used by any company, see the Cookie Policy for more information and links to relevant third-party advertiser and affiliates.


13.  GENERAL


13.1  In this Agreement (and any Contract):


13.1.1  words denoting persons includes natural persons, partnerships, limited liability partnerships, bodies corporate and unincorporated associations of persons;


13.1.2  clause headings are purely for ease of reference and do not form part of or affect the interpretation of this Agreement (or any Contract); and


13.1.3  references to "include" and "including" shall be deemed to mean respectively "include(s) without limitation" and "including without limitation".


13.2  Nothing in this Agreement (or any Contract) shall be construed to create a joint venture, partnership or agency relationship between Client and mySupermarket Insights and neither party shall have the right or authority to incur any liability debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.


13.3  Except as expressly stated in this Agreement (or any Contract), all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.


13.4  Client may not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with this Agreement (or any Contract) or any right, benefit or interest under it nor transfer, novate or sub-contract any of its obligations under it (without the prior written consent of mySupermarket Insights).


13.5  mySupermarket Insights shall not be liable for any breach of obligations under this Agreement (or any Contract) where mySupermarket Insights is hindered or prevented from carrying out its obligations by any cause outside its reasonable control, including by lightning, fire, flood, extremely severe weather, strike, lock-out, labour dispute, act of God, war, riot, civil commotion, malicious damage, failure of any telecommunications or computer system, compliance with any law, accident (or by any damage caused by any of such events).


13.6  This Agreement (and any Contract) (and documents referred to in it by reference) contain all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement (or any Contract) except as expressly stated in this Agreement (or any Contract). Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (or any Contract) (unless such untrue statement was made fraudulently or was as to a matter fundamental to a party's ability to perform this Agreement (or any Contract)) and that party's only remedies shall be for breach of contract as provided in this Agreement (or any Contract). However, the Insights Service is provided to Client under its operating rules, policies, and procedures as published from time to time on the Website and subject to the FAQs on the Website.


13.7  No waiver by mySupermarket Insights of any default of Client under this Agreement (or any Contract) shall operate or be construed as a waiver by mySupermarket Insights of any future defaults, whether or a like or different character. No granting of time or other forbearance or indulgence by mySupermarket Insights to Client shall in any way release, discharge or otherwise affect Client's liability under this Agreement (or any Contract).


13.8  If any provision of this Agreement (or any Contract) is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and where capable the validity and enforceability of the remaining provisions of this agreement shall not be affected.


13.9  Unless otherwise stated within this Agreement (or any Contract), notices to be given to either party shall be in writing and shall be delivered by hand, electronic mail (other than, if Client is sending a notice to mySupermarket Insights for the purpose of legal process) sent by fax or pre-paid post to the Client at the address supplied to mySupermarket Insights or to mySupermarket-Insights.co.uk at its address as specified on the Website.


13.10  No term of this Agreement (or any Contract) is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it other than any company which mySupermarket Insights reasonably considers to be part of its group.


13.11  The provisions of Clauses 1, 2, 3, 4, 7.2, 9, 10, 11 and 13, together with those provisions that either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall survive termination of the Agreement (or any Contract).


13.12  This Agreement (and any Contract) (and all non-contractual relationships between the parties) shall be governed by and construed in accordance with English law and both parties hereby submit to the exclusive jurisdiction of the courts of England.


14.  RELEVANT INFORMATION


14.1  The Website and the Insights Service is owned and operated by mySupermarket Ltd (Company Registration No. 5920495) a company registered in England and Wales whose registered office is at Lower Ground Floor, 1 Great Cumberland Place, London W1H 7AP, England.


14.2  If Client has any queries please contact Client Insights Service at www.mysupermarket-insights.co.uk.


14.3  These Terms and Conditions were most recently updated on October 2014 (version 009).


Access to and use of this website is subject to our Terms & Conditions

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