mySupermarket Insights Terms & Conditions via a Subscription

mySupermarket Insights Terms & Conditions via a Subscription

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 (the “Terms”).

1.2. The mySupermarket Privacy Policy and Cookie Policy form part of these Terms (and any Contract (defined below)) and should be read in conjunction with these Terms. Certain elements of these Terms and the Privacy Policy, as well as the full Cookie Policy, apply only to use of the Website or parts of the Insights Service made available through the Website.

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.

1.4. These Terms are intended for Users who are subject to a paid Subscription and who are accessing the Website or the Insights Services by means of a paid Subscription only. If you are accessing the Website or Insights Service by means of the Free Functionality, see the Terms and Conditions for the mySupermarket Insights Free Functionality here.

1.5. mySupermarket Limited (Company No 5920495) is registered in England with its registered office at Lower Ground Floor, 1 Great Cumberland Place, London, W1H 7AP, England (and is called “mySupermarket” in these Terms).

2. DEFINITIONS

2.1. In these Terms, unless the context otherwise requires:

2.1.1. “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

2.1.2. “Client” means the party identified as the “Client” in a Subscription Order

2.1.3. “Contract” means a contract between Client and mySupermarket in respect of a Package within the Insights Service, comprised of: (i) these Terms; and (ii) a separate Subscription Order

2.1.4. “Data” means business intelligence and data relating to the Supermarkets and the goods and services they offer or do not offer; business intelligence and data relating to product placement and presentation on the Supermarkets; business intelligence and data relating to certain activities recorded through www.mySupermarket.co.uk; or any other business intelligence and data which may be made available to the Client via the Insights Service.

2.1.5. “Fees” means the fees payable in respect of any Contract, as set out in any Subscription Order.

2.1.6. “Insights Service” means any service provided by mySupermarket whereby mySupermarket provides or procures the provision of Data to Client and which service may include and be provided as:

2.1.6.1. “Online Services”: provision of Data, services and reports by mySupermarket via the Website, including Client using such different tools and functionalities made available by mySupermarket via the Website, to manipulate, filter and display such Data in different ways; and

2.1.6.2. “Offline Services”: provision of Data, services and reports provided by mySupermarket via other electronic communication, and any related tools and/or functionalities made available to the Client by mySupermarket in respect of this Data or these services.

2.1.6.3. “Other Services”: any other Data, services, reports, tools and functionalities provided by mySupermarket in respect of Data in any other form whatsoever;

2.1.7. “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.

2.1.8. “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.

2.1.9. “Software” means any proprietary software utilised by mySupermarket to enable use of the Insights Service.

2.1.10. “Subscription Order” means mySupermarket’ standard subscription order document for Insights Services, which document has been executed by mySupermarket and by Client and which contains details of the relevant Subscription, including: the Term of the Subscription; the number and/or identity of Authorised Users; the Fees and any overriding payment terms and any special terms and conditions applicable to that specific Subscription that may override terms of these Terms.  In addition, the Subscription Order will include information on the specific Insights Services to be provided, including: the extent of the Data to be made available (i.e. the number and details of product categories/ brands/ Supermarkets to be made available through the Insights Service); details of any reports or custom reports to be provided in respect of Data; the extent of availability of data on competitor brands; the extent of availability of degree of export features; the degree of availability of historic data; any other additional functionality and features to be made available; and other information regarding the services.

2.1.11. “Supermarket” means any supermarket (or other provider of goods and/or services selected by mySupermarket 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 the Supermarkets made available 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 included in any particular functionality.

2.1.12. “Term” means the duration of a Subscription Order (and the related Contract). The Term duration, start date and end date will be defined in the Subscription Order.

2.1.13. “User” means a single individual human being (who may, depending on Subscription Attributes, be specified by name).

2.1.14. “Website” means the website through which the Insights Service is offered, currently mysupermarket-insights.co.uk and

2.2. mySupermarket Insights reserves the right to amend these Terms. from time to time:

2.2.1. 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).

2.2.2. All amendments to these Terms will be posted on-line. Subject to Clause ‎2.2.1, continued use of the Insights Service or the Website or accessing Data will be deemed to constitute acceptance of amendments to these Terms.

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 Contract).

3.2. 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.

3.3. mySupermarket 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 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 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. Certain details of algorithms, assumptions or datasets may be available through the FAQ document on the Website, and Client should review such document.

3.4. 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 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.

3.5. 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 shall not be liable for any telephone or other costs that Client may incur.

4. SUBSCRIPTIONS

4.1. As part of the Insights Services mySupermarket offers Users a variety of reports, functionalities and tools and data covering a broad selection of Supermarkets and product categories. Subject to Clause ‎4.2 and ‎4.3, from time to time, these are subject to change.  Changes may include: addition, amendment or deletion of individual tools or functionalities; addition or deletion of Supermarkets to the Website and changes to the scope of Data available in respect of any Supermarket; amendments to reporting options; and other changes.

4.2. Clause 4.‎1‎ notwithstanding, mySupermarket will make reasonable efforts to ensure that any such changes do not conflict with the terms of an active Subscription for Online Services, and with the Insights Services to be provided under that Subscription.

4.3. In the event that a change does result in mySupermarket not being able to fulfil one or more Insights Services included in a Subscription we may:

4.3.1. Offer the Client different services in place of those in place of those Insights Services which are no longer available (e.g. additional functionalities or additional data); or

4.3.2. Allow the Client to terminate the Contract and receive refund of Fees already paid in respect of the remaining Subscription Term. Any refund will be calculated on a pro-rata basis.

4.4. Clause 4.2 notwithstanding, mySupermarket can always (without a new Subscription Order) add new features to a Subscription (by way of trial or otherwise) by way of expanded Insights Services (e.g. additional reports or Data or otherwise) at no extra cost to Client, for whatever period mySupermarket see fit.

5. PAYMENT

5.1. Renewing or upgrading a Subscription: The Term of a Contract shall be 12 months unless specified otherwise in the relevant Subscription Order. The applicable Subscription Order may contain provisions regarding renewal and updates.

5.2. Invoicing: Unless specified otherwise in a relevant Subscription Order:

5.2.1. mySupermarket shall invoice Client annually in advance in respect of Fees; and

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

5.3. Payment: Payment shall be made as set forth on the Subscription Order. Fees shall always be paid and payable without set-off, reduction or withholding on any account whatsoever.

5.4. 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:

5.4.1. 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;

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

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

5.5. 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 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.

6. WARRANTIES AND SERVICE LEVELS

6.1. Main warranty: mySupermarket warrants that it shall use reasonable care and skill in the provision of the Insights Service, the Website and the provision of the Data.

6.2. Non-responsibility for data source: When mySupermarket 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 uses its reasonable endeavours to make such comparisons honestly and fairly, mySupermarket is dependent on raw data underlying the Data, which underlying raw data is sourced from outside mySupermarket. 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 6.‎1, mySupermarket does not warrant and mySupermarket 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 may not have complied with Clause ‎6.1.

6.3. Subject to Clause ‎6.1, in respect of use of the Insights Service and/or the Website and/or the Data, Clients expressly agrees that use of the Insights Service and the Website and Data is at Client’s risk. However, mySupermarket shall use reasonable endeavours to ensure that the Data is updated regularly as further detailed below in clause 6.4.

6.4. Service Levels. The Data is updated; (a) daily, in the case of Online Supermarkets and (b) weekly, in the case of Offline Supermarkets. Updates may be delayed or prevented by technical issues beyond the control of mySupermarket, such as third party equipment failures, the failure of any party to update its online store or the failure of any Offline Supermarket to provide applicable data to mySupermarket. Data in respect of local goods which have a limited distribution may take up to three days to update.

6.4.1.1. Technical errors affecting the Website and the availability of the Online Services may happen but will not usually occur on more than 5 occasions in a year (each such occasion lasting for maximum 24 hours).

 

6.4.1.2. 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 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’ relevant proprietary algorithms) then such good or service will be removed from current Data (but may continue to appear in historical Data.

6.4.1.3. The Data will display (and support) the 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).

6.4.1.4. 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.

6.5. Subject to Clause ‎6.1, in respect of Online Services, mySupermarket 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 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.

6.6. mySupermarket warrants that mySupermarket has taken reasonable steps (using industry-standard virus-checking software) with respect to the Insights Service and the Website to check for viruses and malware. ; but subject to the foregoing, mySupermarket 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.

6.7. mySupermarket does not warrant and mySupermarket disclaims all warranties 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 exclude all Liability (as defined in Clause ‎12.8.2) of any kind for the transmission or the reception of or the failure to transmit or to receive any material of whatever nature.

6.8. In respect of Online Services, mySupermarket assumes no responsibility for the content or services of any other websites or services to which the Website or the Insights Service links.

6.9. Subject to Clause 6.‎1, Client acknowledges that mySupermarket 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.

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

7.1. In respect of Online Services, although, subject to Clause ‎6, mySupermarket 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 or restricted for purposes of Website or other system repairs, maintenance, the introduction of new facilities or services or for reasons set out elsewhere in these Terms or in a Subscription Order. In all such cases, mySupermarket will attempt to restore access as soon as mySupermarket reasonably can.

7.2. mySupermarket 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

7.3. mySupermarket 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.

7.4. In respect of changes as described in Clause ‎7.2 and Clause ‎7.3, mySupermarket will make reasonable efforts to ensure that any such changes do not conflict with the specific Insights Services and Data applicable to an active Contract (i.e. that there is no reduction to the extent of the Insights Services being provided under the Contract). At times however, this may be unavoidable. In that case, the Client will be notified. In that case:

7.4.1. mySupermarket may provide alternative services in lieu of the Data or services which are no longer available

7.4.2. the Client may cancel the Contract and receive a pro-rata refund of amounts paid in advance in respect of the portion of the Contract term from the cancellation date and through the Contract Termination.

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

8.1. Limited Use of Data and Insights Service: Subject to timely and proper payment to mySupermarket of all Fees due and payable, mySupermarket hereby grants to Client a non-exclusive, non-transferable, non-sub licensable revocable licence to use Data and the Insights Service solely for Client’s legitimate internal business purposes in the UK and in compliance with these Terms.

8.2. Confidentiality: Data shall be the confidential information of mySupermarket and Client may not make the same available to any other person without the prior written consent of mySupermarket. Furthermore, any publication of the Data or distribution of the Data to any third party is expressly prohibited without the prior written consent of mySupermarket. Client may disclose (but not permit access to it via the Insights Service or Website) 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 these Terms. Where Client discloses Data to its employee, agent, client, consultant or contractor, it shall do so subject to written obligations equivalent to those set out in this Clause and shall use its best endeavours to ensure that any employee, agent, client, consultant or contractor complies with such obligations.

8.3. General Behavioural Rules. Without limitation to other general prohibitions in these Terms, 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:

8.3.1. resell or otherwise make available the Insights Service, Website or Data without mySupermarket Insight’s prior written consent;

8.3.2. furnish any false data (including false names, addresses, contact details) as part of the registration process or in connection with any correspondence or communication with mySupermarket;

8.3.3. attempt to circumvent mySupermarket’ 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);

8.3.4. 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;

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

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

8.3.7. scrape or attempt to scrape the Website.

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

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

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

8.4.3. for any fraudulent purpose;

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

8.5. mySupermarket 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:

8.5.1. 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;

8.5.2. the number of Users attempting to access the Insights Service and/or Website and/or Data exceeds the number of permitted Users according to the Subscription Order;

8.5.3. the number of computers from which a User attempts to access the Insights Service and/or Website and/or Data exceeds the number of permitted computers in respect of that User;

8.5.4. Client breaches any of Clauses ‎3, ‎8, ‎9 or ‎10;

8.5.5. there is use of, or access to, the Insights Service and/or Website and/or Data via Client’s registered account in contravention of these Terms (and any Contract);

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

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

8.7. Client hereby indemnifies and holds mySupermarket harmless from and against all claims, liabilities, proceedings, costs, damages, losses, costs or expenses incurred by mySupermarket 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 by any person; (iii) any breach of these Terms (or any Contract) by Client.

8.8. If Client breaks (or anyone other than Client, with Client’s connivance breaks) any of the rules in this Clause 8, there may be a degradation in the quality and accuracy of Data for which mySupermarket is not responsible to Client.

9. REGISTRATION AND SECURITY

9.1. 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.

9.2. To register for the Insights Service, Client needs to supply mySupermarket 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 Subscription, relevant postcodes, relevant email addresses; and possibly some other personal information. (Please see mySupermarket’ Privacy Policy here  for exactly what information is collected, how this information is treated and what is done with it.)

9.3. 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 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.

9.4. As part of accessibility requirements and restrictions, in order for Client (or a User) to have access to the Insights Service, mySupermarket 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 Subscription 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’ Cookie Policy here for more on Licence Files.)

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

10. INTELLECTUAL PROPERTY RIGHTS

10.1. All intellectual property rights (including all copyright, patents, trademarks, 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, 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 (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.

10.2. None of the material listed in Clause ‎10.1 may be reproduced or redistributed without the prior written permission of mySupermarket (subject always to the licence in Clause ‎8.1 and to Clause ‎8.2).

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

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

11. All comments, suggestions, ideas, notes, drawings, concepts or other information disclosed or offered to mySupermarket by Client or in response to solicitations by mySupermarket regarding the Insights Service or the Website or Data (each being “Ideas”) shall be deemed and shall remain the property of mySupermarket. Client understands and acknowledge that mySupermarket 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 are only willing to consider Ideas on these terms.

12. LIMITATION OF LIABILITY

12.1. This Clause ‎12 prevails over all other Clauses in these Terms (and any Contract) and sets forth the entire Liability of mySupermarket, and the sole and exclusive remedies of Client, in respect of:

12.1.1. the performance, non-performance, purported performance, delay in performance or mis-performance of these Terms or of any goods or services or provision, mis-provision or non-provision in connection with these Terms  ; or

12.1.1.1. otherwise in relation to these Terms or entering into these Terms .

12.2. In performing any obligation under these Terms, mySupermarket’ only duty is to exercise reasonable care and skill.

12.3. mySupermarket does not exclude its Liability for:

12.3.1. its fraud; or

12.3.2. death or personal injury caused by its Breach of Duty; or

12.3.3. 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

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

12.4. Subject to Clause ‎12.3, mySupermarket does not accept and hereby excludes any Liability for Breach of Duty other than any Liability arising pursuant to the terms of these Terms.

12.5. Subject to Clause ‎12.3, mySupermarket shall not have any Liability in respect of any:

12.5.1. indirect or consequential losses, damages, costs or expenses;

12.5.2. loss of actual or anticipated profits;

12.5.3. loss of contracts;

12.5.4. loss of use of money;

12.5.5. loss of anticipated savings;

12.5.6. loss of revenue;

12.5.7. loss of goodwill;

12.5.8. loss of reputation;

12.5.9. loss of business;

12.5.10. loss of operation time;

12.5.11. loss of opportunity; or

12.5.12. loss of, damage to or corruption of, data, whether or not such losses were reasonably foreseeable or mySupermarket or its agents had been advised of the possibility of incurring such losses. For the avoidance of doubt, Clauses ‎12.5.2 to ‎12.5.12 apply whether such losses are direct, indirect, consequential or otherwise.

12.6. Subject to Clause 12.‎3 and to the exclusions and limits set out in any Subscription Order, the total aggregate Liability of mySupermarket 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 under that Subscription Order, within the twelve months preceding the date on which a claim first arose.

12.7. The limitation of Liability have effect in relation both to any Liability expressly provided for under these Terms and to any Liability arising by reason of the invalidity or unenforceability of any term of these Terms .

12.8. In this Clause ‎12:

12.8.1. “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

12.8.2. “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 these Terms , including, without limitation, liability expressly provided for under these Terms or arising by reason of the invalidity or unenforceability of any term of these Terms (and for the purposes of this definition, all references to these Terms shall be deemed to include any collateral contract).

13. TERMINATION

13.1. mySupermarket 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 reasonably believes are connected (in whatever manner) to Client; and/or iv) terminate these Terms (at mySupermarket’ option) immediately if:

13.1.1. Client commits any material breach of these Terms or a Contract;

13.1.2. Client commits a breach of any of Clauses ‎3, ‎6, ‎8, ‎9, or ‎10;

13.1.3. mySupermarket suspects, on reasonable grounds, that Client has, might or will commit a material breach of these Terms; or

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

13.2. A party’s right to terminate these Terms 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.

14. DATA PROTECTION AND ADVERTISEMENTS

14.1. See the mySupermarket Privacy Policy and Cookie Policy for more detailed information regarding Data Protection and advertisements on the Website.

14.2. mySupermarket 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.

14.3. 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, 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.

15. GENERAL

15.1. In these Terms:

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

15.1.2. clause headings are purely for ease of reference and do not form part of or affect the interpretation of these Terms ; and

15.1.3. references to “include” and “including” shall be deemed to mean respectively “include(s) without limitation” and “including without limitation”.

15.2. Nothing in these Terms (or any Contract) shall be construed to create a joint venture, partnership or agency relationship between Client and mySupermarket 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.

15.3. Except as expressly stated in these Terms (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.

15.4. 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).

15.5. mySupermarket shall not be liable for any breach of obligations under these Terms (or any Contract) where mySupermarket 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).

15.6. These Terms (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 these Terms (or any Contract) except as expressly stated in these Terms (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 these Terms (or any Contract) (unless such untrue statement was made fraudulently or was as to a matter fundamental to a party’s ability to perform these Terms (or any Contract)) and that party’s only remedies shall be for breach of contract as provided in these Terms (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.

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

15.8. If any provision of these Terms (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 these Terms shall not be affected.

15.9. Unless otherwise stated within these Terms (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 for the purpose of legal process) sent by fax or pre-paid post to the Client at the address supplied to mySupermarket or to mySupermarket-Insights.co.uk at its address as specified on the Website.

15.10. No term of these Terms (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 reasonably considers to be part of its group.

15.11. The provisions of Clauses 1, ‎2, ‎3, 8.‎2, ‎10, ‎12, ‎13 and‎ 15, 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).

15.12. These Terms (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.

16. RELEVANT INFORMATION

16.1. The Website and the Insights Service is owned and operated by mySupermarket Limited (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.

16.2. If Client has any queries please contact Client Insights Service at insights@mysupermarket.co.uk or at 020 7258 7487

16.3. These Terms and Conditions were most recently updated on 01 April 2016