“Applicable Laws” means all applicable laws, statutes, regulations and codes from time to time in force.
“Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Business Hours” means the period from 9.00am to 5.00pm on any Business Day.
“Data Protection Legislation” means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party).
“Deliverables” means all documents, products and materials developed by Ocado or its agents, subcontractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts).
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Services” means access to Crunch providing category insights based on Ocado’s EPOS data and data via Crunch.
“UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation (GDPR) ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
3. YOUR RESPONSIBILITES
3.1 You shall co-operate with Ocado in all matters relating to the Services and shall use all reasonable endeavours to ensure that any information it provides to Ocado is complete and accurate and acknowledges that Ocado will rely on the accuracy and completeness of such information in performing its obligations.
3.2 If Ocado’s performance of any of its obligations is prevented or delayed by any act or omission by You or failure by the You to perform any relevant obligation (“Default”) then, without prejudice to any other right or remedy it may have: (a) Ocado may suspend performance of the Services until You remedy the Default, and to rely on the Default to relieve it from the performance of any of its obligations to the extent the Default prevents or delays Ocado's performance of any of its obligations; (b) Ocado shall not be liable for any reasonable costs or losses sustained or incurred by the You arising directly or indirectly from Ocado’s failure or delay to perform any of its obligations as set out in this clause 3.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 In relation to the Deliverables Ocado shall retain ownership of all Intellectual Property Rights in the Deliverables; (a) Ocado grants You a worldwide, non exclusive, royalty-free licence during Your use of the Services to use the Deliverables for the purpose of receiving and using the Services; and (b) You shall not sub-license, assign or otherwise transfer the rights granted in clause 4.1(a) to any third party without the express consent of Ocado.
5. COMPLIANCE WITH APPLICABLE LAWS
5.3 You shall indemnify and hold harmless Ocado on demand against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, Ocado as a result of any breach of this clause 5 by You.
5.4 You shall promptly notify Ocado if, at any time during Your use of the Services, its circumstances, knowledge or awareness changes.
6. DATA PROTECTION
7.1 All data, documents, discussions or other information received by either Party are to be considered confidential unless advised otherwise in writing by the providing Party (“Confidential Information”). Data provided by Ocado via Crunch in accordance with the Services is for Your own internal use and not to be disclosed to third parties.
7.3 If a party loses any material or item containing Confidential Information of the other party, it must promptly notify the other Party of the loss and all the circumstances surrounding it and will comply at its own cost will all reasonable requests of the other party to recover such Confidential Information or mitigate the consequences of its loss and/or disclosure.
7.4 You shall indemnify and hold harmless Ocado on demand against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, Ocado as a result of any breach of this clause 7.
8. LIMITATION OF LIABILITY
8.3 The limitations and exclusions of liability in this clause 8 shall not apply to any liability of You or Ocado for death or injury caused by Ocado negligence or for fraud.
10.1 If Ocado is delayed or prevented in the performance of any of its obligations under the Contract by an event, circumstance or cause beyond its reasonable control which, by its nature, could not have been foreseen or, if foreseeable, was unavoidable, that party shall not be liable for such delay or non-performance.
10.7 You agree to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be reasonably or necessary or desirable to give effect to this Contract.