Version: 1

Date: 7 Januaury 2021

 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

 

By confirming your agreement to these terms and conditions, you acknowledge and agree that you have read these terms and conditions carefully, together with any other documents or policies incorporated or referenced in them, and agree to be bound by them.

If you are accepting on behalf of the Client, you represent and warrant that (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement.

1. Registration

• To access and use dunnhumby Key Performance Report (“dh KPR”), the Client must complete the dh KPR registration process and provide all necessary information and credentials including making payment and providing billing information and accurate TPNs, through the dh KPR website.

2. Rights to Access and Use dh KPR

• 2.1 The Client shall have a non-exclusive right to access and use dh KPR for the term of this Agreement, and to permit Authorised Users to access and use dh KPR, subject to and in accordance with this Agreement.
• 2.2 The Client shall:
  
  • (a) only access and use dh KPR and the Reports for the Client's internal business operations;
  • (b) not access or use dh KPR or the Reports for any Restricted Purpose;
  • (c) not seek to decompile or reverse engineer dh KPR, any data, algorithms, processes, materials or works provided or used in the provision of dh KPR or the Reports or otherwise process or manipulate the same using any software or tools other than dk KPR;
  • (d) other than Authorised Users, not permit any third party to access and use dh KPR or the Reports, and shall not use dh KPR or the Reports for the benefit of a third party or to provide services to, for the benefit of, or on behalf of, a third party, nor interface with, or enable a third party to interface with, dh KPR or the Reports for the benefit of any third party, including through the use of any API or similar technology which enables information to be requested and received from dh KPR or the Reports; and
  • (e) comply with the Acceptable Use Policy and any reasonable instructions or requests from dunnhumby regarding the Client's access or use of dh KPR and the Reports.
• 2.3 dh KPR is made available on an 'as is' and 'as available' basis and dunnhumby does not warrant that dh KPR or the Reports will be free from viruses and harmful code, that the Client's access and use of dh KPR or the Reports will be uninterrupted or error-free or completely secure or that any defects will be fixed. dunnhumby will not be liable for any loss or liability suffered by the Client in respect of any viruses or harmful code, errors, loss of, damage to or corruption of data, business interruption or defects.

3. Client Responsibilities

• 3.1 The Client shall:
  
  • (a) ensure that it has all necessary government and regulatory approvals, consents, permits and licences to perform its obligations under this Agreement and to lawfully access and use dh KPR and the Reports;
  • (b) comply with all applicable laws and regulatory requirements which apply to the Client's and each Authorised User's access to and use of dh KPR and the Reports;
  • (c) not access or use dh KPR or the Reports in any way, which would place dunnhumby in breach of any applicable laws or regulatory requirements, infringe any third party rights (including any third party IPRs or any rights of an individual in respect of their information or personal data) or subject dunnhumby to any third party claims; and
  • (d) not breach any contract, judgment or court order or undertaking to a regulator in complying with this Agreement or in connection with its access or use of dh KPR or the Reports.
• 3.2 The Client is solely responsible for obtaining and providing accurate TPNs when registering for dh KPR.
• 3.3 The Client accepts sole responsibility and liability for:
  
  • (a) the selection of dh KPR to achieve its intended results and acknowledges and agrees that dh KPR and the Reports have not been developed to meet the individual requirements of the Client;
  • (b) the purposes for which it accesses and uses dh KPR and the Reports; and
  • (c) the decisions which it makes when it accesses and uses dh KPR, the application of dh KPR and the outcomes which result from the Client's access or use of dh KPR and decisions to rely on the Reports, and the Client recognises that dunnhumby has no involvement or input into the Client's access or use of dh KPR and does not routinely or automatically monitor the Client's access or use of dh KPR or the Reports.
• 3.4 The Client must ensure that each Authorised User:
  
  • (a) keeps their dh KPR log-in credentials confidential;
  • (b) complies with the dh KPR End User Terms; and
  • (c) complies with this Agreement, including the Acceptable Use Policy, as if each Authorised User were a party to this Agreement, and the Client shall at all times be responsible and liable for all acts and omission of Authorised Users in connection with dh KPR and the Reports.
• 3.5 In the event of any security incident which affects dh KPR (including any unauthorised access to or use of dh KPR or any Authorised User log-in credentials being compromised), the Client shall immediately notify dunnhumby on becoming aware of the incident and co-operate fully with any reasonable requirements of dunnhumby to enable dunnhumby to investigate, contain and remedy the incident.
• 3.6 Client represents and warrants that it is a supplier of Tesco PLC.

4. Subscription and Payment

• 4.1 Subscriptions for dh KPR are annual and start from the date on which the purchase is completed, and continue for successive, rolling annual periods until cancelled.
• 4.2 Payment of Charges for dh KPR Subscriptions is collected in advance. Client can elect, at the time of purchase, for payment to be collected on a quarterly or annual basis. When purchasing a subscription for dh KPR the Client must pay the Charges for the first Billing Period in full and in advance.
• 4.3 dunnhumby will take payment for subsequent Billing Periods on the day of the relevant calendar month that such Billing Period starts (the anchor day), unless the anchor day does not occur in the relevant calendar month, in which case payment will be taken instead on the last day of the relevant calendar month.
• 4.4 When the Client purchases a dh KPR subscription, the Client (i) is subscribing to an automatically renewing annual subscription requiring recurring payments at the stated frequency until cancelled; and (ii) must provide accurate and complete information for a valid payment method, such as a credit card, that the Client is authorised to use.
• 4.5 The Charges are exclusive of all value added, sales, transaction and other taxes which shall be payable by the Client in addition to the Charges, and payment shall be taken together with the Charges.
• 4.6 If the Client purchases a dh KPR subscription, the Client agrees that: dunnhumby’s payment provider is authorised to automatically charge the billing information provided on a recurring basis at the start of each Billing Period for (i) the applicable Charges, (ii) any and all applicable taxes, and (iii) any other charges incurred in connection with Client’s use of the services.
• 4.7 dunnhumby will take payment for subsequent Subscription Periods (on a quarterly or annual basis, depending on the Client’s election when the dh KRP subscription was first purchased) in advance unless: (a) the Client cancels before the applicable annual subscription renewal date (except that where there are remaining Billing Periods for the current Subscription Period, dunnhumby will continue to take payment until the end of the current Subscription Period); (b) dunnhumby declines to renew the Client’s dh KPR subscription; or (c) this Agreement is otherwise terminated as expressly permitted herein.
• 4.8 The Client shall ensure that this billing information is kept up to date at all times.
• 4.9 If the Charges are not paid in a timely manner, or dunnhumby is unable to process the Client’s transaction using the billing information on file, dunnhumby reserves the right to suspend, disable, cancel or terminate the Client’s access to the services or cancel the Client’s dh KPR subscription.
• 4.10 From time to time, dunnhumby may choose in its sole discretion to add, modify, or remove benefits and features from dh KPR. dunnhumby does not represent or warrant that particular features will be offered indefinitely and reserves the right to alter the features associated with dh KPR.
• 4.11 The Client acknowledges and agrees that:
  
  • (a) dunnhumby may use the services of third party payment providers (such as Stripe Inc. or its affiliates) to take payments under this Agreement and store the Client's billing information. Where the payment provider requires the Client to access its own terms to make a payment, the Client agrees to comply with such terms, and the Client’s breach of such terms is a breach of this Agreement;
  • (b) except as expressly set out in clause 11.2 of these terms and conditions or required by applicable law, all payments made by the Client under this Agreement are non-refundable and the Client shall not be entitled to any refund for any reason. Any refunds which are provided are on an ex gratia basis. The Client must cancel the dh KPR subscription before it renews to avoid billing of the next periodic Charges; and
  • (c) dunnhumby's failure to enforce or insist upon the Client’s strict compliance with this Agreement will not constitute a waiver of any of its rights.

5. Cancellation of Subscriptions

• 5.1 A subscription for dh KPR purchased by the Client may be cancelled:
  
  • (a) by the Client through the dh KPR website at any time by accessing the relevant account settings, in which case the subscription will continue until the end of the current annual Subscription Period and payment for any remaining Billing Periods in the current Subscription Period will be taken when due unless terminated sooner by dunnhumby consistent with this Agreement; or
  • (b) by dunnhumby without liability and without notice to the Client in the event that dunnhumby is unable to take payment of the of the Charges when due, with the subscription coming to an end immediately.

6. Confidentiality

• 6.1 Each party receiving or obtaining any confidential information (the receiving party) from the other party (the disclosing party) shall keep the disclosing party's confidential information secret and confidential and shall not disclose it except with the disclosing party's prior written consent or to those of the receiving party's Personnel, professional advisers, and (in dunnhumby's case only) dunnhumby Group Members, suppliers, contractors and providers who need access to it on a "need to know" basis for the purposes of this Agreement.
• 6.2 Furthermore, the receiving party may use and disclose the disclosing party's confidential information:
  
  • (a) if the confidential information was already known to it, provided that the receiving party does not owe a separate obligation of confidentiality in respect of that confidential information;
  • (b) if the confidential information is in the public domain other than as a result of a breach of an obligation of confidentiality or unauthorised access to or disclosure of the confidential information;
  • (c) if the confidential information is separately disclosed to the receiving party by a third party who is not under any obligation of confidentiality in respect of that confidential information;
  • (d) to the extent it was independently developed by the receiving party without reference to or use of the confidential information; or
  • (e) if disclosure of that information is required by applicable law, regulatory requirements, rules of a stock exchange, any governmental or regulatory authority or by a court of competent jurisdiction, provided in each case, where lawful, the receiving party consults with the disclosing party in advance of any such disclosure, including to give that disclosing party a reasonable opportunity to resist or limit disclosure (at the disclosing party’s expense).

7. Intellectual Property Rights

• 7.1 All IPRs in the following are, and shall remain, the property of dunnhumby or its licensors:
  
  • (a) dh KPR; and
  • (b) all: (i) Reports; (ii) data, algorithms, processes, materials or works provided or used in providing dh KPR; (iii) layouts, formats and templates of the Reports; and (iv) trade marks, trade names and logos of dunnhumby and any dunnhumby Group Members, (together the dunnhumby Materials).
• 7.2 dunnhumby grants to the Client a perpetual, non-exclusive, royalty-free licence to use the Reports for the Client’s internal business purposes.

8. Indemnification by Client

• 8.1 The Client shall hold harmless and indemnify dunnhumby, any dunnhumby Group Members, and each of its and their respective officers, directors, employees, agents, successors, and assigns (collectively, “dunnhumby Indemnified Parties”), and any of their Personnel in full and on-demand against any and all liabilities, costs or expenses which they may incur that arise out of or result from, or are alleged to arise out of or result from any breach of this Agreement by the Client.
• 8.2 This indemnity shall include any third party claims the costs and expenses of engaging legal advisers, and any damages awards, fines or penalties which are imposed, or any payments, costs and expenses incurred in settling any such claims, and the Client shall not have any right of counter-claim or set-off in respect of any indemnity claim made by any of the dunnhumby Indemnified Parties.

9. Termination by the Client

The Client may terminate this Agreement by giving notice to dunnhumby in which case this Agreement shall terminate on the expiration of the then current Subscription Period.

10. Termination by dunnhumby

• 10.1 dunnhumby may terminate this Agreement for convenience at any time without liability on such notice to the Client as dunnhumby determines.
• 10.2 Without prejudice to any other rights of dunnhumby, dunnhumby may terminate this Agreement without liability on notice to the Client where:
  
  • (a) the Client is in breach of this Agreement;
  • (b) the Client suffers an Insolvency Event; or
  • (c) the Client or dunnhumby is substantially prevented from performing its obligations under this Agreement for a continuous period of 90 (ninety) days as a result of a Force Majeure Event.
• 10.3 Without prejudice to any other rights of dunnhumby, dunnhumby may suspend the Client's or any Authorised User's access to or use of dh KPR without liability and without notice to the Client:
  
  • (a) if, in dunnhumby's opinion, the Client may be in breach of this Agreement; or
  • (b) for security reasons, to perform routine maintenance or if any relevant third party provider of a cloud information technology environment suspends its services to dunnhumby.

11. Consequences of Termination

• 11.1 When this Agreement terminates for any reason:
  
  • (a) any subscription to dh KPR shall be deemed to be cancelled and the Client's and each Authorised User's right to access and use dh KPR on any basis shall immediately cease; and
  • (b) the Client shall immediately delete or otherwise destroy any confidential information or proprietary materials of dunnhumby’s or a dunnhumby Group Member which it has in its possession or control.
• 11.2 In the event dunnhumby terminates the Agreement pursuant to Section 10.1, for the period beginning on the effective date of such termination and ending on the expiration of the then-current Subscription Period, dunnhumby will refund to the Client on a pro-rated amount amount of any Charges paid by the Client in advance of such termination.
• 11.3 Following termination of this Agreement, the Client shall be entitled to continue to use the Reports which the Client has downloaded or exported from dh KPR prior to termination, save that, notwithstanding the ownership of any IPRs in the Reports, the Client's use of the Reports shall at all times continue to be subject to the limitations, restrictions and responsibilities regarding use of the Reports set out in this Agreement.
• 11.4 The expiry or termination of this Agreement shall not affect any accrued rights, obligations, remedies or liabilities of the parties. All provisions of this Agreement that are intended either expressly or by implication to survive expiry and termination of this Agreement shall remain in full force and effect, including clauses 6 (Confidentiality), 7 (IPRs), 8 (Indemnification by Client), 11 (Consequences of Termination), 12 (Liability), 14 (Publicity), 16 (Governing Law and Disputes), 18 (General) and 19 (Interpretation).

12. Liability

• 12.1 To the fullest extent permitted by applicable law, dunnhumby shall not be liable for any of the following losses arising out of or in connection with this agreement or any breach or non-performance of it, whether or not dunnhumby has been advised of the possibility of such losses and whether based upon warranty, contract, tort (including negligence), strict liability, violation of statute, or any other legal or equitable theory:
  
  • (a) loss of profits;
  • (b) loss of revenue;
  • (c) failure to achieve anticipated savings;
  • (d) loss of opportunity;
  • (e) business interruption;
  • (f) loss or damage to goodwill or reputation;
  • (g) wasted expenditure;
  • (h) loss or corruption of or damage to data or material;
  • (i) punitive damages; and/or
  • (j) any indirect, consequential, incidental, exemplary, or special loss or damages.
• 12.2 The total liability of dunnhumby arising out of or in connection with this agreement or any breach or non-performance of it, including due to negligence, shall be limited, in respect of all liabilities arising under this agreement in a year in aggregate, to the greater of:
  
  • (a) the Applicable Liability Cap; and
  • (b) the total charges paid by the client in the 12-month period immediately preceding the accrual of the right to such damages.
• 12.3 A party (the innocent party) shall not be liable to the other party (the other party) under this Agreement for any interruption, defect, delay, non-performance of or any other breach of its obligations under this Agreement and shall be relieved from the performance of its obligations under this Agreement to the extent that such failure is caused by:
  
  • (a) the other party's delay, negligence or breach of this Agreement;
  • (b) action taken by the innocent party in accordance with this Agreement; or
  • (c) where dunnhumby is the innocent party: (i) any instruction or command given by the Client; (ii) any change, defect, issue or other problem affecting the Client's information technology systems; (iii) the failure of the Client's information technology systems to meet any minimum or recommended technical specification for dh KPR published by dunnhumby from time to time; and/or (iv) any modifications the Client makes to dh KPR or the Reports which are not permitted by this Agreement or authorised by dunnhumby in writing in advance.
• 12.4 Other than the warranties expressly set out in these terms and conditions, dunnhumby does not make any specific promises about dh KPR or the Reports. All warranties, conditions and other provisions that may be implied into this agreement whether by law or otherwise are excluded or disclaimed or if they may not be lawfully excluded or disclaimed are waived by the client.
• 12.5 Nothing in this Agreement is intended to exclude, disclaim or limit the liability of dunnhumby for:
  
  • (a) death or personal injury caused by negligence;
  • (b) gross negligence or wilful misconduct of dunnhumby or its employees;
  • (c) fraud; and/or
  • (d) any liability which cannot be excluded or limited by law.
• 12.6 Each provision of this clause 12 shall only have effect to the extent permissible under the law.

13. Force Majeure

• 13.1 Neither party is liable for any delay, failure or interruption in its performance of its obligations under this Agreement (other than any payment obligation) which is caused by a Force Majeure Event, provided the affected party meets the following conditions:
  
  • (a) the affected party must inform the other party of the nature of the event reasonably promptly once they become aware of it;
  • (b) the affected party must take reasonable steps to mitigate the effects of the Force Majeure Event; and
  • (c) the affected party must keep the other party reasonably informed of progress in resolving the Force Majeure Event.

14. Publicity

• 14.1 The Client shall not issue any press release nor announcement regarding any matter connected with this Agreement and shall not reference this Agreement or make reference to dunnhumby, any dunnhumby Group Members, dh KPR or any trade marks, trade names or logos of dunnhumby or any dunnhumby Group Members in any advertising, marketing or promotional materials without the prior written approval of dunnhumby.

15. Notices

• 15.1 Unless another way of giving notice is expressly set out in these terms and conditions, all notices given in respect of this Agreement must be sent by email to:
  
  • (a) for dunnhumby, legal@dunnhumby.com with a copy to keyperformancereport@dunnhumby.com; and
  • (b) for the Client, the email address which has been provided by the Client to dunnhumby as part of its registration for dh KPR, as updated from time to time. The Client consents to receive notifications from dunnhumby electronically and agrees that all notices, disclosures, and other communications that dunnhumby provides to the Client electronically satisfy any legal requirement that such communications be in writing. The Client agrees that it has the ability to store such electronic communications such that they remain accessible to it and printable in an unchanged form. The Client agrees to keep its email address information current.
• Notices sent by email are deemed served when transmitted.

16. Governing Law and Disputes

This Agreement and all contractual and non-contractual disputes and claims relating to this Agreement, its formation or interpretation shall be governed by and subject to determination in accordance with the Applicable Governing Law and Jurisdiction.

17. Changes and Variations

• 17.1 Except as expressly stated in these terms and conditions, a variation to this Agreement must be in writing and signed by authorised representatives of both parties.
• 17.2 Notwithstanding this, dunnhumby shall be entitled to (and for which, the consent of the Client is not required):
  
  • (a) change or update dh KPR, including its functionality and operation and the limitations and restrictions applicable to dh KPR, at any time without notice;
  • (b) increase the Charges on notice to the Client, and any such increase will apply to and from the next Subscription Period. Notification may include posting updates, notices or revised charges on the dh KPR website or providing a prompt or notification on dh KPR; and
  • (c) vary any provision of this Agreement at any time on notice to the Client, and any such variation will be effective from when it is notified to the Client. Notification may include posting updates, notices or updated versions on the dh KPR website or providing a prompt or notification on dh KPR.

18. General

• 18.1 dunnhumby and the Client are independent contractors. Nothing in this Agreement is intended to create a principal-agent relationship, a partnership or joint venture. Neither party is authorised to enter into any contract or other binding obligation or make any representations on behalf of the other party.
• 18.2 The Client shall, at the request of dunnhumby, carry out all further acts and things and execute and deliver all further documents necessary to give full effect to this Agreement or which dunnhumby considers to be necessary for compliance with applicable laws and regulatory requirements, at the Client's cost and expense.
• 18.3 This Agreement is the entire agreement between dunnhumby and the Client relating to dh KPR and supersedes all prior agreements between the parties in relation to dh KPR. No other terms and conditions put forward by one party shall apply unless the parties expressly indicate their agreement in writing signed by an authorised representative of that party.
• 18.4 In entering into this Agreement, the parties agree that they do not rely on and shall have no remedy in respect of any statement, representation, warranty or understanding other than those expressly set out in this Agreement. The parties agree that they shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement expressly set out in this Agreement and that nothing in this Agreement is intended to exclude or limit a party's liability for fraudulent misrepresentation.
• 18.5 A waiver must be in writing and signed by dunnhumby and the Client to be effective. The parties will not be treated as having waived any right or remedy under this Agreement or under the law by not exercising or by delaying exercising that right or remedy. If dunnhumby or the Client only partly exercises a right or remedy, this shall not prevent or restrict that party from further exercising that right or remedy.
• 18.6 The Client may not assign, subcontract, place into trust or otherwise transfer all or any of its rights or obligations under this Agreement without dunnumby's prior written consent.
• 18.7 dunnhumby may freely assign, subcontract, place into trust, delegate or otherwise transfer all or any of its rights or obligations under this Agreement including to one or more of its global affiliates and/or its/their approved subcontractors, without the Client’s consent. Where dunnhumby transfers all of its rights and obligations under this Agreement the transferee of such transfer will be substituted for and replace dunnhumby under this Agreement for all purposes, with retroactive effect from the effective date of the Agreement.
• 18.8 This Agreement is for the benefit of, and enforceable by, dunnhumby and all dunnhumby Group Members. Except as otherwise expressly stated in these terms and conditions, no provision of this Agreement is intended to confer any benefit on or be enforceable by any third party. The parties may by agreement rescind this Agreement or vary this Agreement in accordance with these terms and conditions without the consent of the other dunnhumby Group Members or any other third party.
• 18.9 All rights and remedies under this Agreement are cumulative unless expressly stated otherwise.
• 18.10 If any provision or part of a provision of this Agreement is unenforceable for any reason, the other provisions shall survive. Where just part of a provision is unenforceable but would be enforceable if modified, the remainder shall survive with the minimum modification necessary to give effect to the commercial intention of the parties.

19. Interpretation

• 19.1 In this Agreement, the phrase:
  
  • Acceptable Use Policy means dunnhumby’s acceptable use policy, as updated from time to time;
  • Agreement means the agreement between dunnhumby and the Client which is comprised of these terms and conditions and any additional terms and conditions which are incorporated by reference or which the Client accepts when registering for dh KPR, as varied in accordance with these terms and conditions from time to time;
  • Applicable Governing Law and Jurisdiction means the laws of England and Wales and the exclusive jurisdiction of the English courts;
  • Applicable Liability Cap means £100;
  • Authorised User means any individual member of Personnel employed or engaged by the Client who is authorised by the Client to access and use dh KPR using a unique log-in ID and password;
  • Billing Period means successive 3 (three) month or 12 (twelve) month periods (as determined by the Client at the time they purchase a dh KPR subscription) starting from the date on which the Client completes its purchase of a dh KPR subscription.
  • Charges means the charges applicable to the Client's subscription for dh KPR on the date of purchase as set out on the dh KPR website, as varied in accordance with these terms and conditions from time to time;
  • Client means the organisation specified during the dh KPR registration process, or the organisation or company by which the individual registering for dh KPR is employed or engaged and on behalf of which that individual is registering;
  • dunnhumby means dunnhumby Limited, registered in England and Wales under registration number 02388853 and whose registered office is at 184 Shepherds Bush Road, London W6 7NL, England;
  • Force Majeure Event means, except for Client’s inability to pay the Charges, any event beyond the reasonable control of the affected party other than changes in applicable law or regulatory requirements, failures in information technology systems (other than to the extent caused by a distributed denial of service or other attack or change made by a third party provider of dunnhumby's cloud information technology environment) and employment disputes;
  • Group means dunnhumby Limited and any legal person that is a subsidiary of dunnhumby or dunnhumby Limited and includes any legal person over whom dunnhumby or dunnhumby Limited has control and also includes any legal person over whom dunnhumby or dunnhumby Limited has direct or indirect ownership of 50% or more of the voting share capital or the equivalent right under contract to control management decisions, and the term Group Member shall be construed accordingly;
  • Insolvency Event means any of the following circumstances affecting a party: a proposal is made for any composition, scheme or arrangement with its creditors (including making a general assignment for the benefit of such creditors); it is unable to pay its debts as they fall due, any step is taken to appoint a trustee, receiver, administrative receiver, administrator, liquidator or similar officer over all or any part of its business or assets; any security interest is enforced against it; any steps are taken for its liquidation or winding-up other than a solvent amalgamation or reconstruction; it petitions for relief under applicable bankruptcy laws or an involuntary petition is filed against it and is not dismissed within sixty (60) days; any relief under applicable bankruptcy law is granted with respect to it as a debtor; it ceases or threatens to cease to carry on all or any material part of its business; a meeting of its creditors is held or convened for the purpose of considering any of the above events; any event similar to those set out above occurs under the laws of any relevant jurisdiction;
  • IPRs means all intellectual property rights arising anywhere in the world, whether registered or unregistered, and all rights associated with them such as the right to apply for their registration and bring proceedings for their infringement, including all copyrights; patents and rights in inventions; trademarks, rights in business and service names and marks, rights in goodwill, domain names and to sue for passing off; design rights; database rights;
  • dh KPR means dunnhumby Key Performance Report available here;
  • dh KPR End User Terms means the dunnhumby Key Performance Report end user terms, as updated from time to time;
  • Personnel means officers, employees, individual contractors and secondees;
  • Reports means any reports and analyses generated by dh KPR, including any insights and recommendations in those reports and analyses;
  • Restricted Purpose means related to any (i) illegal or unlawful activity, including for the purposes of fraud, bribery, corruption or terrorism; (ii) activities which are prohibited under export control law or regulation or embargos; (iii) activities connected with military activities or development of weapons; and (iv) any other activities limited, restricted or prohibited under the Acceptable Use Policy.
  • Subscription Period mean successive periods of 1 (one) year starting from the date on which the Client completes its purchase of a dh KPR subscription; and
  • TPN means Tesco product number, a unique numeric code assigned to each product sold by Tesco PLC.
  • Year means each period of 12 (twelve) months starting from the date on which the Client completes its registration for dh KPR, or an anniversary of that date, except that:
    
    • where the Client purchases a dh KPR subscription, each Year shall thereafter from run from the date on which the purchase is completed (with the prior Year reduced as applicable), or an anniversary of that date; and
    • where a subscription is cancelled, each Year shall thereafter from run from the date on which the subscription ends (with the prior Year reduced as applicable), or an anniversary of that date.
• 19.2 References to clauses refer to clauses of these terms and conditions.
• 19.3 References to any law in this Agreement are to that law as amended or replaced from time to time, and include all relevant subordinate or secondary laws made under that law.
• 19.4 The word “including” or “includes” and any similar words or expressions are by way of illustration and emphasis only and do not operate to limit the generality or extent of any other words or expressions.
• 19.5 The singular includes the plural and vice versa, unless the context otherwise requires or the contrary intention appears.