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PricePoint SUBSCRIPTION AGREEMENT
1. Pricesearcher Limited (a company registered in England and Wales under company number 10248679) whose registered office is at Stapleton House, Block A, 2nd Floor, 110 Clifton Street, London, United Kingdom, EC2A 4HT (‘Pricesearcher’, ‘we’ or ‘us’).
2. (“You” or “Customer”) whose has signed up to a PricePoint Subscription.
Pricesearcher is an unbiased consumer-facing product search engine. Pricesearcher has a dataset which includes historic price information for over half a billion products.
PricePoint is a service offered by Pricesearcher which allows merchants and their advisers to access weekly or daily (every weekday) reports setting out up to date information relating to product pricing, price comparisons against competitors, price trends etc.
By subscribing to PricePoint you will receive PricePoint Reports relating to your specified Linked Products (defined below) as set out below.
Frequency: Weekly/ Daily Reports as requested
Weekly reports will be delivered once a week
Daily reports will be delivered every working day (excluding weekends and bank holidays).
Annual/ Monthly Billing as requested.
Information about our current subscription fees is set out in the attached Annex.
If you opt for annual payment we will guarantee the subscription price pending for your initial annual subscription. If you opt for monthly payment we may increase our charges by giving not less than one months prior notice.
We will only accept direct bank transfer payment for an annual subscription and for monthly subscribers payment will be processed by direct debit or other automated process.
Subscription Package: Team / Premier / Pro as requested
Each report will provide information relating to those products which you choose to link to PricePoint and which we are able to link. We will use your product feed to identify those products which we can link to PricePoint.
Subscription fees are based on the number of linked products included. If the number of linked products falls into a new package tier your billing will be reflected. If it increases into a new package tier then upgrade will require your consent.
We cannot guarantee to link every product in your product feed.
Please note that by submitting your product feed to us for the purposes of your PricePoint Report, you agree that we will be entitled to publish the relevant price and product information in our consumer search engine.
Term and Termination
Your subscription will start on the date you receive your first PricePoint Report after having signed this agreement.
Termination rights are set out in our terms and conditions (see below). Customers can terminate with 3 days notice prior to the monthly / annual invoice being issued.
In these terms the following words and phrases have the following meanings:
"Agreement"means these terms and the Order Form.
"Confidential Information"means all information in whatever form that is disclosed by one Party to the other Party, whether or not marked as confidential including the Pricesearcher Data.
"Intellectual Property Rights"means all intellectual property rights and includes without limitation copyrights, patents, trademarks, service marks, database rights and rights to extract data, registered and unregistered designs, rights in circuit layouts and semi-conductor topography rights, trade secrets, rights of confidence, applications for any of the foregoing and all other similar rights recognised in any part of the world.
"Linked Products" means each unique product linked to PricePoint and for which information is included in a Report.
"Order Form" means the order form to which these terms are attached.
"Pricesearcher Data" means any data delivered or provided by us to you as set out in each Report.
"Products" means those consumer and other products for which data is held by Pricesearcher.
"Report" means a PricePoint report delivered to you at the nominated email address.
"Services" means any PricePoint services provided by us to you.
2.1. Pricesearcher will, during term of this Agreement subject to payment of the applicable fees and compliance with the terms of this Agreement deliver PricePoint Reports to you in accordance with the agreed frequency.
2.2. You agree to supply us with all necessary information and materials which we reasonably require for us to be able to perform the Services and deliver Reports to you. If you fail to provide us with such information and materials we will not be liable to you for any failure or delay in the provision of the Services which arises
2.3. Please note that Reports are strictly for internal use only, you are not permitted to publish or publicise any Report or disclose any Report outside of your organisation.
3.1. We will deliver Reports to you in accordance with the agreed frequency as set out in the Order Form.
3.2. You may upgrade from weekly frequency to daily frequency at any time by giving not less than one weeks’ notice. If you upgrade the applicable pricing and frequency will be adjusted at the end of your then-current billing month if you are paying monthly. If you are paying annually we will require payment of the additional pro-rated fee for the remainder of your billing period.
4. PRICING AND PAYMENT
4.1. You agree to pay our fees and charges for the provision of PricePoint Reports in accordance with the agreed charges as set out in the Order Form and the Annex (which may be varied from time to time).
4.2. Payment will be monthly or annually in advance on 7 day payment terms. We will not reimburse any fees paid in advance. We will only accept direct bank transfer payment for an annual subscription and for monthly subscribers payment will be processed by direct debit, credit card or other automated process.
4.3. Pricing is based on the number of Linked Products and the Report frequency. Save in the case of manifest error Pricesearcher’s determination as to the number of Linked Products will be final and binding.
4.4. All prices and charges quoted are exclusive of VAT.
4.5. Pricesearcher will be entitled to suspend the delivery of Reports to you if any payment is missed or is overdue for more than 14 days.
4.6. Pricesearcher reserves the right to charge interest in respect of the late payment of any sum due under this agreement (after as well as before judgment) at the rate of 4 per cent per annum above the base rate from time to time of the Bank of England from the due date therefore until payment.
Monthly Payment Option
4.7. If you opt for monthly payment your subscription will be a rolling monthly subscription. Either party may terminate a monthly subscription at the end of any calendar month by giving not less than three days prior notice prior to the end of a calendar month. Pricesearcher may vary its pricing at any time by giving you not less than one months’ prior written notice.
Annual Payment Option
4.8. If you have opted to pay annually your subscription will be an initial annual subscription (“Initial Annual Subscription”) starting on the Start Date and ending on the first anniversary of the Start Date. Your subscription will automatically renew for each successive period of 12 months (“Annual Renewal Period”) unless either party terminates your subscription at the end of an Annual Renewal Period by giving not less than 3 days’ prior notice, such notice to expire before the end of the Annual Renewal Period.
4.9. Pricesearcher may vary its pricing at the end of your Initial Annual Subscription or at the end of any Annual Renewal Period by giving you not less than one months’ prior written notice, such notice expiring on or prior to the renewal date.
5.1. Pricesearcher warrants that it is entitled to collect the Pricesearcher Data and to deliver the Pricesearcher Data to you in each Report.
5.2. Reasonable efforts will be made to ensure that Reports are accurate and up-to-date but we cannot guarantee that the Report will be error-free. Information contained in Reports is based on available information which may be out of date or incorrect.
5.3. In particular no warranty is given by Pricesearcher:
5.3.1. that the Pricesearcher Data or Reports will be suitable for your requirements;
5.3.2. as to the accuracy or completeness of any Pricesearcher Data or Report (which relies on data supplied by retailers).
6. PURPOSE OF REPORTS
6.1. The Reports we provide to you are intended for general information only. Our Reports are not intended to form the sole basis of any given technical, business, commercial or pricing decision (together referred to as a “Business Decision”). You may not rely on the report in making any specific Business Decision
6.2. Any Business Decisions made by you once you have received, read or reviewed our Reports are commercial decisions for you and we will not make, or be deemed to make, any technical, business, commercial or investment decisions on your behalf.
6.3. You are strongly advised to take into account, when making any Business Decision, any information and advice other than our Report which you are, or should be aware.
6.4. The information, data, conclusions, opinions and judgements set out in the Reports may relate to certain contexts and may not be suitable in other contexts. It is your responsibility to ensure that you do not use the information we provide in the wrong context.
7.1. We will not in any circumstances have any liability for any losses or damages which may be suffered by the Customer, whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
7.1.1. special damage even if Pricesearcher was aware of the circumstances in which such special damage could arise;
7.1.2. loss of profits;
7.1.3. loss of anticipated savings;
7.1.4. loss of business opportunity;
7.1.5. loss of goodwill;
7.1.6. loss or corruption of data.
7.2. Our total liability, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum which is the higher of i) £5,000; or ii) an amount equal to the aggregate fees and charges paid by you to us in the 12 months leading up to the date of the relevant breach.
7.3. You agree that, in entering into this Agreement, it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement.
8.1. You will be entitled to terminate this Agreement by giving not less than three days written notice to us. In the event of termination by you we will not reimburse any fees or charges paid in advance.
8.2. We will be entitled to terminate this Agreement at the end of your monthly or annual subscription period without liability, and we will be entitled to terminate this Agreement immediately without cause if we agree to reimburse any fees paid by you in advance.
8.3. In addition to, but without prejudice to the other rights and remedies of each under this Agreement, in the event that:
8.3.1. Either party fails to perform or comply with any of its material obligations under this Agreement and such failure is not remedied to the reasonable satisfaction of the other party within 28 days of written notification; or
8.3.2. Either party commits a material or persistent breach of the terms of this Agreement; or
8.3.3. Either party enters into insolvency;
Then the other party may terminate this Agreement immediately by written notice to the party who is subject to 8.3.1 to 8.3.3 without liability.
8.4. For the purposes of clause 8.3, a party shall be regarded as entering into insolvency if:
8.4.1. it suspends or ceases or threatens to suspend or cease all or a substantial part of its operations; or
8.4.2. a meeting is convened, an order made or a resolution passed for its winding-up (except for the purposes of a reconstruction or amalgamation whilst solvent); or
8.4.3. a petition is presented for its winding up and not stayed, dismissed or withdrawn within 10 days (unless it is demonstrated to the other party’s satisfaction that the petition is frivolous or vexatious and it is dismissed before the petition is advertised and in any event within 14 days of presentation); or
8.4.4. a petition is presented for the appointment of an administrator in relation to it and is not dismissed within two days or in the case of a petition presented by a creditor, within two days of actual service by that creditor on it; or
8.4.5. a distress, execution or other legal process is levied against any of its assets and is not discharged or paid out in full within three days; or
8.4.6. an encumbrancer takes possession of or a receiver or an administrator or similar official is appointed in respect of the whole or any part of its assets or undertaking; or
8.4.7. it ceases or suspends generally the payment of its debts or is unable to pay its debts or is deemed unable to pay its debts within the meaning of s123 Insolvency Act 1986; or
8.4.8. or if any event occurs which, under the applicable law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events mentioned above.
8.5. Termination of this Agreement will not affect a Party’s accrued rights and obligations at the date of termination.
9. INTELLECTUAL PROPERTY
9.1. All intellectual property rights of any nature (including copyright) which are capable of existing in our Reports and in any other materials, documents, software code, deisgns, content or other materials created or provided by Pricesearcher or its employees, contractors or associates (“Pricesearcher Materials”) shall be and remain the property of Pricesearcher.
9.2. Pricesearcher Materials (including Reports) shall be licensed to you for your internal use only and no Pricesearcher Materials may be used for any external or internal promotion, advertising or marketing purposes without our prior consent written consent.
9.3. You also agree that you will not re-sell, publish, distribute, sub-license or otherwise deal with any Pricesearcher Materials without the express prior written consent of Pricesearcher.
9.4. All intellectual property rights of any nature (including copyright) which are capable of existing in any reports, materials, documents, software code, designs, content or other materials created or provided by you or your employees, contractors or associates (“Customer Materials”) shall be and remain your property.
9.5. Customer Materials shall be licensed to Pricesearcher for use in connection with the Services and we agree that no Customer Materials may be re-sold published, distributed, sub-licensed or otherwise dealt with without your express prior written consent.
9.6. Our Reports may refer to and incorporate third party material. Where we use such material we will use our reasonable endeavours to ensure that we have a right to use such material. Our right to use such material may arise as a result of specific permissions, fair dealing or fair use exemptions or operation of law or the use may fall outside of the scope of copyright, trademark or other protection.
9.7. You agree to notify us immediately in the event that any infringement or unlawful use of any third party material is alleged by any third party in connection with Reports or Pricesearcher Materials. If we are notified accordingly or if we notify you that such an allegation has been made then you agree that pending resolution of the matter in dispute you will make no further use of the relevant Reports.
10.1. Each party undertakes that it shall not at any time disclose to any person any Confidential Information disclosed to it by the other party except as permitted by clause 10.4.
10.2. You agree that you will not under any circumstances without the prior written consent of Pricesearcher directly or indirectly disclose to any client, customer or third party that Pricesearcher is the source of the Report or Pricesearcher Data.
10.3. You agree that any Report received by you shall be treated as Confidential Information for the purposes of clause 10.1, and may only be disclosed for the purposes permitted under this Agreement.
10.4. Each party may disclose the other party’s Confidential Information:
10.4.1. to its employees, officers, agents, consultants or sub-contractors (“Representatives”) who need to know such information for the purposes of carrying out the party’s obligations under this agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this clause; and
10.4.2. as may be required by law, court order or any governmental or regulatory authority.
10.5. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from this agreement. In particular, no licence is granted directly or indirectly under any patent, invention, discovery, copyright or other Intellectual Property Right held, made, obtained or licensable by either party now or in the future.
11.1. If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
11.2. Nothing in this agreement is intended to exclude a party’s liability for fraud or fraudulent concealment.
11.3. Neither party shall be entitled to assign or transfer any rights under this Agreement without the prior written consent of the other party. This agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the non exclusive jurisdiction of the English courts.
11.4. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
PricePoint - Pricing schedule (Excluding VAT)
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£ (Excl VAT)
|# of Linked Products in client feed||Package||1 Report delivered every Week Day|
£ (Excl VAT)
£ (Excl VAT)