Welcome to the Morrisons Supplier Database Portal - Please Log In
Morrisons Supplier Database
Login
Password
Forgot Password?
Terms and Conditions
THE FOLLOWING TERMS AND CONDITIONS APPLY IN RELATION TO YOUR ACCESS TO THE MORRISONS SUPPLIER DATABASE. PLEASE REVIEW THESE TERMS AND CONDITIONS AND THEN TICK THE BOX TO INDICATE YOUR ACCEPTANCE. 1. Interpretation 1.1 The following definitions and rules of interpretation apply in these Terms and Conditions: Authorised User: any officer or employee of the Supplier. Business Day: Monday to Friday inclusive but excluding public holidays in England and Wales. Charges: the annual charges levied by Morrisons for access to the Database. Confidential Information: all information of whatever nature relating to any member of Morrisons' Group and its activities, business, affairs, developments, trade secrets, know-how, personnel and suppliers; any other information which may reasonably be regarded as confidential and which is made available by any member of Morrisons' Group whether in writing, electronic form, orally, pursuant to visits to the premises of any member of Morrisons' Group and in any other form or medium in which such information may be recorded or kept; but excluding information which is or becomes publicly available (other than as a direct or indirect result of any breach of these Terms and Conditions). Contract Year: 1 February to 31 January inclusive. Control: shall have the meaning set out in section 840 of the Income and Corporation Taxes Act 1988; Database: the Morrisons Supplier Database located at https://msd.morrisons.co.uk/SupplierExchangeWeb/login.jsp or such other URL as is notified by Morrisons to the Supplier from time to time. Downtime: shall have the meaning set out in condition 2.9. Intellectual Property Rights: all patents, trade marks, trade secrets, copyright, rights in designs (whether registered or unregistered), database rights, know-how, rights to sue for goodwill or passing off, rights in domain names, moral rights and all other intellectual or industrial property rights and similar rights of all types, present and future (whether or not capable of registration) throughout the world and including all applications for, and extensions and renewals of, such rights. Login: an ID and secure password to enable access to the Database. Morrisons: Wm Morrison Supermarkets plc. Morrisons' Group: Morrisons, any holding company of Morrisons and any subsidiary of Morrisons or of any such holding company, where holding company and subsidiary shall have the meanings set out in section 1159 of the Companies Act 2006. Store Level Data: Data which is specific to a particular Morrisons store. Supplier: a supplier of goods to Morrisons which has been granted access to the Database, subject to acceptance of and compliance with these Terms and Conditions. System Administrator: shall have the meaning set out in condition 2.1. 1.2 Condition headings do not affect the interpretation of these Terms and Conditions. 1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. 1.4 A party includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 1.5 'written' and 'in writing' shall include fax, email and other forms of electronic communication. 2. Access to the Database 2.1 The Supplier shall by emailing TRDMSD@morrisonsplc.co.uk provide Morrisons with the name and email address of each Authorised User which it wishes to have access to the Database, and shall nominate at least one such Authorised User as an administrator (System Administrator). 2.2 Subject to condition 2.4, Morrisons will allocate each Authorised User named by the Supplier with a Login by email to the email address provided in accordance with condition 2.1 and will provide each such Login with access to the Database. 2.3 Subject to condition 2.4, a System Administrator may issue new Logins to Authorised Users and delete or amend the Logins of Authorised Users at any time. Morrisons reserves the right to impose a maximum number of Logins per Supplier at any time. 2.4 No Login shall be issued to any person who is not an Authorised User or to any Authorised User whose email address does not match the domain name address of the Supplier. Morrisons shall conduct periodical audits in order to identify Logins issued in breach of this condition 2.4 and reserves the right to suspend access to, or delete, any such Login without notice to the Supplier. 2.5 If any individual Authorised User ceases to be an employee or officer of the Supplier the Supplier shall promptly delete the Login related to that individual and notify the Morrisons of that fact by emailing TRDMSD@morrisonsplc.co.uk. Any Login which is not used for a period of 28 days will automatically expire. 2.6 The Supplier agrees to observe and comply in all respects with Morrisons' website terms and conditions of use (see http://www.morrisons.co.uk/Terms-and-conditions) and privacy policy (see http://www.morrisons.co.uk/Privacy-Policy) in its access and use of the Database. In the event of any conflict between these Terms and Conditions and Morrisons' website terms and conditions of use or privacy policy, these Terms and Conditions shall prevail. 2.7 Nothing in these Terms and Conditions is intended to create a contractual relationship between the parties relating to the supply, production, procurement or price of any product whatsoever. The Database and the information on it will not constitute or form part of any order or contract. 2.8 Although Morrisons take steps to ensure the validity of all information contained within the Database Morrisons makes no warranty as to the accuracy or completeness of such information. Morrisons will have no liability or responsibility for any information accessed via the Database or any action or failure to act based upon such information. Morrisons shall have no obligation to notify the Supplier if the Data provided is subsequently amended or becomes inaccurate or incomplete, nor shall it have any obligation to update or amend such Data. 2.9 Morrisons shall use all reasonable endeavours to ensure that the Database will (subject to these Terms and Conditions) be available and accessible at all times. The Supplier accepts that there may be occasional delays, interruptions or failures in the Database owing to defects or to the need to carry out maintenance, repairs or modifications to the Database (Downtime). Morrisons will have no liability to the Supplier for any loss or damage resulting as a consequence of any Downtime and specifically excludes the same to the extent permitted by law. 2.10 The Supplier acknowledges that Morrisons shall be entitled to amend the format, presentation or content of the Data including but not limited to the look and feel of the Data without notice, provided that this does not result in material degradation of the Data. 3. Charges 3.1 The Charges for the Contract Year in which the Supplier first accesses the Database shall be as agreed by Morrisons and the Supplier. 3.2 The Charges for each subsequent Contract Year shall be as notified by Morrisons in writing to the Supplier by not later than 31 December in the preceding Contract Year. 3.3 All sums payable by either party under these Terms and Conditions shall be paid in Pounds Sterling and, subject to Morrisons' rights under condition 3.6, shall be payable within 30 days of the date of a relevant invoice. 3.4 All Charges and payments to be made by the Supplier under these Terms and Conditions are stated exclusive of value added tax, which shall be paid in addition by the Supplier at the rate and in the manner from time to time prescribed by law. 3.5 If any sum payable under these Terms and Conditions is not paid on the due date Morrisons reserves the right to charge interest from the date due for payment to the actual date of payment at the rate of 2% above the base rate of Barclays Bank Plc from time to time. 3.6 Morrisons shall be entitled to set-off any sums at any time due from the Supplier under these Terms and Conditions against any other sums owed by Morrisons to the Supplier under any other contract or agreement. 4. Supplier Warranties and Indemnity 4.1 The Supplier warrants, represents and undertakes that it shall: 4.1.1 adopt and maintain appropriate security measures to prevent access to the Database by any person other than an Authorised User; and 4.1.2 not under any circumstances at any time reveal, make available, sell or otherwise transmit or disclose any Store Level Data to any third party; and 4.1.3 not under any circumstances at any time reveal, make available, sell or otherwise transmit or disclose the Data or any data derived from the Data or any analyses, compilations, studies or other material which contain or otherwise reflect or are generated (wholly or partly) from the Data to: (a) any competitor of Morrisons from time to time; or (b) any competitor of the Supplier from time to time. 4.2 The Supplier shall immediately inform Morrisons of the full circumstances upon becoming aware of any breach of condition 4.1. 4.3 The Supplier shall indemnify Morrisons against any liability, loss (including loss of profit or production and any other direct or indirect consequential loss), damage, cost or expense (including legal and other professional fees and expenses) arising directly or indirectly from the any breach by the Supplier of condition 4.1. 4.4 Without prejudice to any other rights or remedies that Morrisons may have, the Supplier acknowledges and agrees that damages alone would not be an adequate remedy for any breach of condition 4.1, and that the remedies of injunction and specific performance as well as any other equitable relief for any threatened or actual breach of condition 4.1 would be more appropriate remedies, and that no proof of special damages shall be necessary for the enforcement of the provisions of this condition 4. 5. Liability 5.1 Morrisons shall not be liable to the Supplier for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill, capital or business opportunity, damage or corruption to other software or data, or for any indirect or consequential loss or damage (whether for breach of contract, negligence or any other tort, under statute or otherwise at all) under or in connection with these Terms and Conditions. 5.2 Morrisons' aggregate liability under or in connection with these Terms and Conditions shall be limited in any Contract Year to the total Charges paid by the Supplier in respect of that Contract Year. 5.3 Nothing in these Terms and Conditions shall operate to exclude or limit Morrisons' liability for fraud, death or personal injury caused by Morrisons' negligence, or any other liability which cannot be excluded or limited by law. 6. Intellectual Property Rights 6.1 The Supplier agrees that all Intellectual Property Rights in the Data shall remain the property of Morrisons and that any goodwill or other right, title or interest arising from its use accrues solely for Morrisons' benefit. The Supplier does not by virtue of this Agreement obtain any proprietary rights in the Data. The Supplier agrees to do, and shall use its best endeavours to procure that all relevant third parties do, all such acts and execute any documents as may be necessary to vest any Intellectual Property Rights in the Data in Morrisons. 6.2 All other Intellectual Property Rights created by Morrisons or any employee or agent of Morrisons shall remain the property of Morrisons. Nothing in these Terms and Conditions in any way grants the Supplier any rights to or in any Intellectual Property Rights owned by Morrisons. 7. Confidentiality The Supplier shall procure that no Confidential Information is used for any purposes other than those required or permitted by these Terms and Conditions or as required by law and that the Confidential Information shall remain confidential and shall not be disclosed to any person other than Authorised Users under confidentiality provisions equivalent to those set out in this condition 7. Any Confidential Information that has been disclosed by any member of Morrisons' Group pursuant to these Terms and Conditions shall be promptly returned at the request of Morrisons. 8. Suspension and Termination 8.1 Morrisons reserves the right at any time to suspend access to the Database without notice if it reasonably believes that the Supplier is in breach of any of these Terms and Conditions. 8.2 Morrisons may terminate the Supplier's access to the Database with immediate effect by giving notice in writing to the Supplier if the Supplier: 8.2.1 commits a material breach of these Terms and Conditions or a series of persistent non-material breaches of these Terms and Conditions; or 8.2.2 has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) , or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Supplier or notice of intention to appoint an administrator is given by the Supplier or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986) or a creditor, or a resolution is passed or a petition presented to any court for the winding-up of the Supplier or for the granting of an administration order in respect of the Supplier, or any other proceedings are commenced relating to the insolvency or possible insolvency of the Supplier or any analogous action or matter occurs in relation to the Supplier under the Law of any Relevant Jurisdiction; or 8.2.3 undergoes a change of Control; or 8.2.4 ceases or threatens to cease to carry on business. 8.3 Morrisons may terminate the Supplier's access to the Database at any time by giving not less than 14 days' notice in writing to the Supplier and, subject to condition 3.6, shall account to the Supplier on a prorata basis for any Charges received in advance which relate to the period after termination. 8.4 The Supplier may terminate its access to the Database at any time by giving not less than 28 days' notice in writing to Morrisons and, subject to condition 3.6, Morrisons shall account to the Supplier on a pro-rata basis for any Charges received in advance which relate to the period after termination. 9. General 9.1 The Supplier shall not be entitled to give, bargain, sell, assign, let or otherwise dispose of any or all of its rights and obligations under these Terms and Conditions without the prior written consent of Morrisons. 9.2 Morrisons may at any time freely assign its rights and obligations under these Terms and Conditions to any members of Morrisons' Group without the consent of the Supplier. 9.3 None of these Terms and Conditions is intended to confer a benefit on, or to be enforceable by, any party other than Morrisons and the Supplier, save that any member of Morrisons' Group may enforce and rely on these Terms and Conditions as if it were Morrisons. 9.4 If any of these Terms and Conditions are judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of them will not be prejudiced. 9.5 Notices sent under these Terms and Conditions shall be in writing. Correctly addressed notices sent by first-class mail shall be deemed to have been delivered 48 hours after posting and correctly directed fax transmissions and emails shall be deemed to have been received instantaneously on transmission provided that they are sent before 4.00pm on any Business Day, failing which they shall be deemed to have been received at 9.00am on the next following Business Day. 9.6 Save as expressly referred to herein these Terms and Conditions contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter. 10. Governing Law 10.1 These Terms and Conditions, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales. 10.2 The courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims). Morrisons Supplier Database and the data available on it are intended for use by authorised subscribers to the service only. If you wish to access the service and you are not yet an authorised subscriber, please contact the Supplier Information Manager via TRDMSD@morrisons.co.uk. Should you have any concern relating to the accuracy or completeness of the data on the Morrisons Supplier Database, please contact the Supplier Information Manager via TRDMSD@morrisons.co.uk.
I accept all terms and conditions
If you have any queries regarding access to MSD, please
contact us
