1. Definitions and interpretation
1.1 In these Conditions unless the context requires otherwise the following words have the following meanings:
all laws, regulations and industry standards or guidance (including any applicable British Standard) and any applicable and binding judgment of a relevant court of law which is applicable to the Participant's business;
Morrisons' 'The Nation's Local Foodmakers' campaign where Morrisons will be hosting the Events to find local foodmakers who have the potential to supply their Goods to Morrisons;
the website at https://your.morrisons.com/local/
the terms and conditions set out in this document;
any and all know-how, documentation and information, whether commercial, financial, technical, operational or otherwise relating to the business, affairs, customers, suppliers or methods of one party and disclosed to or otherwise obtained by the other party in connection with the Campaign;
the time and date when Entry Forms must have been submitted on the Campaign Website in order for a Participant's entry to be considered by Morrisons;
the form available on the Campaign Website;
the Campaign events held at Venues at which selected Participants will be invited to showcase their Goods in accordance with the relevant Event Terms;
those terms and conditions governing participation in an Event;
Good Industry Practice:
the use of standards, practices, methods and procedures conforming to Applicable Laws and the exercise of that degree of skill, care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in the provision of goods similar to the Goods to an entity of a similar size and nature as Morrisons under the same or similar circumstances;
the goods or any part of them that a Participant intends to showcase at an Event;
any and all insurance cover being either required by Applicable Laws and/or being adequate to cover all risks and Losses for which the Participant may have liability under the Campaign;
Intellectual Property Rights:
patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
any and all actions, awards, costs, claims, damages, losses (including any direct or indirect consequential losses), demands, expenses, fines, loss of profits, loss of reputation, judgments, penalties and proceedings (including any and all liabilities arising from employment or engagement (or the termination thereof) of the Participant Personnel) and any other losses and/or liabilities;
WM Morrison Supermarkets PLC (company number 0358949) whose registered office is at Hilmore House, Gain Lane, Bradford BD3 7DL;
any person (individual or company but in all cases acting in their capacity as a business owner engaged in food growing and/or food making) who by completing and submitting an Entry Form on the Campaign Website indicates their acceptance to these Conditions and their wish to be selected by Morrisons to participate in an Event;
any and all personnel engaged in the Participant's business and/or its submission of an Entry Form;
the policies, procedures and guidelines issued by Morrisons from time to time;
'Safe and Local Supplier Approval', a food safety approval scheme whose standards are compiled by experts in the food industry to reflect legal and Good Industry Practice standards, certification is granted to food suppliers who have demonstrated that they are able to produce food to SALSA's required standards; and
the venue(s) across the United Kingdom where Morrisons will host the Events.
1.2 In these Conditions unless the context indicates otherwise:
1.2.1 any obligation on a party not to do and/or omit to do something includes an obligation not to allow that thing to be done and/or omitted to be done;
1.2.2 unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies;
1.2.3 any phrase introduced by the words including
, in particular
or for example
or similar shall be construed as illustrative and shall not limit the generality of the related general words;
1.2.4 reference to any statute or statutory provision includes a reference to the same as from time to time amended, extended, re-enacted or consolidated and all subordinate legislation made pursuant to it; and
1.2.5 business days
shall be all days other than Saturdays, Sundays and public holidays in the part of the United Kingdom in which the Goods are delivered or the Services are performed.
3 CAMPAIGN ENTRY
3.1 To be considered by Morrisons for selection to showcase its Goods at Events, Participants must submit an entry online by completing and submitting an Entry Form on the Campaign Website.
3.2 Participants may only submit one Entry Form in respect of the Campaign and must select the Event in the region that is most local to its business operations in respect of its food growing and/or food making.
3.3 All Entry Forms must be submitted on the Campaign Website by pressing the 'Submit' button by no later than the Closing Date in respect of each Event.
3.4 All Entry Forms received after the Closing Date will be automatically disqualified.
3.5 Morrisons will not accept:
3.5.1 responsibility for any entries that are lost, mislaid, damaged or delayed in transit, regardless of cause, including, for example, as a result of any equipment failure, technical malfunction, systems, satellite, network, server, computer hardware or software failure of any kind; or
3.5.2 proof of transmission as proof of receipt of entry to the Campaign.
3.6 By submitting an Entry Form on the Campaign Website, each Participant:
3.6.1 acknowledges and agrees that they have authority to submit the Entry Form on behalf of the Participant's business;
3.6.2 acknowledges and agrees to be bound by these Conditions, to the Policies and to any reasonable requests made by Morrisons in respect of their application for the Campaign;
3.6.3 acknowledges and agrees that they have completed the Entry Form to the best of their knowledge and that no part of the Entry Form has been completed fraudulently or in any way which the facts could be misinterpreted or misconstrued by Morrisons or any other party;
3.6.4 warrants that the Goods are of the standard and provenance detailed in the Entry Form, have been manufactured by it to Good Industry Practice standards and that it has no settled or ongoing disputes or threatened disputes relating to the safety, intellectual property, provenance or any other aspect of the Goods;
3.6.5 warrants that the Goods (if chosen by Morrisons) would be designed, manufactured, packaged, stored and delivered in accordance with all Applicable Laws, Good Industry Practice and the Policies at all times.
3.6.6 confirms that they are eligible to be selected by Morrisons in accordance with the criteria in condition 4.
3.7 Participants (where they are individuals) must be residents of the UK aged 18 years or over and (in all circumstances) must not be an employee, agent, contractor or current supplier of Morrisons nor have any professional or personal connection to Morrisons and/or to the Campaign.
4 SELECTION OF PARTICIPANTS
4.1 Morrisons will not accept any Entry Forms that:
4.1.1 are in any way a duplication of an Entry Form which has already been submitted; or
4.1.2 are in any way incomplete, illegible or in any other way unreadable.
4.2 Entry Forms will be considered by Morrisons at its absolute discretion, taking into account the criteria in this condition 4, in order to decide which Participants it will invite to participate in each Event.
4.3 For the avoidance of doubt, Morrisons is under no obligation to invite any number of Participants an Event nor is it under any obligation to any party to host any Event. Subject to condition 7, Morrisons excludes all liability in respect of any Losses resulting directly or indirectly from the Participant's anticipation of its involvement in the Campaign at any stage and/or in any cancellation or postponement of any part of the Campaign.
4.4 Morrisons reserves the right, at any time, to request evidence of:
4.4.1 any accreditation, certification or other documents required by Morrisons and/or referred to by the Participant either in its Entry Form or at any stage of the Campaign;
4.4.2 the Participant's cover of Insurances in accordance with condition 7;
4.4.3 the Participant's compliance with all Applicable Laws;
4.4.4 the provenance of the Goods including any ingredients within them; and
4.4.5 anything else reasonably required by Morrisons from time to time;
Morrisons reserves all rights to disqualify the Participant from the Campaign immediately and without consequence if such evidence is not provided within a reasonable time and/or the contents of such evidence are not satisfactory to Morrisons.
4.5 Morrisons reserves all rights to disqualify any Participant at any time at its absolute discretion and without consequence if:
4.5.1 its conduct is in any way contrary to the spirit of the Campaign or to Morrisons' brand and values; or
4.5.2 its Goods are found in any way to not comply with Applicable Laws; or
4.5.3 any of the Participant's accreditation, including SALSA, is for any reason revoked or conditions put upon the Participant retaining such accreditations; or
4.5.4 if the Participant or any Participant's Personnel are found to be in breach of any part of these Conditions.
4.6 In making its decision Morrisons may have regard to any of the following factors and any others at its absolute discretion:
4.6.1 size and scope of the Participant's business;
4.6.2 locality of the Participant's business;
4.6.3 provenance of the Goods including all ingredients;
4.6.4 type/category of Goods;
4.6.5 methods of manufacture of the Goods; and
4.6.6 accreditations and standards achieved by the Participant.
4.7 The decision of Morrisons is final and no correspondence or discussion in relation to its decision shall be entered into with any Participant save for any feedback that Morrisons offers, at its absolute discretion, to any Participant.
4.8 Morrisons will make all reasonable efforts to contact all Participants in respect of the outcome of their entry. If successful Participants cannot be contacted within a reasonable time or have not agreed (and accepted the corresponding terms and conditions) to participate in an Event within five business days of being contacted by Morrisons, Morrisons reserves the right to offer the Participant's place at an Event to another Participant (chosen by Morrisons at its absolute discretion).
4.9 Unsuccessful Participants will be notified by Morrisons, using the contact details provided on the Entry Form, within 5 business days of the respective Closing Date of the Event applied for.
4.10 Participants who are selected by Morrisons to showcase their Goods at an Event will be notified by Morrisons, using the contact details provided on the Entry Form, within 5 business days of the respective Closing Date of the Event applied for, at which point further details of the Event and of the Campaign will be shared with the successful Participant.
4.11 Morrisons offers no guarantee that a successful Participant will be invited to its chosen Event and may offer an invitation for another Event without alternative.
4.12 Morrisons reserves the right to cancel, postpone or rearrange any Event or to change the time and/or location of an Event at its absolute discretion without consequence to any Participant.
4.13 Participants must accept the Event Terms in order to showcase their Goods at an Event. Morrisons does not accept any responsibility if any Participant cannot, for any reason, accept its invitation to showcase its Goods at an Event and is under no obligation to offer any alternative to the Participant.
5 DATA PROTECTION AND PUBLICITY
5.1 The Participant shall at all times comply with its obligations under Applicable Laws relating to data protection and privacy (if any) concerning its entry to the Campaign.
5.3 The Participant warrants that, wherever relevant, it has in place all necessary authority and/or appropriate consents in respect of Morrisons' use of Participant Personnel personal data in respect of these Conditions.
5.4 Morrisons shall retain all Entry Forms for a minimum period of 24 months following their submission by each Participant. Such forms shall be stored on a secure system with access limited to key Morrisons personnel engaged with the Campaign and may be used by Morrisons to administer the Campaign in accordance with these Conditions.
5.6 Participants who are successfully selected to showcase their Goods at an Event agree that Morrisons may use names and/or images of its Participant Personnel and details of the locality of the Participant for any promotional purposes in respect of the Campaign.
6.1 Neither party (each a Recipient) shall directly and/or indirectly use and/or disclose the other party's (each a Disclosing Party) Confidential Information except in the proper performance of these Conditions.
6.2 The obligations of confidentiality and non-use set out in condition 6.1 shall continue indefinitely except they shall not apply to information:
6.2.1 which the Recipient proves was already in its possession and at its free disposal prior to disclosure by the Disclosing Party;
6.2.2 which the Recipient proves was developed by it without reference to any of the Disclosing Party's Confidential Information;
6.2.3 which is disclosed to the Recipient without any obligations of confidentiality by a third party who is not in breach of any duty of confidentiality in doing so;
6.2.4 which is or becomes generally available to the public through no default and/or omission on the Recipient's part; or
6.2.5 to the extent it is required to be disclosed by law and/or the rules of any recognised stock exchange and/or regulatory authority on condition that the Recipient gives the Disclosing Party as much advance notice of such disclosure as possible.
6.3 At the Disclosing Party's reasonable request, made at any time, the Recipient will deliver up, or at the Disclosing Party's option destroy, any and all materials containing the Disclosing Party's Confidential Information in whatever medium which is in the Recipient's possession or control except that the Recipient may retain one complete copy solely for archive purposes only.
6.4 No announcement or information concerning the Campaign, its invitation to an Event or its relationship with Morrisons shall be made or released or authorised to be made or released by the Participant (including in any advertising materials, promotions, press releases, speeches or articles) without the prior written consent of Morrisons save to the extent any such disclosure is required by Applicable Laws and/or the rules of any recognised stock exchange and/or a regulatory authority or where such information has already been publicly released by Morrisons.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 Other than as expressly stated in these Conditions, nothing shall affect, or grant any right to, any pre-existing Intellectual Property Rights owned by and/or licensed to either party before the deemed start of these Conditions and the Participant acknowledges that all documents, data or information provided by Morrisons to it shall at all times remain the property of Morrisons.
7.2 Subject to condition 7.1 and unless otherwise agreed in writing between the parties, all Intellectual Property Rights relating to the Campaign shall vest in Morrisons and all such rights (both existing and future) are assigned by the Participant to Morrisons with full title guarantee.
7.3 The Participant agrees to grant Morrisons a royalty-free, perpetual, irrevocable, non-exclusive licence, for the full period of any Intellectual Property Rights in its Entry Form and any accompanying materials, to use, display, publish, transmit, copy, edit, alter, store, re-format and sub-licence for such purposes as Morrisons may decide at its absolute discretion.
7.4 The Participant shall procure that any Intellectual Property Rights arising directly from its involvement in the Campaign are owned by Morrisons absolutely (including rights arising from work by any Participant Personnel).
7.5 Each party grants a royalty-free, perpetual, irrevocable, non-exclusive licence (with the right to grant sub-licences to a third party) to the other party to use its relevant Intellectual Property Rights solely for the purpose of the other party exercising its rights and/or performing its obligations under these Conditions.
8 COMPLIANCE WITH APPLICABLE LAWS AND POLICIES
8.1 The Participant confirms that it has in place and will maintain its own policies and procedures to ensure its compliance with all Applicable Laws and Good Industry Practice.
9.1 The Participant confirms that it has in place and will maintain (at its own cost and with insurance companies of reasonable repute) the Insurances at all material times and for such further period as is necessary to ensure that insurance is provided for all the Participants liabilities arising under and/or as a result of its involvement in the Campaign usually covered under the Insurances, irrespective of when any claim is made.
10 MORRISONS’ REMEDIES
10.1 The Participant shall keep Morrisons reimbursed in full against any and all Losses (on a full indemnity basis) arising from or in connection with:
10.1.1 breach by the Participant of any statutory duties;
10.1.2 any claim or allegation by a third party of any infringement of their rights including Intellectual Property Rights; or
10.1.3 breach by the Participant of any of its duties and obligations under these Conditions.
10.2 Morrisons reserves all rights at any time:
10.2.1 to disqualify the Participant from its involvement in the Campaign with immediate effect; and
10.2.2 to claim such damages as it may have sustained in connection with the Participant's breach of these Conditions.
11.1 Nothing in these Conditions shall limit or exclude either party's liability:
11.1.1 for death or personal injury resulting from negligence;
11.1.2 for fraud or fraudulent misrepresentation; or
11.1.3 for any other liability the exclusion or limitation of which is not permitted by English law.
11.2 Subject to conditions 10, 11.1 and 11.3, neither party shall be liable to the other for any indirect, consequential or special Losses, even if such Losses were foreseeable and notwithstanding that a party has been advised of the possibility that such Losses were in the contemplation of the other party or a third party.
12.1 These Conditions are personal to the parties and save as provided in these Conditions neither party shall assign or transfer its benefits or obligations under these Conditions without the written consent of the other. Such consent shall not be unreasonably withheld or delayed.
12.2 Any notice under these Conditions shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at the address as that party may from time to time notify in writing and shall be deemed to have been served if sent by recorded delivery post 48 hours after posting.
12.3 No purported variation of these Conditions shall take effect unless made in writing and signed by an authorised representative of each party.
12.4 Nothing in these Conditions is intended to or shall operate to create a partnership, agency or joint venture of any kind between the parties or to authorise either party to act as agent for the other party. Neither party shall have authority to act in the name or on behalf of or otherwise to bind the other party in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
12.5 The invalidity, illegality or unenforceability of any of the provisions of these Conditions shall not affect the validity, legality or enforceability of the remaining provisions of these Conditions.
12.6 No delay or omission of either party in exercising any right shall operate to impair or be construed as a waiver of such right. No single or partial exercise or non-exercise of any right shall in any circumstances preclude any other or further exercise of such right or the exercise of any other right.
12.7 Any waiver of a breach or default of these Conditions shall not constitute a waiver of any subsequent breach or default.
12.8 All third party rights are excluded and no third party shall have the right to enforce these Conditions. This shall not apply to any person to whom Morrisons consents to being able to enforce these Conditions in addition to Morrisons. The rights of any third party to enforce these Conditions may be varied and/or extinguished by agreement between the parties without the consent of any such third party.
13 GOVERNING LAW AND JURISDICTION
13.1 These Conditions shall be governed by English law, and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales.