OUR TERMS OF SALE
1. THESE TERMS
1.1 These are the terms and conditions on which we supply products to you, whether these are goods or services (“Products”), via the “Jo” online application and the websites available via the domains joinjo.com and jo.joinjo.com (“our App”).
1.2 Please read these Terms carefully before you submit your order to us. These Terms tell you who we are, how we will provide products to you, how either of us may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms, please contact us to discuss.
1.3 We offer Products which enable local businesses to operate better in the connected world. By purchasing Products from us, you accept that you are doing so as a business (and not as a consumer). You are a consumer if:
(a) You are an individual; and
(b) You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
1.4 These Terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
1.6 In addition, if you purchase Products from our App, which are stated to be supplied by a third party (and not us), then that third party’s terms and conditions of supply shall apply to those sales instead of these Terms. A copy of any such third party’s terms and conditions shall be provided to you at the point of purchase.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Our App is provided by Colex Connect Ltd (“we”) and we trade as “SaveTheHighStreet.org”, “PocketHighStreet” and “Jo”. We are registered in England and Wales under company number 08384159 and have our registered office at C/O Bennett Brooks & Co Limited Suite 345, 50 Eastcastle Street, London, London, England, W1W 8EA.
2.2 We are a limited company and our VAT number is GB200386646.
2.3 To contact us, please email us at Jo@JoinJo.com .
2.4 If we have to contact you we will do so by telephone or by writing to you at the email address or postal address registered to your account.
2.5 When we use the words “writing” or “written” in these Terms, this includes emails.
3. OUR CONTRACT WITH YOU
3.1 The placement of an order by you constitutes an offer by you to purchase the Products in accordance with these Terms. Our acceptance of your order will take place when we email you to accept it, at which point a legally binding contract will come into existence between you and us.
3.2 If we are unable to accept your order, we will inform you of this in writing and we will not charge you for the Product. This might be because the Product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the Product or because we are unable to meet a delivery deadline you have specified.
3.3 We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
3.4 Our App is solely for the promotion of our Products in the UK. Unfortunately, we do not accept orders from addresses outside the UK.
3.5 These Terms apply to our contract with you in respect of your purchase, to the exclusion of any other terms that you make seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.6 Any quotation given by us shall not constitute an offer, and is only valid for a period of 10 Business Days from its date of issue.
3.7 These Terms shall apply to the supply of both goods and services except where application to one or the other is specified.
4. OUR PRODUCTS
4.1 Our Products are described on our App. The images of the Products on our App are for illustrative purposes only. Your Product may vary slightly from those images.
4.2 The packaging of the Product may vary from that shown in images on our App.
4.3 If we are making the Product to a specification you have given us, you are responsible for ensuring that these specifications are correct.
4.4 To the extent that the Products are to be supplied in accordance with any specification provided by you, you shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of the specification. This Clause 4.4 shall survive termination of these Terms.
5. MAKING CHANGES
5.1 If you wish to make a change to the Product you have ordered, please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
5.2 We may make the following minor changes to the Products:
(a) to reflect changes in relevant laws and regulatory requirements; and
(b) to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not materially affect your use of the Product.
5.3 If we need to make more significant changes to these Terms or the Product, we shall notify you and you may then contact us to end our contract with you before the changes take effect and receive a refund for any Products paid for but not received.
5.4 We may update or require you to update digital content, provided that the digital content shall always match the description of it that we provided to you before you bought it.
6. PROVIDING THE PRODUCTS
6.1 Subject to payment, we will provide the Products to you as follows:
(a) for goods: We will contact you with an estimated delivery date. We shall deliver the goods to the location set out in your order, or such other location as we may jointly agree in advance of delivery (the Delivery Location) (unless, we have agreed with you in advance that you may collect the goods from us, in which case clause 6.4 shall apply).
(b) for one-off services: We will begin the services on the date agreed with you during the order process. The estimated completion date for the services is as told to you during the order process.
(c) for a one-off purchase of digital content: We will make the digital content available for download by you as soon as we accept your order.
(d) for ongoing services or a subscription to receive goods or digital content: We will supply the services, goods or digital content to you until either the services are completed or the subscription expires (if applicable) or you end the contract as described in Clause 12 or we end the contract by written notice to you as described in Clause 12.
6.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
6.3 If our supply of the Products is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any Products you have paid for but not received.
6.4 If you have asked to collect the Products from our premises, you can collect them from us at any time during our business hours.
6.5 In respect of Products which are goods:
(a) you own the Product once we receive payment in full.
(b) the Products will be your responsibility from the time we deliver the Product to you at the Delivery Location or a carrier organised by you collects it from us in accordance with clause 6.4.
(c) if no one is available at your address to take delivery and the Products cannot be posted through your letterbox, we will leave you a note informing you of how to rearrange delivery or collect the Products from a local depot.
(d) if you do not collect the Products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and Clause 12.2 will apply.
6.6 In respect of Products which are services, if you do not allow us access to your property to perform the services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the contract and Clause 12.2 will apply.
6.7 If we fail to deliver the Products, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. We shall have no liability for any failure to deliver to the extent that such failure is caused by an event outside our control, provided we contact you as soon as possible to let you know and we take steps to minimise the effect of the delay.
6.8 We may need certain information from you so that we can supply the Products to you. If so, this will have been stated in the description of the Products on our App. We will contact you in writing to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and Clause 12.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
6.9 We may have to suspend the supply of a Product to:
(a) deal with technical problems or make minor technical changes;
(b) update the Product to reflect changes in relevant laws and regulatory requirements;
(c) make changes to the Product as requested by you or notified by us to you (see Clause 5).
6.10 We will contact you in advance to tell you we will be suspending supply of the Product, unless the problem is urgent or an emergency. If we have to suspend the Product for longer than a month in any 3 month period, we will adjust the price so that you do not pay for Products while they are suspended. You may contact us to end the contract for a Product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than a month and we will refund any sums you have paid in advance for the Product in respect of the period after you end the contract.
6.11 If you do not pay us for the Products when you are supposed to (see Clause 10.4), we may suspend supply of the Products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Products. We will not suspend the Products where you dispute the unpaid invoice (see Clause 10.8). We will not charge you for the Products during the period for which they are suspended. As well as suspending the Products we can also charge you interest on your overdue payments (see Clause 10.7).
7. QUALITY OF GOODS
7.1 We warrant that on delivery any Products which are goods shall:
(a) conform with their description and any relevant specification; and
(b) be free from material defects in design, material and workmanship.
7.2 Subject to Clause 7.3, if:
(a) you give us notice in writing within a reasonable time of discovery that goods do not comply with the warranty set out in Clause 7.1;
(b) we are given a reasonable opportunity of examining such goods; and
(c) you return such goods to us at our cost,
we shall, at our option, repair or replace the defective goods, or refund the price of the defective goods in full.
7.3 We will not be liable for a good’s failure to comply with the warranty in Clause 7.1 if:
(a) you make any further use of such good after giving a notice in accordance with Clause 7.2(a);
(b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the goods or (if there are none) good trade practice;
(c) the defect arises as a result of us following any drawing, design or specification supplied by you;
(d) you alter or repair the goods without our written consent; or
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
7.4 Except as provided in this Clause 7, we shall have no liability to you in respect of a good’s failure to comply with the warranty set out in Clause 7.1.
7.5 These Terms shall apply to any repaired or replacement Products supplied by us under Clause 7.2.
8. SUPPLY OF SERVICES
8.1 Any Products which are services shall be supplied by us to you in accordance with their description or specification in all material respects.
8.2 We shall use all reasonable endeavours to meet any performance dates for the services specified as part of your order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the services.
8.3 We reserve the right to amend the specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the services, and we shall notify you in any such event.
8.4 We warrant that the services will be provided using reasonable care and skill.
9. YOUR RESPONSIBILITIES
9.1 You shall:
(a) ensure that the terms of any order and any information you provide in any specification for Products are complete and accurate;
(b) comply with any additional obligations as set out in the specification for the Products;
(c) co-operate with us in all matters relating to any services purchased;
(d) provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as reasonably required by us to provide the purchased services;
(e) provide us with such information and materials as we may reasonably require in order to supply the purchased services, and ensure that such information is complete and accurate in all material respects;
(f) prepare your premises for the supply of the services;
(g) obtain and maintain all necessary licences, permission and consents which may be required for the purchased services before the date on which the services are to start;
(h) comply with all applicable laws, including health and safety laws; and
(i) keep all materials, equipment, documents and other property of ours at your premises in safe custody at your own risk, maintain them in good condition until returned to us, and not dispose of or use them other than in accordance with our written instructions or authorisation.
9.2 If our performance of any of our obligations under these Terms is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the services until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations in each case to the extent the Customer Default prevents or delays our performance of any of our obligations;
(b) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this Clause 9.2; and
(c) you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.
10. PRICE AND PAYMENT
10.1 The price of the Product (which includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the Product advised to you is correct. However please see Clause 10.3 for what happens if we discover an error in the price of the Product you order.
10.2 If the rate of VAT changes between your order date and the date we supply the Product, we will adjust the rate of VAT that you pay, unless you have already paid for the Product in full before the change in the rate of VAT takes effect.
10.3 It is always possible that, despite our best efforts, some of the Products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the Product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the Product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept you order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
10.4 When you must pay depends on what Product you are buying from us:
(a) for goods, you must pay for the Product upfront before we dispatch them;
(b) for a one-off purchase of digital content, you must pay for the Product upfront before we make the Product available to you for download;
(c) for one-off services, you must pay in advance prior to provision of the services; and
(d) for ongoing services or a subscription to receive goods or digital content, you must pay in advance on the payment dates notified to you as part of the order process.
10.5 All card payments made via our App are processed by Stripe.
10.6 You must pay all amounts due to us under these Terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10.7 If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of The Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
10.8 If you think a price point or invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
10.9 We reserve the right to, by giving you notice at any time before delivery or provision of the services, increase the charges for the Products to reflect any increase in the cost to us of the provision of the services that is due to:
i. any request by you to change the scope of the services and the timings required for delivery; or
ii. any delay caused by any instructions of yours in respect of the services or your failure to give us adequate or accurate access, information or instructions in respect of the services.
10.10 If you are entitled to a refund under these Terms we will refund you by the method you used for payment, as soon as possible.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 All intellectual property rights in or arising out of or in connection with the services (other than intellectual property rights in any materials provided by you) shall be owned by us.
11.2 We grant to you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of this contract to copy the deliverables (excluding materials provided by you) for the purpose of receiving and using the services and the deliverable in your business.
11.3 You shall not sub-license, assign or otherwise transfer the rights granted by Clause 11.2.
11.4 You grant us a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by you to us for the term of our contract with you for the purpose of providing the services to you.
12.1 Either you or we may terminate our contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under these Terms and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
12.2 Without affecting any other right or remedy available to us, we may end the contract for a Product at any time by writing to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Products;
(c) you do not, within a reasonable time, allow us to deliver the Products to you or collect them from us; or
(d) you do not, within a reasonable time, allow us access to your premises to supply the services.
12.3 Without affecting any other right or remedy available to us, we may suspend the supply of services or all further deliveries of goods if you fail to pay any amount due by the due date for payment, you become subject to any of the events listed in Clauses 12.1(b) or 12.1(c), or we reasonably believe you are about to become subject to any of them.
12.4 If you are permitted to terminate your contract with us, then you may do so by writing to us at Jo@JoinJo.com. Please provide your name, business or trading name, business address, details of the order and, where available, your phone number and email address.
12.5 If we exercise our right to terminate, we will notify you in writing (including by email) to the contact details registered to your account.
If we end the contract in the situations set out in Clause 12.1, we will refund any money you have paid in advance for Products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
12.6 We may write to you to let you know that we are going to withdraw or stop providing the Product. We will let you know at least 24 hours in advance of our stopping the supply of the Product and will refund any sums you have paid in advance for Products which will not be provided.
13. CONSEQUENCES OF TERMINATION
13.1 On termination of our contract with you, you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.
13.2 If you exercise your right to terminate for any reason after Products have been dispatched to you or you have received them, you must return them to us (including any materials and/or deliverables provided in connection with any services delivered). You must either return the goods, materials or deliverables in person to where you collected them from or post them back to us at our registered address or (if they are not suitable for posting) allow us to collect them from you.
13.3 We will pay the costs of return:
(a) if the Products are faulty or mis-described;
(b) if you are ending the contract because we have told you of an upcoming change to the Product or these Terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.
In all other circumstances you must pay the costs of return.
13.4 If you fail to return goods, materials and/or deliverables to us in accordance with this Clause 13, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with these Terms.
13.5 Termination or expiry of these Terms shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this contract which existed at or before the date of termination or expiry.
13.6 Any provision of these Terms that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
14.1 If you have any questions or complaints about the Product, please contact us. You can email us at Jo@JoinJo.com.
14.2 If you have any questions or complaints about goods or services which are featured on our App but which are supplied by a third party, please contact the relevant third party. The third party’s terms and conditions will apply and not these Terms and we are under no obligation to resolve any complaints or issues howsoever arising between you and the third party. Please see Clause 15.4.
15. OUR LIABILITY TO YOU
15.1 Nothing in these Terms shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
(d) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
15.2 Except to the extent expressly stated in Clause 15.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
15.3 Subject to Clause 15.1:
(a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
i. loss of profits;
ii. loss of sales or business;
iii. loss of agreements or contracts;
iv. loss of anticipated savings;
v. loss of use or corruption software, data or information;
vi. loss of or damage to goodwill; or
vii. any indirect or consequential loss.
(b) our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £500.
15.4 Where we feature third party goods or services on our App, we in no way assume any responsibility or liability in respect of the provision of such goods or services to you by that third party. Please refer to the relevant third parties’ terms and conditions in order to understand your rights and remedies in respect of such purchase.
15.5 This Clause 15 shall survive termination of these Terms.
16. DATA PROTECTION
16.1 We will use the personal information you provide to us:
(a) to supply the Products to you;
(b) to process your payment for the Products; and
(c) if you agreed to this during the order process, to give you information about similar Products that we provide, but you may stop receiving this at any time by contacting us.
17.1 Each party undertakes that it shall not at any time during these Terms, and for a period of five years after termination of these Terms, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 17.2.
17.2 Each party may disclose the other party’s confidential information:
(a) to their employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under this contract. Each party shall ensure that their employee, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 17; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
17.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under these Terms.
18. OTHER IMPORTANT TERMS
18.1 We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms.
18.2 You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.
18.3 These Terms are between you and us. No other person shall have any rights to enforce any of its terms.
18.4 Each of the clauses of these Terms operate separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
18.5 If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later”
18.6 Nothing in these Terms is intended to or shall be deemed to establish any partnership or joint venture between us constitute either party the agent of the other or authorise either party to make or enter into any commitments for or on behalf of the other party.
18.7 Any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
LAST UPDATED: 13 February 2018