www.DealsJoy.com (the "Service") is a self-service platform for the provision of Deals to be supplied by the Customer to its Buyers operated and owned by One iota Limited (Company number 07118675) whose registered office is c/o CCW, Arkwright House, Parsonage Gardens, Manchester, M3 2HP and whose trading office is Link665 Business Centre, Rossendale, Lancashire, BB4 5HU. These Terms & Conditions constitute the full legal agreement between you (the "Customer" or "you") and One iota Limited (hereafter referred to as "OIL", "We", "Our" and "Us").
The terms, conditions, and notices contained in these Terms & Conditions must be agreed to and accepted without qualification or amendment in order to obtain the Service as defined below. By using the Service, you hereby agree in full to all terms and conditions of this Agreement.
- In this Agreement the following terms shall have the following meanings unless the context requires otherwise:
Agreement: shall mean this document between OIL and the Customer.
Business Day: any day which is not a Saturday or Sunday or a public bank holiday in England.
Buyer: a person who enters into a transaction for access to or the purchase of Deals.
Confidential Information: has the meaning set out in clause 14.1.
Customer Information: means any information, including (without limitation) any images, audio, audio-visual, text or other information or content which relates to the Deals.
Deals: means group purchasing offers or deals relating to goods or services provided by the Customer to Buyers which may be accessed, purchased or otherwise acquired using the Service.
Inappropriate Content: any content that infringes any applicable laws, regulations or third party rights (such as, for example, material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights).
Intellectual Property Rights: means all intellectual property rights (including without limitation, patents, trademarks, copyrights, designs, rights in databases, user data, rights in and to know-how and Confidential Information (in each case whether registered or unregistered) and applications for the same.
Insolvency Proceedings: means going into administration, administrative receivership, liquidation or receivership or becoming unable to pay debts as they fall due within the meaning of section 123 of the Insolvency Act 1986 or suffering any similar or analogous action in consequence of debt.
Monthly Fee: means any monthly charge in respect of the Service levied by OIL from time to time.
Name: any name specifically requested by or allocated to the Customer for the provision of the Service including, without limitation, any store brand name or account name.
Service: the service provided to you by us.
Site: the sites or applications to be hosted by us pursuant to this Agreement.
Software: any software used by us, or any party acting on our behalf in fulfilling its obligations under this Agreement or otherwise.
Third Party Information: means information, video, graphics, sound, music, photographs, software, data, databases, records, and any other materials (in whatever form) not owned or generated by or on behalf of the Customer, published or otherwise utilised or made available using the Service.
OIL Group Company means a OIL subsidiary or holding company, or a subsidiary of that holding company, all as defined by Section 1159 of the Companies Act 2006.
- Clause and schedule headings do not affect the interpretation of this Agreement.
- References to clauses and schedules are (unless otherwise provided) references to the clauses and schedules of this Agreement.
- Words in the singular include the plural and in the plural include the singular.
- 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.
- Our Obligations
- We shall provide the Service to you in consideration for the due and timely fulfilment of the Customer’s obligations under this agreement.
- Use of the Service is at all times subject to the terms and conditions of this Agreement and by using the Services, the Customer confirms their acceptance of, and agrees to be bound by, this Agreement.
- We reserve the right to amend or alter in any way these terms and conditions or charges for the Service at any time. We shall make reasonable endeavours to notify the Customer of any such Changes, including making notice of the same to the Customer, but any change shall take effect even if the Customer fails to receive such notice.
- We shall provide reasonable endeavours to manage and maintain a professional infrastructure to operate the Service.
- We shall grant you a non exclusive, non assignable or transferable right to use the Service in accordance with these terms.
- Customer Obligations
- The Customer may only use the Service for lawful purposes.
- The Customer will not, nor will the Customer authorise or permit any other person to, use the Service or the Software:
- The Customer warrants that Customer information is and will remain accurate and will not include any Inappropriate Content or any other information or material, any part of which, or the accessing of which or use of which would be a criminal offence or otherwise unlawful including the breach of any Intellectual Property Rights of any other party. OIL reserves the right to remove such content from the Site where, in its sole discretion, OIL suspects such content to be in breach of this clause 3.3.
- The Customer will be solely responsible for the accuracy, completeness, design, creation, maintenance, and updating thereof of all Customer Information. OIL shall not be liable for any errors or inaccuracies in any Customer Information.
- The Customer shall be responsible for obtaining all necessary licenses and consents required to use Customer Information (if any, and including but not limited to those from the owners or licensees of any Third Party Information) on the Site and the Customer warrants that such licences and consents have been obtained and will be subject in this regard to the indemnity at clause 11.
- Any breach of this clause 3 by the Customer shall be deemed to be a material breach of this Agreement and shall entitle OIL to immediately terminate the Agreement and, for this purpose, it shall be irrelevant whether the Customer was aware of the content of any material so transmitted or not. Notwithstanding and in addition to clause 8, OIL may suspend the Service without notice with immediate effect if, in OIL’s reasonable opinion, the Customer is in breach of this clause 3 and OIL may refuse to restore the Service until the Customer gives OIL an acceptable assurance that there will be no further contravention.
- The Customer shall display on each page of the Site / Service any such logos or devices as OIL may decide from time to time ("Logos"). The Customer shall not make any alterations to the Logos, nor shall the Customer make any other use of the Logos.
- The Customer shall permit us to document you as a client case study or reference client.
- Where payments are required as part of the Service, the Customer shall issue us and the Service with its payment gateway information for processing of payments via PayPal or other such payment gateway as agreed between you and us from time to time.
- The Customer shall provide us with any assistance we might need by law in relation to any query or element in relation to the Service.
- The Customer shall ensure it does not use the Service excessively and beyond what we deem is reasonable but will use its reasonable endeavours to actively promote the Service to potential Buyers, including through its Facebook fanpage or other forms of promotional channels available to it ("Fair Usage"). In the event that OIL considers that the Customer is not conducting Fair Usage of the Service, either through excessive use or by not actively promoting the Service or sufficient Deals through the Service, OIL reserves the right to suspend or terminate your access to the Service.
- The Customer agrees to being listed our national listings directory, or any other directory at our discretion, where we will feature the Service and Deals with a view to driving you more customers.
- The Customer will not re-sell the Service to a third party.
- The Customer shall ensure it promotes the Service to secure Buyer(s) of the Service.
- The Customer shall ensure it manages the Buyers’ redemption of the Deals fully and effectively and shall indemnify us and keep us fully indemnified against each loss, liability or cost incurred by us arising out of or in connection with a failure on the part of the Customer to redeem or fulfil the Deals in accordance with their terms.
- The Customer shall ensure compliance with all Facebook Terms and Policies.
- Service Registration
- The Customer warrants that the name, address and payment information (where required) that the Customer provides when the Customer registers for the Service is correct and the Customer agrees to update its account immediately in the event of any changes to such details.
- The Customer warrants that it possesses the legal right and ability to enter into this Agreement and to use the Service in accordance with this Agreement.
- Other than as cannot be excluded in law, we expressly exclude all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose in relation to the provision of the Service.
- We do not warrant that the Service will be error and or virus free or operate without disruption or is compatible with all equipment and software configurations.
- The warranties in this Clause 5 shall be the full extent of our liability in respect of the provision of the Service.
- Initially, OIL may offer the Service to the Customer at no charge. In the event that OIL introduces new functionality or other services and/or OIL considers it necessary to levy a charge for the provision of the Service, it shall provide the Customer with no less than 4 weeks’ notice of such charges and in the event that the Customer does not wish to continue to receive the Service it shall be entitled to terminate these terms in accordance with clause 8.2. In the absence of such notice having been served by the Customer, OIL shall be entitled to commence charging the Monthly Fee for the provision of the Service on the expiry of the 4 week time period referred to above.
- Unless OIL agrees to provide the Service at no charge in accordance with clause 6.1, the Customer will be charged for one month’s Monthly Fee in advance on initial registration. Thereafter the Customer will then be charged for the Monthly Fee on the same date in each subsequent month.
- Upon successful receipt of payment in accordance with clause 6.2, we shall notify the Customer within 5 working days of receipt by email and a VAT invoice shall be made available on the Customer’s account.
- If the Customer fails to make the payment as required by these Terms and Conditions then we have the right to immediately terminate the Customer’s account and the Service shall cease.
- If the Customer subsequently makes a payment to us then the Service will be re-instated and we shall make all reasonable endeavours to retain data collected by us of the Service provided to the Customer prior to a termination. If the Customer does not make a payment within 4-weeks then all such Customer data shall be deleted by us.
- Charges will be invoiced and paid in Great British Pounds sterling (GBP £). All charges are subject to Value Added Tax (VAT).
- The Customer shall not be entitled to any refunds in relation to the Service unless otherwise agreed in writing with us. In order to be considered for a refund the Customer must:
- The Customer acknowledges that it is exclusively responsible for checking the accuracy and fulfilment of each Deal advertised using the Service, including the provision of any goods or services that are the subject of a Deal, calculation and imposition of all charges referable thereto and any applicable taxes, duties and charges of whatever nature and for all documentation relating to such Deals, including without limitation and as applicable the creation of invoices, VAT or other tax records, and shipping documentation. For the avoidance of doubt, in the absence of any default on its part, OIL accepts no responsibility for any inaccuracies relating to the Deals or the goods or services to be provided by the Customer thereunder and the Customer shall indemnify OIL and keep OIL fully indemnified against any loss, liability or cost incurred by OIL arising out of the advertisement of Deals through the Service.
- The Customer is solely responsible for the filing of appropriate returns and the payment of any and all taxes and duties of whatever nature applicable to the Customer or any third party arising out of the Customer´s use of the Service and will indemnify us fully against liability for any such taxes and duties.
- The Customer acknowledges pricing may vary as outlined in clause 2.3 and 6.1.
- The Customer shall not attempt to circumvent system security or access the source code of the Software.
- The Customer shall keep confidential any passwords or other security information relating to the Software and / or the Service.
- The Customer is responsible for the security and proper use of all user IDs, passwords, used in connection with the Service and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised persons.
- The Customer must immediately inform us if there is any reason to believe that a user ID or password issued by us has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way.
- The Customer must not change or attempt to change a user ID, password or other security device issued by us unless authorised to do so. If the Customer forgets or loses a user ID, password or other security device issued by us, the Customer must contact us immediately and then complete such security checks as we deem appropriate.
- We reserve the right to suspend access to the Service if at any time we consider that there is or is likely to be a breach of security or if the Customer fails to comply with our instructions or requests in relation to security matters.
- We reserve the right (at our sole discretion) to require the Customer to change any or all of the passwords used by the Customer in connection with the Service.
- Term and Termination
- Save as is provided for in clause 6.7, no refunds shall be issued to the Customer on termination of this Agreement.
- To terminate the Agreement the Customer must notify us by emailing cancel (at) dealsjoy (dot) com with formal confirmation of cancellation served in writing pursuant to clause 15 and we shall terminate the Agreement within 7-days of receipt of the initial email (subject to receipt of such written confirmation prior to this time).
- Where applicable, if the Customers next monthly payment is due within 7-days of the cancellation being received then this payment will also be collected.
- We may terminate this Agreement if you are in breach of this Agreement or suffer Insolvency Proceedings.
- Limitation of Remedies and Liability
- Nothing in this agreement shall operate to exclude or limit either party´s liability for:
- We shall not be liable to the Customer or any third party for any indirect, incidental, sequential or consequential loss or damages arising under this Agreement (including without limitation) loss of profits, business, earnings or opportunity arising under or in connection with this Agreement.
- Other than as stated in clause 9.1, OIL shall not be liable to the Customer in contract, tort (including negligence) or otherwise in relation to this Agreement.
- The provisions of this Agreement and the rights and remedies of the parties under this Agreement are cumulative and are without prejudice and in addition to any rights or remedies a party may have at law or in equity.
- The Customer accepts that we are neither obligated nor able to edit, review or modify Customer Information or Third Party Information and that we do not examine the use to which the Customer puts the Service. However, we reserve the right to remove any Customer Information or Third Party Information if we reasonably believe such information breaches any laws or regulations or any third party´s rights.
- We exclude all liability of any kind in respect of Customer Information, Third Party Information or any other material which can be accessed using the Service and are not responsible in any way for any goods (including software) or services provided advertised, sold or otherwise made available by means of the Service.
- Our aggregate liability to you under this agreement shall in no event exceed an amount equal to the Monthly Fees charged to you in the preceding 12 month period.
- Intellectual Property Rights
- All Intellectual Property Rights in Customer Information (the “the Customer Intellectual Property”) are and shall remain the property of the Customer and its licensors.
- Except as provided for at clause 10.1, all Intellectual Property Rights in the Service and/or the Software, Service sand any supporting or associated material relating to the Software or the Service developed by us in fulfilling our obligations under this Agreement or in connection with this Agreement, whether the Software or Service or material is particular to the Customer or not, and any other material provided to or made accessible to the Customer by us as a result of this Agreement (the “OIL Intellectual Property”) are and shall remain the sole property of OIL.
- The Customer grants to us a non-transferable, royalty free licence to use the Customer Intellectual Property for the purposes of performing our obligations under this Agreement.
- We grant the Customer a non-transferable, non-exclusive, royalty free licence to use the OIL Intellectual Property for the purposes of performing your obligations to us under this Agreement.
- You acknowledge and agree that all data relating to the Buyers collected by OIL pursuant to the provision of the Service (“Buyer Data”) shall remain the property of OIL. OIL hereby agrees to provide the Customer with a non-exclusive limited licence to use such Buyer Data as may be reasonably required by the Customer for the sole purpose of fulfilling the Deals. The licence to use the Customer Data will expire immediately upon termination of this Agreement.
- Third Party Transactions
- The Customer shall remain solely responsible for any transactions of any kind entered into between the Customer and Buyers or any other third parties accessing or acting in reliance on the Service, or any information on the site. We will not be a party to or in any way responsible for any transaction between the Customer and a Buyer or other third party.
- The Customer agrees to indemnify and keep us indemnified from any claim brought by a third party resulting or arising from the Customer´s use of the Service, any breach of its obligations under clauses 3 and 6 of this Agreement by the Customer, our hosting of the Service, or any claim brought by a third party resulting or arising in any way from any Customer information or any other material provided by the Customer to us.
- The indemnities at clauses 3.14, 6.8 and 11.2 includes all costs, expenses, damages, awards, fees (including reasonable legal fees) and judgments finally awarded against us arising from any relevant claims. Furthermore, the Customer agrees it will provide us with notice of such claims, gives us full authority to defend, compromise or settle such claims and to give all reasonable assistance necessary to defend such claims, at the Customer´s sole expense. We agree that any actions taken in respect of such claims will be taken in consultation with the Customer.
- Data Protection
- We may collect, process, control, use and transmit data obtained from and about the Customer and the Buyer in the course of providing the Service and any other use we decide.
- Both parties shall comply with their obligations under the Data Protection Act 1998 with regards to any Personal Data (as defined in the Data Protection Act 1998) it receives as a result of this Agreement. In particular, the Customer agrees to:
- Force Majeure
- If either party is unable to perform any obligation under this Agreement because of a matter beyond that party’s reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, acts of terrorism, civil disorder, industrial disputes (whether or not involving employees of either party) or acts of local or central government or other competent authorities, or events beyond the reasonable control of suppliers to either party, that party will have no liability to the other for that failure to perform.
- Each party shall keep confidential (and ensure that its employees keep confidential) all information concerning the business, finances, technology, affairs, clients, marketing plans of the other party and other information which is identified as such or is confidential by its nature (including, but not limited to, the terms of this Agreement) (“Confidential Information”).
- Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
- Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, or in the case of OIL the employees of a OIL Group Company or their suppliers who need to know the information. Confidential Information may not be disclosed to any other party without the written consent of the other party.
- The obligations set out in this clause 14 shall not apply to Confidential Information which the receiving party can demonstrate, with written evidence, came into the public domain otherwise than through a breach of this clause 14 or which is required by law to be disclosed.
- The obligations of confidentiality in this clause 14 shall not be affected by the expiry or termination of this Agreement, but will remain in effect for 2 years after the termination of this Agreement.
A notice given under this agreement:
- shall be in writing in the English language (or be accompanied by a properly prepared translation into English);
- shall be delivered by email with formal written confirmation served by hand or prepaid first class post to the registered office of the other party or to such other address as may from time to time be notified to the other party in writing.
- Any notice given under this clause 15 shall be deemed to have been received:
- The Customer will not assign, resell, sublease or in any other way transfer the Service (or any element thereof), or any of its rights or obligations under the terms of this Agreement without the prior written consent of OIL.
- Contravention of this restriction in any way, whether successful or not will entitle OIL to terminate the Service and/or the Agreement immediately.
- OIL may assign or transfer its rights or obligations under this Agreement by written notice to the Customer.
- Entire Agreement
- This Agreement sets out the entire agreement and understanding between the parties, it supersedes any previous agreement between them in relation to the subject matter of this Agreement and no representations, statements or inducements, oral or written, not contained herein shall bind either party.
- No person or undertaking that is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of this Agreement.
- The Customer may not vary this Agreement without the written consent of OIL.
- If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
- If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
- Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting enter party as agent of the other for any purpose whatsoever. No party shall have the authority to bind the other party or to contract in the name of, or create a liability against, the other party in any way or for any purpose.
- This agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.
- The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement
a) to send or receive any Inappropriate Content or any other information or material, any part of which, or the accessing of which or use of which would be a criminal offence or otherwise be unlawful and;
b) to sell, or offer to sell goods or services which are in violation of any laws, regulations or codes of practice. The Customer shall take such corrective action as OIL may require in such circumstances promptly following notification from OIL.
c) to pretend to be a party which it is not or use the Service to falsely represent another party.
a) not have used the Service or conducted any transactions with Buyers; and;
b) have notified us in writing within the first 14 days from the initial Monthly Fee being charged of their reason for a refund.
a) death or personal injury caused by its negligence; or
b) fraud; or
c) any other liability which cannot be excluded or limited under applicable law.
(a) keep secure all Buyer Data that comes into its possession through its use of the Service; and
(b) keep Buyer Data, Personal Data or other information subject to European, UK, or other applicable Data Protection legislation in accordance with all applicable Data Protection and privacy requirements (of whatever jurisdiction); and
(c) not to use or disclose such information for any unlawful purpose.
(a) if by email, on receipt of the email subject to receipt of formal written confirmation in due course; or
(b) on the date of delivery if delivered by hand prior to 5.00 pm on a Business Day, otherwise on the next Business Day following the date of delivery; or
(c) on the second Business Day from and including the day of posting in the case of pre-paid first class post.