Terms and Conditions: Purchase (Consumer and Business Customers)

Please read these terms & conditions carefully. By using ocado.com or submitting an order (and any subsequent orders) on ocado.com or any mobile app (together the "Website") you are agreeing to the terms and conditions that appear below.

These terms & conditions apply to orders placed from 1 September 2023 onwards and apply to sales to consumers and business customers (where applicable).

These terms & conditions are made up of:

  • Section A: General Terms;
  • Section B: Additional Terms; and
  • Section C: General Terms for Business Customers.

Sections A and B will apply if you are a consumer.

Sections A, B and C will apply if you are a business customer.

For the purposes of these terms & conditions, you are a ‘consumer’ if you are submitting orders via our Website as an individual for purposes wholly or mainly outside of your trade, business, craft or profession and/or have created an account with us under your personal name.

You are a ‘business customer’ if you are submitting orders via our Website for purposes relating to your trade, business, craft or profession and/or have created an account with us in the name of your business.

A. GENERAL TERMS

These General Consumer Terms in Section A apply to you if you are a consumer or a business customer. This Section A should be read in conjunction with Section B.

1. APPLICATION OF TERMS

1.1 The Website is operated by Ocado Retail Limited (Ocado, "we", "us" or "our"). By using the Website, you are bound by these terms & conditions (the "Ocado Terms"). All use and purchases made on the Website are governed by the Ocado Terms and the Ocado Terms governing any given use or purchase will be those in effect at the date of your order or specific use. We reserve the right to amend and vary any part of the Ocado Terms from time to time. If you use the Website or purchase products after we have published any changes you will be bound by those changes. Accordingly, you should check prior to each use or order to ensure that you understand the precise Ocado Terms applicable to your use or purchase.

1.2 We may contact you by email, SMS or a push notification through the Ocado mobile app. In these terms, any reference to Ocado contacting you will be through one of these methods.

2. OPENING AN ACCOUNT AND PLACING AN ORDER

2.1 You must be 18 years old or over and must have completed the registration process in order to place an order. The registration process will require you to provide some compulsory personal information which will be processed in accordance with our Privacy Notice available here.

2.2 You confirm that all information and details provided by you to us (including on registration) are true, accurate and up to date in all respects. You can update or correct your details at any time by going to the Your Account section on the Website.

2.3 When you create an account with us, you will be provided with login details and asked to use passwords and other means that allow you to access the Website (together your "Login Details"). It is your responsibility to maintain the security and confidentiality of your Login Details and ensure the Login Details meet any minimum-security requirements set by us. We will not be liable to you or any other person for any loss or damage which may arise as a result of any failure by you to protect your Login Details. Should you become aware of or suspect any unauthorised use of Login Details, please contact us.

2.4 You are entirely responsible for all activity on your account, including all orders that are placed from your account.

2.5 Alcohol must be ordered by you and delivered by us during the licensing hours granted to us under our licence. If you have ordered alcohol from us, it is your responsibility to ensure that the person accepting delivery is over 18. We operate a "Challenge 25" policy, which means that if the person receiving delivery of alcohol looks under 25, we will request identification. If we are not satisfied that there is a person at the delivery address who is 18 years of age or over who can accept delivery, we will retain the alcoholic products and you may have to pay another delivery charge. We may also request identification in relation to other age restricted products.

2.6 We reserve the right to terminate or suspend your account at our sole discretion immediately on giving you notice. We further reserve the right to decline any new customer or suspend or terminate your access to any services that we provide.

2.7 Without prejudice to the generality of condition 2.6, if we suspect fraud, unauthorised activity or any breach of the Ocado Terms, we may suspend your account. Your account will remain suspended until you contact our Customer Hub on 0345 656 1234 and resolve any issues which are capable of being fixed, or provide any information reasonably requested by our Customer Hub advisers to enable them to reactivate your account.

3. ACCEPTANCE OF YOUR ORDER AND PURCHASE CONTRACT

3.1 Confirmation of your order will occur by us contacting you by either sending a confirmation email to the email address you have provided to us, a text to the mobile number you have provided or push notifications through the Ocado app (the "Order Confirmation").

3.2 Please note that the Order Confirmation does not constitute our acceptance of your order. Acceptance of your order and formation of the contract will take place when we despatch your order to you.

3.3 The Order Confirmation will indicate the final cut off time for amending or cancelling your order. We may also Contact you a few hours before the final cut-off time for amending or cancelling the order, alerting you to this cut-off time and reminding you of the scheduled delivery time of your order. Unless you have requested not to be contacted by text message, we may also send the reminder by text message to the mobile phone number you have given us when setting up your account. Any orders that have not been amended or cancelled by this cut-off time cannot be amended or cancelled and will be delivered by us in the scheduled delivery slot, unless you elect not to have the order delivered, in which case we will be entitled to charge you for the greater of the cost of perishable items and / or an administrative charge of £10.

3.4 After the Order Confirmation has been sent to you, any items added via "One-Click" on the mobile app before the cut-off time will automatically form part of that order.

3.5 There is a minimum order requirement (excluding delivery charges) for every order placed (the "Minimum Order Requirement"). The standard Minimum Order Requirement is currently £40.00 (excluding delivery charges), but we may change this from time to time, including temporary changes during certain periods. Any changes to the Minimum Order Requirement will be set out on the Website and clearly indicated before you place your order. If you are using a money off voucher, the purchase of cigarettes, cigars, tobacco, postage stamps and infant formula will not contribute to the Minimum Order Requirement relating to that voucher.

3.6 Products are subject to availability and prevailing market conditions. We may limit the quantities of products supplied to you from time to time if in our opinion the quantity ordered jeopardises availability for other customers. In the event of non-availability of any products you order, we may offer a reasonable substitute. This may affect the price you pay. Provided you have not touched the substitute item, you may reject any substitute item and we will refund the amount you have been charged for that substitute. We will identify any substitute items to you at the time of delivery and give you the opportunity to accept or reject the item at that time.

4. PRICE

4.1 With the exception of products referred to in conditions 4.3 and 4.4, the price of products will be as stated on the Website at the time you confirm your order, subject to the exceptions set out in the following conditions for which we will not be liable.

4.2 It is possible that on rare occasions some of the products listed on our Website may be incorrectly priced. If a product's correct price is higher than the price stated on our Website, we will normally reject your order for that product and notify you of such rejection. Prior to us dispatching your order, we are under no obligation to provide the product to you at the incorrect (lower), even after we have sent you an Order Confirmation.

4.3 If you subsequently amend your order to add items, the prices charged for products which were not in your original order will be the prices quoted at the time of the Order Confirmation of your amended order. If you add more of the same items which were in your original order, then the prices charged for these items will be the prices quoted at the time of the Order Confirmation of your original order. Where a substitute item is offered in place of an item ordered, the price charged for that substitute item (if accepted) will be the price applicable at the time the item is substituted. Please note that as promotions are offered for a limited period of time subsequent amendments to your order may mean that certain promotions are no longer being offered.

4.4 Where items are ordered and sold individually by weight (such as certain fresh meat, poultry, fish, cheese or fruit and vegetables), the price of these items (expressed per kilogram or other appropriate unit of measurement) will be the price on the date that they are weighed by our supplier. We have an indicative price per kg guide and an indicative product weight guide on the Website to assist your planning.

4.5 The prices stated on the Website will be inclusive of any VAT payable.

4.6 Each order you make may incur an additional charge for delivery. If your delivery is subject to a delivery charge, it will be shown to you as a separate charge on the delivery confirmation page before you confirm your order. Any delivery charge added to your order is set at our sole discretion and will be dependent upon, amongst other things, the value of your order, the date and time of your delivery and your delivery address. Charges may vary from day to day.

4.7 The government introduced a charge for plastic bags in 2015, which means that by law we have to charge you for the plastic bags used to deliver your order. We will automatically charge you for each plastic bag used for your delivery, but provided we are accepting the return of the plastic bags at the time your order is delivered, you may give your used Ocado branded plastic bags back to our driver for us to recycle and, we will reimburse you for each Ocado plastic bag returned. However, we reserve our right to suspend our policy to take back and reimburse customers for used plastic bags at any time and at our absolute discretion. We may also place a limit on the number of plastic bags which may be returned at each delivery (and for which you will receive a reimbursement). Details of any limits can be found on our Frequently Asked Questions page here. We may also collect non-Ocado plastic bags but no payment will be made for them.

5. METHODS OF PAYMENT

5.1 Payment may be made by debit, credit or charge card and some business account cards (where applicable), as well as via PayPal. The debit, credit and charge cards accepted by us are those listed on the Website on the date on which your order is placed.

5.2 We also accept payment by Ocado vouchers. No other vouchers or "money off" coupons will be accepted towards payment of an order unless specified otherwise on the Website. Any refunds arising from an order paid for by vouchers shall be given in Ocado vouchers.

5.3 Authority for payment will be requested from your card issuer between the time of your order being placed and when it is delivered. This is done by 'reserving' against the card you have used for payment. The amount that is 'reserved' will either be an estimated amount of your order (including charges for carrier bags and delivery) or £1. The full price of your order will be debited from your card after we have delivered your shopping to you. We reserve the right to cancel your order if we are refused authority for payment or reasonably believe that payment will be refused at any stage.

5.4 If orders are not paid for in full or your bank declines payment on your payment card and as a result, money is owing to us, then we reserve the right to suspend your ability to place further orders until such time as the outstanding balance has been paid in full.

5.5 You agree to compensate us in full against all reasonable costs expenses and outgoings incurred by us in obtaining payments from you in the event a failed payment occurs. This may include an administration charge. We may at any time after a failed payment has occurred ask a debt collection agency to collect payment from you or take any further legal action that we deem appropriate in our discretion.

6. SPECIAL OFFERS PROMOTIONS AND COMPETITIONS

6.1 Subject to our compliance with applicable laws, we may change the terms of special offers, or withdraw them altogether, at any time and without prior notice.

6.2 We reserve the right to offer, in our complete discretion, different customers different special offers, promotions and the ability to enter different competitions.

6.3 Deliveries for 20th - 24th December (inclusive) may be excluded from selected promotions running throughout this period.

6.4 Buy any 6 save 25%. Order by 02/04/2024, offer subject to availability. Maximum 18 promotional items per customer. Discount applies to the 6 cheapest bottles of wine in your basket. The discount shall also apply when you purchase 12 or 18 bottles.

7. DELIVERY

7.1 Delivery days and times will be as specified on the delivery booking page on the Website and will be made to the address specified by you when you place your order. You have the ability to change this address through the "Details & Settings" feature on the Website, and you must do so if you wish delivery to be made to a different address or if you move home, so that we can deliver to the correct address. It is your responsibility to ensure that the delivery address is correct.

7.2 We reserve the right to restrict deliveries in certain areas, and this includes the right to eliminate certain areas from our delivery geographies altogether.

7.3 We endeavour to ensure that deliveries are made within a short delivery slot and accordingly, it is your responsibility to ensure that an appropriate person is available at the delivery address at all times during the delivery slot to receive delivery of the order. We may ask that an appropriate person signs for the order on delivery.

7.4 Risk of loss and damage of products passes to you at the time the products are delivered to you or are left with a person or in a place nominated by our driver or you. We will not be responsible for any loss or damage caused to the products after delivery.

7.5 Title to the products shall pass to you once we have received payment in full and cleared funds for the products.

7.6 If no appropriate person is at the delivery address to receive delivery, at our discretion, we will either:

7.6.1 retain the products, in which case you may either be charged the greater of the cost of perishable products in your order or an administrative fee of £10; or

7.6.2 re-deliver the products at a later time, in which case we will retain frozen products from your order, and you may still be charged for these as well as the other products in your order; or

7.6.3 provided this is agreed by you, leave the order unattended at your address in accordance with condition 7.7.

7.7 In the event that (i) no appropriate person is available at your address to receive delivery, but you instruct us to leave the delivery unattended at your address; or (ii) an appropriate person is present at your address at the time of delivery, but you instruct us to leave the delivery unattended at your address, we may elect to leave your shopping unattended in a place determined by our driver. If we are unable to carry out age verification on age restricted products, we will remove any age restricted items contained in your order and you may not be charged for these. In the event no appropriate person is present at the address we may also remove perishable items (including but not limited to frozen products) and any other products we deem necessary, in which case, in addition to the cost for the other products in your order, we may charge you the greater of the cost of the perishable items or an administrative charge of £10. We expressly disclaim all liability which may arise by virtue of any delivery being left unattended. This includes but is not limited to theft, tampering, contamination and the result of any change in temperature in respect of items which need to be kept chilled or frozen.

7.8 Adverse weather conditions, unforeseen operational or technical issues or other events outside of our reasonable control may result in the occasional late, rescheduled or cancelled delivery. If that is the case, we will endeavour to contact you as soon as we are able to, in order to reschedule your delivery.

7.9 Deliveries are limited to one delivery per day per household.

7.10 Between the period of 20th -24th December inclusive (the Christmas Period)you are able to book a maximum of 2 delivery slots, of which no more than 1 can be booked for delivery during the period 23rd to 24th December.

7.11 For deliveries during the Christmas Period, we reserve the right to charge you an amount equal to your delivery fee in the event you cancel your order and/or delivery 14 days or less prior to your delivery date.

8. POST-DELIVERY, RETURNS AND CANCELLATION RIGHTS

8.1 We advise that you inspect all products, including allergen information, at the time of delivery and notify us of any mis-described, incorrect or defective products promptly after delivery. If you received the relevant order in the previous 48 hours, you can request a refund through the Website or by using our app and navigating to the 'Request refund' link from the Orders page. If more than 48 hours have passed since the relevant delivery and you don't see the 'Request refund' link, please email ocado@ocado.com or call us on 0345 656 1234. We will arrange with you for the products to be returned to us and on receipt of the products, we will promptly and fully refund the price of any products which are defective or arrange for the delivery of replacement products.

8.2 Food products are frequently reformulated, ingredients may change and manufacturers' data may be incorrect or incomplete. You should not rely solely on the website description and upon delivery you should always double check product labels.

8.3 As a consumer, you have certain legal rights regarding the return of faulty or mis-described products. Our refund procedure described above does not affect your legal rights in relation to such products. You may also have a right to return certain products in accordance with your statutory rights under the Consumer Contracts Regulations. For further information about your legal rights contact your local authority Trading Standards Department or Citizens Advice.

8.4 We will always try to supply you with the full quantity of products that you have ordered. If you are not satisfied with the quantity that you have received, we will arrange with you for non-perishable products to be returned to us (please note that the products must not be used and must be in good condition). In the event that the products delivered to you are incomplete or include incorrect goods, you must notify us promptly. You will not be charged for any incorrect products or products which you have not received. In any event, subject to condition 11.1 below, our liability will be limited to the price of the products not delivered or incorrectly delivered and the cost of delivery.

8.5 We ask that items are returned to us with their original packaging and with any tags intact. In the case of items which include a hygiene or security seal, we ask that you exercise reasonable care by not removing the seals while examining the products, unless you are certain that you intend to keep the products. In the event that any seals or tags are removed or tampered with, we shall not permit that item to be returned nor shall we refund the cost of any such item to you.

8.6 Condition 3.3 sets out the options to cancel or amend your order prior to delivery. Should you wish to cancel your order after the cut off period, but prior to the time of delivery, we shall be entitled to charge you an amount as set out in condition 3.3.

8.7 You have the right to cancel the contract for certain products at any time until the expiry of the 14th day after the date of delivery of the products by notifying us using the helpdesk here. This right does not apply to (i) flowers, meat, fish, milk, baby food and other perishable products (which for the avoidance of doubt includes Entertain by Ocado); (ii) products that are personalised or otherwise bespoke to your instructions; (iii) sealed products where the seal has been removed or which otherwise cannot be returned for hygiene or health & safety reasons; (iv) supply of newspapers, periodicals or magazines; (v) sealed audio, video or computer products that have been unsealed.

8.8 Where applicable, we will arrange with you for cancelled products to be returned to us, and we will credit your payment card with the price that you paid for such goods within 14 days from the date you returned the products to us (provided payment has already been debited from your payment card). We reserve the right to make an appropriate deduction from the refund if any product has diminished in value due to it having been handled beyond what is necessary to establish its nature, characteristics and function.

8.9 Except in the event of defective products, you will be responsible for the cost of return postage. You will also be responsible for the risk of loss and damage in transit and you are advised to obtain appropriate evidence of posting and use a reliable mailing/courier service for the return.

8.10 We reserve the right to cancel your delivery at any time if we suspect fraud, have reason to believe you are in breach of the Ocado Terms or any other terms and conditions relating to your order, or if there is an outstanding payment for any account registered at your address. In the event that we cancel your order, we will Contact you and you will be invited to contact our Customer Hub on 0345 656 1234.

8.11 In the event that we feel our service has been poor, we may contact customers with compensation offers.

9. OCADO RESERVED

9.1 Ocado Reserved is a free service only available to end consumers 18 years or older using Ocado for private use and is not available for customers who purchase items for business use or for the purpose of resale.

9.2 You must have an Ocado account (including stored payment card details) and have received your first order to sign up for and use the Ocado Reserved service. We reserve the right to accept or refuse your use of the service at our discretion.

9.3 By signing up to Ocado Reserved, you agree to automatically receive a delivery at the same day and time on a weekly or fortnightly basis as selected by you. The Ocado Reserved service does not apply (i) at any time when Ocado is not operating deliveries (including but not limited to Christmas Day, Boxing Day and New Year's Day) and (ii) on certain days in December during the festive period details of which can be found here, on these days you will need to book your order separately on the Website.

9.4 Once you have registered for Ocado Reserved, a suggested order will be automatically created for the chosen delivery slot (known as your "Suggested Order"). Your Suggested Order is populated by using your previous shopping history and identifying the products most likely to be ordered that week. You can edit your Suggested Order in the Reserve settings to select products which are "always wanted", "sometimes wanted" or "remove a product". A Suggested Order will be generated for each delivery slot reserved by the Ocado Reserved service, on a weekly or fortnightly basis (as applicable). You are able to edit your orders in the usual manner and it is your responsibility to edit the order and remove/replace items which are not wanted prior to any delivery. If you fail to edit the Suggested Order, then you will receive the items that have been generated by the Suggested Order.

9.5 All orders must meet any Minimum Order Requirements and there is a limit of one reserved delivery slot per registered customer per week.

9.6 All items in the order (including those generated by the Suggested Order) will be delivered to you unless unavailable at the point of dispatch, in which case we will offer a substitution. Only substitution(s) which you have not touched may be rejected, not items generated by Your Suggested Order.

9.7 Ocado Reserved will confirm and check out your order 30 days before your reserved delivery day and time. However, there may be occasions whereby your chosen delivery day and time slot are unavailable. If this occurs, we will cancel your order and we will Contact you and ask you to rebook your order.

9.8 You will be charged the prices which are quoted on the Website on the date your order is confirmed. Further details on charges can be found at condition 4.

9.9 Delivery can be made to any of the addresses specified by you in the "Details & Settings" section of your account on the Website; however, this can be amended to an alternative address in accordance with condition 7.1 of the Ocado Terms.

9.10 The Ocado Reserved service may only be used by the named account holder and is not transferable. We reserve the right to request proof that you are associated with your Ocado Reserved delivery.

9.11 You have the right to change your mind and cancel your registration to the Ocado Reserved service at any time on the Website - please refer to your "membership status" to cancel your registration. This cancellation will take effect immediately. However, any Ocado Reserved orders due to be delivered within the next 8 days, or orders that you have placed in addition to those automatically placed through the Ocado Reserved service will not be automatically cancelled unless done so by you in accordance with these Ocado Terms.

9.12 We reserve the right to monitor your usage of the Ocado Reserved service and to terminate the use of such service (upon 14 days notice) if we believe, in our sole discretion, that:

9.12.1 the service is being used in breach of the Ocado Terms;

9.12.2 you are cancelling your reserved delivery slot on a regular basis;

9.12.3 you are in breach of any other terms and conditions relating to Ocado Reserved or the Ocado Terms; or

9.12.4. you have engaged in conduct that is fraudulent or a misuse of the service or is harmful to our interests.

9.13 If orders are not paid for in full or your bank declines payment on your payment card and as a result, money is owing to us, then we reserve the right to suspend your ability to place further orders on the Website and to use Ocado Reserved until such time as the outstanding balance has been paid in full. If the payment card we have on record for you is unavailable (in that we cannot successfully charge you for the order that has been generated using Ocado Reserved), we may immediately terminate your use of the Ocado Reserved service. This means that all new orders going forward will need to be ordered through the Website in the usual manner.

9.14 We are entitled to withdraw or suspend the Ocado Reserved service at our sole discretion at any time.

10. PRODUCT LIFE GUARANTEE

10.1 We guarantee to deliver products with a certain minimum number of day's product life ("Life Guarantee"). The Life Guarantee is displayed on the Website by giving the specified number of days until 'use by' or 'best by' date stamped on the product from the day after the product is delivered to you. We make all reasonable efforts to meet the Life Guarantee, but there may be exceptional situations where the Life Guarantee has not been met for a product. In such situations, we will refund the price of any affected products provided that you notify us in accordance with condition 8.

10.2 If there is more than one expiry date on a product, it is the later date that is used to establish the Life Guarantee (usually called 'use-by' date). If there is a difference between the expiry date on the product and the information listed on your customer receipt, it is the expiry date on the product that prevails.

10.3 If you start creating an order without booking a delivery slot, you'll see Life Guarantees that are based on a delivery slot for the following day. To obtain a more accurate picture regarding the Life Guarantees of products, you are encouraged to book your delivery slot before filling your shopping trolley.

11. LIMITATION OF LIABILITY

11.1 Nothing in these Ocado Terms will restrict our liability for death or personal injury resulting from our negligence, breach of contract or breach of statutory duty, nor will any of these terms restrict any of your statutory rights if you are a consumer. For further information about your statutory rights, contact your local authority Trading Standards Department or Citizen's Advice Bureau.

11.2 We will not be liable, whether in contract, tort (including, without limitation, negligence), representations (other than fraudulent on negligent misrepresentations), under statute or otherwise arising out of or in connection with these Ocado Terms for any individual or a combination o:

11.2.1 special, indirect or consequential loss or damage; or

11.2.2 loss of profits; or

11.2.3 loss of revenue; or

11.2.4 loss of privacy or data; or

11.2.5 loss of goodwill or reputation; or

11.2.6 loss of business or anticipated saving; or

11.2.7 loss or damage caused by any reliance you had in having the products delivered to you or arising out of our supply or failure to supply the products to you.

11.3 The products are sold to you on the basis that you are a customer therefore we will not be liable for any special losses that you might suffer using, re-distributing or reselling the products as part of a business.

11.4 In addition to condition 7.8 , we will not be liable (whether in breach of contract, tort, negligence, misrepresentation or otherwise) as a result of any delay in our performance or failure to perform our obligations if that delay or failure to perform is due to any cause or circumstance beyond our reasonable control including, but not limited to, fire, flood and other acts of God, strikes, riot, accident, disruption to energy supplies, civil commotion, acts of terrorism or war, breakdown of equipment or vehicles, road traffic problems, travel restrictions, pandemics, epidemics, spread of illness, lockdowns or other government controls and restrictions.

11.5 Other than as set out in condition 11.1 above, our maximum liability arising out of any order for the supply of products to you under this contract will be limited to the retail price of the products contained in that order and the cost of delivery.

12. PRIVACY

12.1 Our privacy notice is incorporated into these Ocado Terms. Please click here for further details.

12.2 Telephone calls made to and from our Customer Service team are recorded for complaint handling, quality and monitoring purposes.

12.3 In assessing your request for delivery of groceries from us we may make enquiries about you including searching your records held by organisations like Experian and Equifax and credit reference agencies. We may also check your details held by the IMRG Security Alert scheme and other fraud prevention schemes.

12.4 We respect your privacy. The personal information that you give us is held with care and security. We do not sell, rent or transfer this information to third parties for their marketing purposes unless we have a lawful basis to do so. We will share your personal information with other businesses operated by members of the Ocado Group provided that they follow practices at least as protective as those described in our privacy notice.

13. OCADO ZOOM

Ocado Zoom is an express delivery service that is provided by Ocado Retail Limited which can be accessed at zoom.ocado.com. The terms relating to orders placed on Ocado Zoom can be found at zoom.ocado.com. Ocado Zoom currently only operates in limited areas.

14. RATINGS AND REVIEWS

14.1 When submitting a product review on the Website, you warrant that:

14.1.1 you are the sole author and owner of any intellectual property linked to the review;

14.1.2 the content of the review is accurate and not false or misleading;

14.1.3 you have voluntarily waived any moral rights that you may have in the content of the review; and

14.1.4 the use of the content of the review will not breach any of the Ocado Terms, or cause harm to any person or entity; and

14.1.5 you have previously purchased the product being reviewed at Ocado.

14.2 You undertake to us that you will not submit content:

14.2.1 that is defamatory, obscene, libellous, religiously or racially biased, hateful or unlawfully threatening, harassing to any person or entity or is otherwise objectionable;

14.2.2 that infringes any third party rights, including any copyright, patents, trademarks, publicity or privacy rights or other intellectual property rights or other rights;

14.2.3 where you have received any compensation or consideration for submitting the content. This restriction does not apply where we send a free product to you for the purpose of submitting a review;

14.2.4 that includes references to any other websites, addresses, emails addresses, contact information or telephone numbers or in any other way, directly or indirectly, contains any information that does not relate to the product itself (e.g. reference to competing products or other irrelevant references);

14.2.5 that contains viruses, worms or other potentially damaging computer programs or files;

14.2.6 that violates any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); and

14.2.7 that would constitute, encourage, promote or provide instructions for conduct of an illegal activity, criminal offence or civil liability.

14.3 You agree to indemnify us and our affiliates for all claims brought by a third party against us or our affiliates arising out of or in connection with a breach of any of the above undertakings.

14.2.3 where you have received any compensation or consideration for submitting the content. This restriction does not apply where we send a free product to you for the purpose of submitting a review;

14.2.4 that includes references to any other websites, addresses, emails addresses, contact information or telephone numbers or in any other way, directly or indirectly, contains any information that does not relate to the product itself (e.g. reference to competing products or other irrelevant references);

14.2.5 that contains viruses, worms or other potentially damaging computer programs or files;

14.2.6 that violates any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); and

14.2.7 that would constitute, encourage, promote or provide instructions for conduct of an illegal activity, criminal offence or civil liability.

14.3 You agree to indemnify us and our affiliates for all claims brought by a third party against us or our affiliates arising out of or in connection with a breach of any of the above undertakings.

14.4 We may want to share the content submitted with third parties, including for use on third party websites. Where this is the case, we will write to you and ask for your consent to do this.

14.5 We, at our sole discretion, may remove or refuse to publish submitted content for any reason. We will not be held responsible for any submitted content or content not published.

14.6 You have the right to access and the right to request erasure of your review. We do not amend reviews. Any published review which is found to be inaccurate or requires rectification, will be removed.

14.7 For any content submitted, you grant us a revocable, royalty-free, transferable right and license to use, copy, delete in its entirety, publish, translate, create derivative works from and/or distribute the content and/or incorporate such content into any form, medium or technology, throughout the world without compensation to you subject to your data subject rights detailed in condition 14.6.

14.8 Ocado, its agents, subsidiaries, affiliates, partners or third party service providers and their respective directors, officers and employees are not under any obligation of confidence in relation to the content you submit.

14.9 By submitting a product review, you agree that we may use your email address to contact you about the submitted content, for administrative purposes or to request your consent as detailed in condition 14.4.

14.10 If you see a review on the Website which you are concerned about, for example, if you believe it breaches this condition 14, then you can notifying us using the helpdesk here.

15. GENERAL

15.1 Any complaints should be addressed to the Ocado Customer Service Helpline you will find an e-mail link or address and telephone numbers here.

15.2 We reserve the right to make any changes and additions to these Ocado Terms at any time in accordance with condition 1.

15.3 If any of these Ocado Terms are held by any court of competent authority to be unlawful, invalid or unenforceable, in whole or in part, this will not affect the validity of the remaining Ocado Terms which will continue to be valid and enforceable to the fullest extent permitted by law.

15.4 These Ocado Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with their subject matter or formation will be governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute which may arise between them.

15.5 If we delay in taking steps against you as a result of you breaching these Ocado Terms, it will not prevent us taking steps against you at a later date.

15.6 All copyright, trademarks and all other intellectual property rights in all material or content supplied as part of the Website shall remain at all times vested in us or our licensors. You are permitted to use the material data and content only for your personal use in placing orders through the Website, and you may not otherwise copy, reproduce, transmit, publish, display, distribute, commercially exploit, use or create derivative works of any material, data and content on the Website without our prior written permission. We may impose a fee on any proposed use of the material data and content contained on its Website, other than for placing orders through the Ocado.com Website.

15.7 Notwithstanding the ongoing relationship between Ocado and any of our commercial partners from time to time, and the historical use of certain slogans, the businesses do not have any liability for each other's obligations nor are they jointly or severally liable for any legal purposes.

15.8 Ocado.com is a trading name of Ocado Retail Limited. The registered company address for Ocado Retail Limited is Apollo Court, 2 Bishop Square, Hatfield Business Park, Hatfield, Hertfordshire, AL10 9EX. Registered in England. Company registration number: 03875000.

B. Additional Terms

These Additional Terms in Section B apply to you if you are a consumer. See Section C for the limitations on this Section B if you are a business customer. This Section B should be read in conjunction with Section A.

1. SMART PASS

1.1. General

1.1.1 Ocado Smart Pass ('Smart Pass') is a membership service open to customers which provides Smart Pass members with certain benefits and discounts. These Ocado Terms will apply to your membership of Smart Pass and all purchases made when using your Smart Pass.

1.1.2 Smart Pass is not available for business customers, legal entities or for customers who purchase items for business use or for the purpose of resale.

1.1.3 You must have an Ocado account to sign up for and use your Smart Pass.

1.1.4 Your membership to Smart Pass is subject to fair usage terms set out below. You acknowledge and accept that:

a) Smart Pass may only be used by the named account holder and is not transferable;

b) we reserve the right to monitor your usage of Smart Pass;

c) you will not cancel your agreed delivery slots on a regular basis;

d) we may limit the number of orders or quantities of products supplied to you if, in our opinion, the quantity of products or number of orders jeopardises availability for other customers;

e) you will observe and comply with these Ocado Terms; and

f) we reserve the right to request proof that you are associated with your delivery address(es).

1.2 Smart Pass membership fee, cancellation and renewal

1.2.1 Your membership fee will be the fee displayed on the Website at the time you purchase your Smart Pass or when your membership is renewed. The membership fee is non-refundable except as expressly set out below. The membership fee will not change during the period of your membership but may change on renewal of your membership.

1.2.2 Your membership fee will begin on the date we send you an email confirming your membership activation and will expire on the day before that date of the following year. For example, if your annual membership started on 1st January it will expire on 31st December. If such a date does not exist, the renewal date will be the previous calendar day. For example, if your membership is due to be renewed on the 31st day of a month, there will be some instances when it will be renewed on the 30th day.

1.2.3 Your membership will be automatically renewed at the end of your current membership period (e.g.: monthly, 6-monthly or annually). On renewal of your membership, your membership fee may increase or reduce depending on how frequently you use our services or if we change our prices. Changes to your membership fee will not take effect until after the end of your current membership period. If you are on a 6 month or annual membership we will Contact you to remind you of this 28 days prior to the relevant renewal date and any change in price. If you are on a monthly renewal you will only be contacted if there is a change in price. Unless you notify us before the renewal date that you do not want to automatically renew and that you wish to cancel your membership on expiry of the current term, you understand that your membership will automatically renew for the same period as your previous term and you authorise us to collect the then-applicable membership fee from the payment card we have on record for you. Your initial purchase of a Smart Pass membership is an authorisation for us to use this payment card. If, before renewal, you decide to cancel your Smart Pass membership or you do not want to automatically renew, please contact us on 0345 656 1234.

1.2.4 You have the right to change your mind and cancel your Smart Pass membership within 14 days (counted from the day after your membership is activated according to clause 1.2.2 above) provided you have not used your membership in that time. If you do decide to cancel, you must contact us on 0345 656 1234 and we will issue you with a full refund for the cost of the membership fee. If you have purchased a Smart Pass using a special offer voucher (giving money off your grocery order on condition that you simultaneously purchase Smart Pass) and you subsequently cancel your membership, we will issue you with a refund equal to the cost of the membership fee paid less the value of the special offer voucher redeemed.

1.2.5 If you wish to cancel your membership at any other time, please contact our Customer Hub on 0345 656 1234.

1.2.6 From time to time, we offer customers free Smart Pass trials. At the end of the Smart Pass trial you will automatically be placed on a membership at the fee advised to you. If you do not want to continue with your Smart Pass trial, simply call us on 0345 656 1234 or send an email to ocado@ocado.com prior to your membership activating.

1.3 Smart Pass membership benefits

1.3.1 In return for payment of your membership fee, we will offer you the following benefits:

a) Next day deliveries, or deliveries that occur on a date after this, will not incur further charge. We reserve the right to charge a delivery fee for same day deliveries. You can receive up to one delivery per day, without incurring further delivery charges. Please note that delivery charges will still be payable for deliveries during the Christmas Period, and delivery slots generally are subject to availability and cannot be guaranteed.

b) Priority access to Christmas delivery slots. We will give you priority access to book deliveries during the Christmas Period. We will Contact you informing you of priority access to and how to book a Christmas delivery slot before the slots are made available to customers who are not Smart Pass members. Please note that:

i. You may book a maximum of 2 deliveries during the Christmas Period, of which no more than 1 can be booked for delivery during the period 23rd December to 24th December.

ii. You will have to pay delivery charges for deliveries booked during the Christmas Period. We will inform you of our delivery charges on our Website.

iii. The availability of delivery slots during the Christmas Period is not guaranteed.

iv. For deliveries during the Christmas Period, we reserve the right to charge you an amount equal to your delivery fee in the event you cancel your order and/or delivery 14 days or less prior to your delivery date.

v. If you become a new Smart Pass member after a cut off date in August or September, you may not receive priority access to delivery slots during the Christmas Period for that year, but you will receive priority access the following year if you are still a Smart Pass member. The exact cut off date to become a Smart Pass member and receive priority access for the relevant year will be communicated each year via our FAQs page here and email communications.

c) Discounts on selected items. We will give you discounts on selected products as stated on our Website subject to the following:

i. If a product that is the subject of a Smart Pass discount is also subject to a generally applicable promotional offer on (for example: buy one, add one free) you will receive the larger discount of the two, but not both.

ii. Orders already placed when your membership is activated will be subject to the product prices applicable at that time (without any Smart Pass discount(s) applied) unless the delivery slot is changed once your membership has been activated (in which case the order shall then have the Smart Pass discounts applied to the relevant products, as appropriate).

iii. You will be eligible to receive any product samples that we believe may be of interest to you if you place an order during availability and while stocks last.

1.4 Your Ocado Smart Pass membership does not guarantee you a delivery slot or guarantee that the products subject to the Smart Pass discount will be in stock. All stock is subject to availability.

1.5 Orders placed before a Smart Pass membership is activated will be subject to our delivery charges applicable at that time.

1.6 Products to which the Smart Pass benefits apply will be shown to you at the time you become a member. We reserve the right to remove or add products to which the Smart Pass benefits apply from time to time at our sole discretion. If a product is delisted or discontinued, then it will be removed from the products available to Smart Pass members.

1.7 If you order a product that is unavailable, we may offer a reasonable substitute. This may affect the product price you pay, however you will still receive the same percentage discount on the substitute product that you would have received had the original Smart Pass product been available. Provided you have not touched the substitute item, if you reject any substitute item, we will refund the amount you have been charged for that substitute.

1.8 We reserve the right to change or withdraw your Smart Pass benefits (or any element of them) at any time. We will Contact you giving you (where reasonably possible} at least 28 days' notice of any material change to your membership benefits before it takes effect.

1.9 If you feel that a change to your Smart Pass benefits is to your disadvantage, then please contact us on 0345 656 1234. Otherwise, your continued membership after we notify you shall constitute your acceptance of these changes which will become effective at the end of the relevant notice period. We will not be liable for any losses resulting from any changes to, termination or withdrawal of, any Smart Pass benefits.

1.10 We reserve the right to accept or refuse membership to Smart Pass at our discretion. We may also amend, suspend or terminate your membership or the Smart Pass membership scheme at any time at our sole discretion

1.11 If you owe us any outstanding monies, your Smart Pass membership may be suspended by us and will only be re-activated at our discretion. We will not under any circumstances reactivate your membership until such time as the outstanding balance has been paid in full and / or you change or update your payment card details to a card that can successfully be charged the applicable renewal fee and/or any monies you owe to us.

1.12 If your Smart Pass membership is suspended by us, your renewal dates will remain the same when your Smart Pass membership becomes active again and you will forfeit the use of your Smart Pass membership during the period your Smart Pass membership is suspended.

1.13 In the case of termination or suspension by us under these Ocado Terms, you shall not be entitled to receive a refund of any part of your membership fee.

1.14 By becoming a member of Smart Pass, you agree to (i) receive emails providing information about Smart Pass, but you are free to opt-out of marketing messages at any time; and (ii) being entered automatically into prize draws we run for Smart Pass members from time to time.

2. DISCOUNT OFFERS AND VOUCHERS

2.1 General

2.1.1 This section is applicable to discount offers and the use of vouchers and are in addition to any other terms and conditions specified on the offer or voucher themselves. For the avoidance of doubt, where there is any conflict between these Ocado Terms and the terms and conditions on a Voucher or applicable to any discount offer the terms and conditions on the relevant Voucher or applicable to the discount offer shall take precedence.

2.1.2 Vouchers may be made available to you by us or by selected affiliates and authorised partners. They entitle you to a saving off your shopping (the "Voucher"). Each Voucher will explain the saving and how it works. They are activated by entering codes into the checkout section of the Website.

2.1.3 Unless otherwise specified on the Voucher, Vouchers cannot be used in the following categories: Household, Pet, Kitchen & Dining, Home & Garden, Beauty & Clothing, Health & Medicines, Newsagent & Entertainment, Toys & Games, Alcohol, Non-Food Baby products, tobacco products, postage stamps, infant formula, the purchase of Ocado gift vouchers and food donations with Ocado.

2.1.4 We may from time to time run or offer more than one type of discount offer or Voucher simultaneously. Different terms and conditions may apply to different discount offers or Vouchers. We reserve the right to limit the applicability of any particular offer to specific regions or delivery areas.

2.1.5 Money off Vouchers These Vouchers entitle you to money off your total shop. Where the Voucher does not state a minimum spend, your order must meet the standard Minimum Order Requirement in order to redeem your Voucher. Vouchers that include free deliveries for 3, 6 or 12 months include a free Smart Pass; you will be emailed within seven days of your first delivery with information on your free Smart Pass. See the Smart Pass section of these Ocado Terms for more details.

2.1.6 Grocery Vouchers These Vouchers entitle you to money off products in certain grocery categories, the discount will only be applied to products in the specified category. Examples of categories include: Fresh, Food Cupboard, Bakery, Frozen, Soft Drinks, Tea & Coffee, Baby Meals and Finger Foods, and Toiletries.

2.1.7 Fresh food Vouchers These Vouchers entitle you to money off products in the Fresh category, which includes fresh fruit and vegetables, meat, poultry and fish, dairy, eggs, chilled drinks and other fresh food. The Vouchers cannot be used for products in the following categories: Food Cupboard; Bakery; Frozen; Soft Drinks, Tea & Coffee; Baby & Child; Toiletries; Household; Pet; Kitchen & Dining; Home & Garden; Beauty & Clothing; Health & Medicines; Newsagent & Entertainment; Toys & Games; Alcohol and tobacco products; Flowers; Recipe Boxes; postage stamps; infant formula; the purchase of Ocado Gift Vouchers; and food donations with Ocado.

2.1.8 Product specific Vouchers These Vouchers entitle you to money off specific products, or in some cases, a free product. The terms and conditions applicable to these Vouchers are included on the specific Vouchers themselves.

2.1.9 Free delivery Vouchers These Vouchers entitle you to a free delivery slot on a specific day within a specified time period. Once you have chosen a delivery slot to which the Voucher applies the delivery fee will be reduced to £0 once you have inputted the free delivery Voucher code and proceeded to the final checkout page. Where the Voucher does not state a minimum spend, your order must meet the standard Minimum Order Requirement to be able to redeem your Voucher.

2.1.10 Ocado Zoom Vouchers Ocado Zoom money-off vouchers and free delivery vouchers are only valid for orders placed with Ocado Zoom on www.ocadozoom.com.

2.2 Activating Vouchers

2.2.1 You can activate Vouchers by following the instructions on the Voucher. You must use code(s) in the correct order (if applicable) and enter the code(s) at the checkout stage of your order process.

2.2.2 If a Voucher code is not used correctly, you will receive an automatic error message. If you get an error message, please check the Voucher instructions and try again.

2.2.3 Each Voucher will state the validity period, and you must place your order during this time. The Voucher will expire automatically on the expiry date stated on the Voucher.

2.3 Circumstances where Vouchers cannot be used

2.3.1 Vouchers only apply to products purchased on the Website.

2.3.2 Vouchers cannot be combined with each other (unless otherwise indicated) but can be combined with general product promotional offers appearing to all customers on the Website.

2.3.3 Vouchers cannot be applied to past orders made with us and cannot be backdated or redeemed for cash.

2.3.4 Each Voucher type may be used only once per customer. If more than one customer is registered at the same delivery address, a Voucher type may only be used by one customer registered at that address. For example, a Voucher for money off your first shop may only be used by one customer at each registered address.

2.3.5 You may only use a Voucher that has been assigned to your account. You may not use a Voucher that has been assigned to another customer's account, and you must not pass any Voucher code on to any other customer for use on other accounts.

2.3.6 We reserve the right to withdraw or terminate any Voucher at any time, either in whole or in relation to specific delivery times or areas. If this happens, then the relevant Voucher may not be used for any orders placed after the date of withdrawal or termination.

2.3.7 We reserve the right to reject the use of a Voucher where fraud or breach of these Ocado Terms or the Voucher terms and conditions is suspected. Under these circumstances, we also reserve the right to cancel your order and suspend your account, in accordance with condition 2.6 and 2.7 of the Ocado Terms.

2.4 Christmas Free Delivery Voucher Terms

2.4.1 Delivery slots are subject to availability and cannot be guaranteed. We reserve the right to charge you an amount equal to your delivery fee £9.99 if you cancel your slot 14 days or less prior to your delivery date. Voucher is valid for one delivery per allocated customer between 20th-24th December 2022. You must have an active Smart Pass membership at the point your Christmas shop arrives to get free delivery and we reserve the right to charge you for delivery if you are no longer a member.

3. REFER A FRIEND

3.1 If you wish to take part in our Refer a Friend scheme you can recommend Ocado to as many of your friend(s) as you like by simply generating your unique sharable link on the Website with your friend(s). Subject to these terms, if the following conditions are met both you and your friend will be eligible to receive the voucher detailed in the email (Voucher).

3.2 To be eligible to receive the Voucher the following conditions must be met:

3.2.1 You must have placed at least one shop with us.

3.2.2 Your friend(s) may already hold an Ocado account, but they must be a first time customer;

3.2.3 Both you and your friend(s) must be aged 18 or over and resident in the United Kingdom (excluding Northern Ireland) within Ocado's delivery area.

3.2.4 Your friend(s) must submit their email address to us via the unique link provided by you. They will then be provided with a voucher code via email (Voucher Code) which will enable them to claim their reward.

3.2.5 Your friend(s) must place their first order at Ocado.com for a minimum of £70 within 12 weeks of submitting their email address to us and enter the Voucher Code at checkout.

3.2.6 Once your friend(s) has taken delivery of their eligible order you will receive an email with your voucher code. You must redeem the code is within 12 weeks from the date the email with the code is sent to you against a shop with a minimum spend of £70.

3.3 Only one voucher is available per household for a friend, but you may receive a voucher for each eligible friend referred in accordance with these terms. Any friend(s) introduced who have the same delivery address to the referrer or each other will only count as one referral.

3.4 The vouchers are non-transferable and there is no cash alternative available.

3.5 The Gift Bundles are non-transferable and there is no cash alternative available.

3.6 Ocado reserves the right to terminate, amend, extend or shorten the Refer a Friend scheme at any time and without notice. Voucher codes issued prior to termination or amendment shall remain valid until the expiry date specified in the email.

C. GENERAL TERMS FOR BUSINESS CUSTOMERS

These General Terms for Business Customers in Section C apply to you if you are a business customer only and should be read in conjunction with Sections A and B. This Section C does not apply to consumers.

1. BACKGROUND

The conditions in Section A and B shall be amended as set out in this Section C.

This Section C is supplemental to Sections A and B and, subject to the amendments described in this Section C, Sections A and B shall remain in full force and effect.

If there is a conflict between the conditions set out in this Section C and the terms of Section A or B, the terms of this Section C shall prevail.

2. AMENDED CONDITIONS

2.1 The following conditions in Sections A and B shall be amended as follows:

2.1.1 Conditions 2.1, 8.3, 8.4, 8.7 and 11.5 in Section A shall not apply to business customers and shall be deleted in their entirety.

2.1.2 Condition 3.5 shall be amended to read: There is a minimum order requirement (excluding delivery charges) for every order placed (the “Minimum Order Requirement).”). The standard Minimum Order Requirement is currently £20.00 (excluding delivery charges), but we may change this from time to time, including temporary changes during certain periods. Any order between £20 to £39.99 shall incur a £10 delivery charge. Any order £40 or above will be subject to the delivery charge shown on the Website. Any changes to the Minimum Order Requirement will be set out on the Website and clearly indicated before you place your order. If you are using a money off voucher, the purchase of cigarettes, cigars, tobacco, postage stamps and infant formula will not contribute to the Minimum Order Requirement relating to that voucher.

2.1.3 Condition 1.2.4 in Section B shall not apply to business customers and shall be deleted in its entirety.

2.2 As a business customer, you must be a business which is operated by a person who is 18 years old or over and must have completed the registration process in order to place an order. The registration process may require you to provide some compulsory personal information which will be processed in accordance with our Privacy Notice available here.

2.3 As a business customer you do not have the right to cancel the contract at any time after the cut off time. Should you wish to cancel your order after the cut off period but prior to the time of delivery, we shall be entitled to charge you in full for an amount equal to the price of the items contained in your order and the cost of delivery.

2.4 We will always try to supply you with the full quantity of products that you have ordered. If you are not satisfied with the quantity that you have received, we will arrange with you for non-perishable products to be returned to us (please note that the products must not be used and must be in good condition). In the event that the products delivered to you are incomplete or include incorrect goods, you must notify us promptly. You will not be charged for any incorrect products or products which you have not received In any event, subject to condition 11.1 of Section A, our maximum liability arising out of any order for the supply of goods to you as a business customer under this contract will be limited to the price of the goods contained in that order.

3. ADDITIONAL BUSINESS CONDITIONS

3.1 In addition to the rights of termination set out in Sections A and B, we reserve the right to terminate or suspend your usage of the Ocado Reserved service or your account at our sole discretion immediately on giving you notice.

3.2 You shall comply with the Bribery Act 2010 and all applicable laws in connection with bribery, modern slavery or anti-corruption including ensuring that you have in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that all of your personnel involved in performing the contract so comply.

3.3 You shall indemnify, and keep indemnified, Ocado from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Ocado as a result of or in connection with your breach of any of your obligations under the Ocado Terms.