Jux is a service that helps retailers attract and retain loyal customers, by bringing consumers and retailers together. The Jux Business Application enables retailers to market products or services to Jux end consumers using a secure and easy to use app (“Offers”). The Jux Business Application can be downloaded onto any Apple or Android phone. Jux consumers can view Offers that are available locally to them and then if required can present that Offer to the Retailer (the Offers can be one-time use or continuous acceptance for the period of the offer).
The Offers service enables the Retailer to help grow its sales, by being able to easily create Offers via the Jux Business Application that will be available to all Jux end consumers. Jux end consumers will have their own Jux application that shows the available Offers from the Retailer and other Jux features. The Retailer can create any Offer (including discounts, cashback, 2-4-1 deals, etc) themselves by downloading the Jux Business Application and completing the registration process. Any new or amended offer will be validated by Jux prior to being released, any Offers that raise concern will be discussed with the Retailer before being released.
The Jux Business Application can also be used to validate Offers presented by Jux consumers, including Offers that are single use. By scanning Offers presented by Jux consumers, the Retailer can receive insight into the adoption of the presented Offers and anonymised information on Jux consumers using the Offer. Employees of the Retailer can download the Jux Business Application to their own phones if they wish, or can share a phone, but with individual login IDs, each ID will be restricted to the functionality that the retailer has allocated to it. All users must agree to and comply with the Acceptable Use Policy. Any Offer that is presented by a Jux consumer (provided it meets the terms of the relevant Offer) must be accepted by the Retailer.
THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE TERMS AND CONDITIONS.
Acceptable Use Policy: the content standards that apply when using the Jux Business Application.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with Clause 6 (Charges and payment).
Commencement Date: has the meaning given in Clause 3.2.
Conditions: these terms and conditions as amended from time to time in accordance with Clause 12.5.
Contract: the contract between Jux and the Customer for the supply of Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.
Customer: the person or firm who purchases Services from Jux.
Customer Default: has the meaning set out in Clause 5.3.
Data Controller: has the meaning set out in section 1(1) of the Data Protection Act 1998.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Jux: 1CARD Solutions Ltd (trading as Jux) registered in England and Wales with company number 11950400.
Jux Business Application: the application made available by Jux that enables the Customer to interact with Jux for the provision of the Services.
Jux setup form: information provided by the Customer to enable the Customer to be setup within Jux.
Services: the services supplied by Jux to the Customer as set out in the Service Description.
Service Description: the description of the Services provided by Jux to the Customer.
Supporting Documents: the version controlled documents relevant to the provision of the Services as provided by Jux to the Customer from time to time.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes faxes and emails.
(d) If there is any conflict or ambiguity between the Jux setup form Supporting Documents and these Terms and Conditions, the term contained in a document higher in this list shall have priority over one contained in a document lower in the list.
3.1 The acceptance of these terms and conditions constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
3.2 The offer shall only be deemed to be accepted when the Customer accesses the Jux Business Application and completes SMS Confirmation at which point and on which date the Contract shall come into existence (Date).
3.3 Any samples, drawings, descriptive matter or advertising issued by Jux, and any descriptions or illustrations contained in the Jux’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
3.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3.5 Any quotation given by Jux shall not constitute an offer, and is only valid for a period of 30 calendar days from its date of issue.
4.1 Jux shall supply the Services to the Customer in accordance with the Service Description in all material respects.
4.2 Jux reserves the right to amend the Service Description 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 Jux shall notify the Customer in any such event.
4.3 Jux warrants to the Customer that the Services will be provided using reasonable care and skill.
5.1 The Customer shall:
(a) ensure that all information provided to Jux is complete and accurate;
(b) co-operate with Jux in all matters relating to the Services;
(c) provide Jux with such information and materials as Jux may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(d) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(e) comply with, and ensure that its employees and agents comply with, the Acceptable Use Policy; and
(f) comply with any obligations set out in the Terms and Conditions.
5.2 The Customer warrants that it, its employees and agents will comply with the Acceptable Use Policy and will be liable to Jux and indemnify Jux for any breach of that warranty. This means the Customer will be responsible for any loss or damage Jux suffer as a result of the Customers breach of warranty.
5.3 If Jux’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any obligation under the Contract (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, Jux shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Jux’s performance of any of its obligations;
(b) Jux shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Jux’s failure or delay to perform any of its obligations as set out in this Clause 5.3; and
(c) the Customer shall reimburse Jux on written demand for any costs or losses sustained or incurred by Jux arising directly or indirectly from the Customer Default.
6.1 The Charges for the Services shall be as set out in the Jux setup form.
6.2 Jux shall invoice the Customer monthly in arrears.
6.3 The Customer shall pay each invoice submitted by Jux:
(a) within 30 calendar days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by Jux, and
time for payment shall be of the essence of the Contract.
6.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Jux to the Customer, the Customer shall, on receipt of a valid VAT invoice from Jux, pay to Jux such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.5 If the Customer fails to make a payment due to Jux under the Contract by the due date, then, without limiting Jux’s remedies under Clause 9.6, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 6.5 will accrue each calendar day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7.1 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 the Customer) shall be owned by Jux.
7.2 Jux grants to the Customer, or shall procure the direct grant to the Customer of, a revocable, non-exclusive, royalty-free licence during the term of the Contract to use the Jux Business Application for the purpose of receiving and using the Services in its business.
7.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in Clause 7.2.
7.4 The Customer grants Jux a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, copy and modify any materials provided by the Customer to Jux for the term of the Contract for the purpose of providing the Services to the Customer.
7.5 Each Party permits the other to use its business name, business logo and an overview of its business on its website, in the Jux Business Application or in any marketing material for the term of the Contract.
8.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 1 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this Clause 1, Applicable Laws means (for so long as and to the extent that they apply to Jux) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
8.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and Jux is the processor.
8.3 The Data Protection information sets out the scope, nature and purpose of processing by the Parties, the duration of the processing and the types of personal data and categories of data subject.
8.4 Without prejudice to the generality of Clause 1.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Jux for the duration and purposes of the Contract.
8.5 The Customer does not consent to Jux appointing any third-party processor of personal data under the Contract.
9.1 The restrictions on liability in this Clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.3 Subject to Clause 9.2, Jux’s total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the cap.
9.4 In Clause 9.3;
(a) cap. The cap is one hundred per cent (100%) of the total charges in the contract year in which the breaches occurred.
(b) contract year. A contract year means a 12-month period commencing with the Date or any anniversary of it;
(c) total charges. The total charges means all sums paid by the Customer and all sums payable under the Contract in respect of goods and services actually supplied by Jux, whether or not invoiced to the Customer.
9.5 This Clause 9.5 sets out specific heads of excluded loss:
(a) Subject to Clause 9.2, the types of loss listed in Clause 9.5(b) are wholly excluded by the parties.
(b) The following types of loss are wholly excluded:
(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 of software, data or information.
(vi) loss of or damage to goodwill; and
(vii) Indirect or consequential loss.
9.6 This Clause 2 shall survive termination of the Contract.
10.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 30 days’ written notice unless otherwise agreed between the Parties and set out on the Jux setup form
10.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 calendar days of that party being notified 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;
(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; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
10.3 Without affecting any other right or remedy available to it, Jux may suspend the supply of Services and/or terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment;
(b) the Customer becomes subject to any of the events listed in Clause 10.2(b) to Clause 10.2(d) or Jux reasonably believes that the Customer is about to become subject to any of them;
(c) Jux believes such suspension or termination is necessary to ensure the integrity, security, performance and/or availability of the Jux Business Application; or
(d) for any breach by the Customer, its employees or agents of the Acceptable Use Policy.
11.1 On termination of the Contract the Customer shall immediately:
(a) pay to Jux all of Jux’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Jux shall submit an invoice, which shall be payable by the Customer immediately on receipt; and
(b) delete and cease to use all downloads of the Jux Business Application, including those used by its employees and agents.
11.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or 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 the Contract which existed at or before the date of termination or expiry.
11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
11.4 Each Party shall cease using the others business name and business logo on its website, in its stores (where relevant) or in any marketing material.
12.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
12.2 Assignment and other dealings.
(a) Jux may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Jux.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 12.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 12.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
12.4 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
12.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
12.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by email to the address specified in the Jux setup form.
(b) Any notice or other communication shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 12.8(b), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
12.9 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
12.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
12.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
PLEASE READ THE TERMS OF THIS POLICY CAREFULLY BEFORE USING JUX
What’s in these terms?
This acceptable use policy sets out the content standards that apply when you use the Jux business application (“Jux”). When you download Jux, create a Jux account or use Jux you agree to these terms.
Who we are and how to contact us
Jux is operated by 1CARD Solutions Limited (trading as Jux) (“We”). We are registered in England and Wales under company number 11950400 and have our registered office at 20-22 Wenlock Road, London N1 7GU. We are a limited company. To contact us, please email firstname.lastname@example.org.
By using Jux you accept these terms
By using Jux, you confirm that you accept the terms of this policy and that you agree to comply with them. If you do not agree to these terms, you must not use Jux. These terms are included with the other terms listed below and can be provided if requested to email@example.com.
There are other terms that may apply to you
The following terms govern the use of Jux:
Your terms and conditions.
This Acceptable Use Policy.
Your terms and conditions:
We may make changes to the terms of this policy
We amend these terms from time to time. Every time you wish to use Jux, please check these terms to ensure you understand the terms that apply at that time. These terms were most recently updated in April 2021.
You may use Jux only for lawful purposes. You may not use Jux:
In any way that breaches any applicable local, national or international law or regulation.
In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
For the purpose of harming or attempting to harm minors in any way.
To bully, insult, intimidate or humiliate any person.
To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards set out below.
To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree:
Not to access without authority, interfere with, damage or disrupt:
any part of Jux;
any equipment or network on which Jux is stored;
any software used in the provision of Jux; or
any equipment or network or software owned or used by any third party.
We may from time to time provide interactive services on Jux, including, without limitation:
Online live chat.
Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).
We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any interactive service provided on Jux, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on Jux, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.
The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not fool proof. Minors who are using any interactive service should be made aware of the potential risks to them.
Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.
These content standards apply to any and all material which you contribute to Jux (Contribution), and to any interactive services associated with it. The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.
We will determine, at our discretion, whether a Contribution breaches the Content Standards.
A Contribution must:
Be accurate (where it states facts).
Be genuinely held (where it states opinions).
Comply with the law applicable in England and Wales and in any country from which it is posted.
A Contribution must not:
Be defamatory of any person.
Be obscene, offensive, hateful or inflammatory.
Bully, insult, intimidate or humiliate.
Promote sexually explicit material.
Include child sexual abuse material.
Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
Infringe any copyright, database right or trade mark of any other person.
Be likely to deceive any person.
Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
Promote any illegal activity.
Be in contempt of court.
Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
Be likely to harass, upset, embarrass, alarm or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person.
Give the impression that the Contribution emanates from us, if this is not the case.
Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
Contain any advertising or promote any services or web links to other sites.
Breach of this policy
When we consider that a breach of this acceptable use policy has occurred, we may take such action as we deem appropriate.
Immediate, temporary or permanent withdrawal of your right to use Jux.
Immediate, temporary or permanent removal of any Contribution uploaded by you to Jux.
Issue of a warning to you.
Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
Further legal action against you.
Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
We exclude our liability for all action we may take in response to breaches of this acceptable use policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
Which country’s laws apply to any disputes?
The terms of this policy, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.