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Terms & Conditions

Terms & Conditions

TERMS AND CONDITIONS OF SALE – JOHN AND SMITH FASHION LTD COMPANY NUMBER: 12991847 T/A JOHN AND SMITH LONDON

If you are a business customer, please take note of clause 20.

If you are a consumer, please take note of clause 21.

This document provides information about us and outlines the legal terms and conditions (Terms) governing the sale of any of our products (Products) to you, as well as the use of our website, www.johnandsmithlondon.com, or any other online platforms where we sell our Products.

These Terms will apply to any contract between us for the sale or any offer for sale of Products to you (Contract). Please read these Terms carefully before placing an order and ensure you understand them. By ordering any of our Products or using our websites, you agree to be bound by these Terms and the other documents explicitly referred to within.

If you are a business customer, these Terms apply exclusively, overriding any other terms you may seek to impose or incorporate, or those implied by trade, custom, practice, or course of dealing. Deviations from these terms will only apply if a separate written agreement is made with you.

If you are accessing or have been sent an electronic copy of these Terms, you should print or save them for future reference. On request, we will send you a free hard copy of these Terms.

We may amend these Terms from time to time as detailed in clause 11. Every time you wish to order Products, please check these Terms to ensure you understand the terms applicable at that time.

These Terms were most recently updated in May 2024.

These Terms, and any Contract between us, are only in the English language.

Please note that some terms below (where specified) apply only to consumers (i.e., not businesses), and other terms apply only to business customers. Unless otherwise specified, all other terms apply regardless of whether you are a consumer or business customer.

1. Information about Us

    1.1 John and Smith London is a trading name of John and Smith Fashion, a company registered in England and Wales under Company number 12991847 with our registered office at Yeovil Innovation Centre, Copse Road, Yeovil, UK, BA22 8RN. Our main trading address is the same as our registered office. Our VAT number is [VAT number].

    1.2 We operate our websites.

    1.3 For our up-to-date contact information, please visit www.johnandsmithlondon.com/contact-us.

    1.4 If we need to contact you, we will do so by telephone or by writing to you at the email or postal address you provided in your order.

    1.5 When we use the words “writing” or “written” in these terms, this includes emails but not fax.

    2. Our Products

      2.1 The images of the Products on our websites, catalogues, or other sales literature are for illustrative purposes only. Although we have made every effort to display colours accurately, we cannot guarantee accurate colour reproduction. Your Products may vary slightly from those images.
      2.2 The packaging of the Products may vary from that shown on images on our websites, catalogues, or other sales literature.
      2.3 Details, descriptions, and specifications on our websites, catalogues, or other sales literature are intended as a guide to give a general approximation of the Products.
      2.4 All Products are subject to availability. We will inform you as soon as possible if the Product you have ordered is not available. In such circumstances, you may either cancel your order or retain your order and we will process it as soon as we have the relevant Product in stock.
      2.5 We reserve the right to stop selling or make changes to the specification of items shown on our websites, catalogues, or other sales literature at any time.
      2.6 You are responsible for checking the accuracy of any order that you place, and the completeness and accuracy of any specification which we may agree with you.

      3. Our Websites and Other Materials

        3.1 We are the owner or licensee of all intellectual property rights in our websites, catalogues, and any other materials that we may provide to you from time to time (works). Those works are protected by intellectual property laws and treaties around the world. All such rights are reserved.
        3.2 JOHN AND SMITH LONDON, and any related logos, are registered and/or unregistered trademarks of John and Smith Fashion.
        3.3 You must not modify any paper or digital copies of any of the works in any way, and you must not use any works, illustrations, photographs, video, audio sequences, graphics, or text in such works without our prior written consent.
        3.4 We do not guarantee that our websites, or any content on them, will always be available or be uninterrupted. Access to our websites is permitted on a temporary basis. We may suspend, withdraw, discontinue, or change all or any part of our websites without notice. We will not be liable to you if for any reason our websites are unavailable at any time or for any period. We do not guarantee that any of our websites will be secure or free from bugs or viruses.
        3.5 If you choose, or you are provided with, a user identification code, password, or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time if, in our reasonable opinion, you have failed to comply with any provisions of these Terms. Furthermore, you shall be responsible for any orders placed, or other activity undertaken, using your account or any account details, password, or security details provided to you.
        3.6 Whenever you make use of a feature that allows you to upload content to any of our websites, the following terms apply:
        3.6.1 Any contributions made by you must be accurate and must not contain any material which is defamatory, obscene, offensive, abusive, hateful, untrue, misleading, or which infringes the copyright, trademarks, or other intellectual property rights of any other person or which promotes any illegal activity or unlawful act or omission.
        3.6.2 You will be liable to us and indemnify us for any breach by you of the warranty set out in clause 3.6.1 above. If you are a consumer user, this means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
        3.6.3 Any content you upload to our websites will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute, and disclose to third parties any such content for any purpose.
        3.7 We have the right to remove any posting you make on any of our websites for any reason whatsoever.

        4. Bespoke Products

          This clause 4 only applies if you are a business.

          4.1 In the event that you require us to produce any Products to your specification, any custom-made products, or products clearly personalised, you will be required to enter into a separate agreement with us, which incorporates these Terms.

          4.2 You shall be responsible for ensuring the accuracy and correctness of any specification and of any instruction, measurements, and other information you provide to us in relation to or for the manufacture of any bespoke Products. We cannot accept the return of any bespoke Product if the fault or other loss or liability arises directly or indirectly from the bespoke specifications, for example, any uncertainties, errors, or inaccuracies in those specifications.

          4.3 You agree that you have obtained all necessary licenses, consents, and permissions required in order to commission us to supply bespoke Products to you.

          4.4 You hereby grant to John and Smith London a non-exclusive, worldwide, revocable, royalty-free license, to use and reproduce any intellectual property rights belonging to you or licensed to you, including, without limitation, in any documents, logos, specifications, designs, or other materials provided by you to us under a Contract (Customer Materials), only to the extent reasonably required to enable us to perform our obligations under the Contract.

          4.5 You warrant that our use of the Customer Materials shall not infringe the rights, including any intellectual property rights, of any third party and you shall indemnify and keep us indemnified, in full and on demand, in respect of any costs, expenses, damages, and losses including any interest, fines, legal and other professional fees, and expenses awarded against or incurred or paid by us as a result of or in connection with any claim brought against us for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the use of the Customer Materials.

          4.6 For the avoidance of doubt, nothing in these Terms assigns any of our intellectual property rights to you, including in respect of any Products or bespoke Products.

          4.7 Where you require us to produce samples or test work for you, we reserve the right to charge you a fee for such samples and test work and will agree on the amount of that fee with you in advance.

          4.8 In the event that you breach your obligations under clause 4.1 and/or clause 4.3, we may, at our discretion, reject your order or cancel the Contract. In the event that we cancel the Contract under this clause 4.8, we may charge you for any costs we may have incurred (including third-party costs) prior to the date of cancellation.

          5. How We Use Your Personal Information

            5.1 We may process your personal data for the purposes set out in our Privacy Policy, including sending you a catalogue, fulfilling any orders you make, or sending marketing communications to you. We only use your personal data in accordance with our Privacy Policy. For details, please see our Privacy Policy available at www.johnandsmithlondon.com/privacy. Please take the time to read this. If you would prefer a hard copy of the Privacy Policy, we can provide one on request. Please contact us by phone at +44 333 998 8815, by post at Yeovil Innovation Centre, Copse Road, Yeovil, UK, BA22 8RN, or by email at office@johnandsmithlondon.com.

            5.2 If you are a business customer and we process personal data on your behalf, the terms set out in Schedule 1 (Data Processing Agreement) of these Terms shall apply.

            6. Consumer Remedies for Non-Conforming Goods

              This clause 6 only applies if you are a consumer.
              6.1 We are under a legal duty to supply products that are in conformity with a Contract. See the box below for a summary of your key legal rights in relation to the product. Nothing in these terms will affect your legal rights.

              Summary of your key legal rights:
              This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information, please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

              The Consumer Rights Act 2015 says products must be as described, fit for purpose, and of satisfactory quality. During the expected lifespan of your product, your legal rights entitle you to the following:

              •   Up to 30 days: if your goods are faulty, then you can get an immediate refund.
              •   Up to six months: if your goods can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.
              •   Up to six years: if your goods do not last a reasonable length of time, you may be entitled to some money back.

                See also Clause 13.

                6.2 If you wish to exercise your legal rights to reject Products under this clause 6, you must post them back to us. We will pay the costs of postage if you are rejecting the Products and canceling the Contract because the Products are not in conformity with the Contract. Please contact us as described in clause 13 to arrange for the return of the Products. Your right to reject Products that are faulty or misdescribed under this clause 6 does not apply to bespoke Products where the fault or other loss or liability arises directly or indirectly as a result of the bespoke specifications provided by you to us.

                Citizens Advice

                Online free advice from Citizens Advice to help you find a way forward, whatever the problem. Our research enables us to campaign on issues affecting people's lives.

                7. If You Are a Business Customer

                  This clause 7 only applies if you are a business.
                  7.1 If you are not a consumer, you confirm that you have the authority to bind any business on whose behalf you place an order to purchase Products via email, telephone, or any other means (including through our website or our Sales Office).

                  7.2 These Terms and any document expressly referred to in them constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between us, whether written or oral, relating to its subject matter.

                  7.3 You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.

                  7.4 You shall not have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

                  8. How the Contract is Formed Between You and Us

                    8.1 You are responsible for ensuring the accuracy and completeness of your order before submitting it to us. Please take the time to read and check your order before submitting it.

                    8.2 Please note that a Contract will only be formed between us when we communicate our acceptance of your order, whether in writing or otherwise (Order Confirmation) or, if no Order Confirmation is given, when we dispatch your order for delivery.

                    8.3 If we are unable to accept your order or to supply you with a Product, we will inform you of this by email or otherwise and we will not process your order. If you have already paid for the Products, we will refund you the full amount within 14 days of notifying you that we are unable to accept your order or supply you with a Product. This might be because that Product is not in stock or no longer available, due to an unexpected limit on our resources, because a credit reference we have obtained for you does not meet our minimum requirements, or due to an error in the price communicated to you as referred to in clause 17.

                    8.4 A quotation for the Products given by us shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.

                    8.5 If you are a consumer and are not able to enter into a contract for any reason, e.g., if you are under 18 years old in England and Wales, then we will need to enter into the Contract with someone who is able to enter into a contract, on your behalf, e.g., a parent or guardian.

                    9. Your Right to Make Changes

                      9.1 If you wish to make a change to the Product you have ordered, please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the Product, the timing of supply, or anything else necessary as a result of your requested change, and ask you to confirm whether you wish to go ahead with the change. For the avoidance of doubt, please note that we will not be able to make a change to the Product you have ordered where you have ordered a bespoke Product.

                      10. Our Right to Make Changes

                        10.1 We may change the Product(s):

                        10.1.1 to reflect changes in relevant laws and regulatory requirements; and

                        10.1.2 to implement minor technical adjustments and improvements. These changes will not affect your use of the Product.

                        11. Our Right to Vary These Terms

                          11.1 We may revise these Terms from time to time for any reason.

                          11.2 Every time you order Products from us, the Terms in force at that time will apply to the Contract between you and us.

                          11.3 Whenever we revise these Terms, the most up-to-date version of them will be uploaded to our website and printed in the next edition of our catalogues and/or other printed materials.

                          12. Delivery

                            12.1 Your order will be delivered in accordance with the delivery options you selected when placing your order. The delivery options currently available shall be those in force at the time you place your order. For the delivery options currently available for orders placed on our website, please see www.johnandsmithlondon.com/delivery.

                            12.2 Unless you are a business customer and we have agreed that you will collect the Products from our premises as set out in clause 12.7 below, delivery will be completed when we deliver the Products to the address you gave us.

                            12.3 If no one is available at your address to take delivery, you will be provided with instructions enabling you to rearrange delivery.

                            12.4 The Products will be your responsibility (and held at your risk) from the completion of delivery.

                            12.5 If you are a consumer, you own the Products once we have received payment in full for both the Products and all applicable delivery charges.

                            12.6 If you are a business customer, title to the Products shall not pass to you until we receive payment in full (in cash or cleared funds) for the Products and any other products that we have supplied to you, together with all applicable delivery and other charges due, in which case title to the Products shall pass at the time of payment of all such sums.

                            12.7 If you are a business customer and we agree that you will collect the Products from our premises, the following terms shall apply:

                            12.7.1 You shall collect the Products within 3 business days of being notified that the Products are ready for collection.

                            12.7.2 If you fail to accept delivery of the Products within 3 business days of being notified that they are ready, then, except where such failure or delay is caused by an Event Outside Our Control or our failure to comply with our obligations under the Contract:

                            (a) delivery of the Products shall be deemed to have been completed at 9.00 am on the third business day after the day on which we notified you that the Products were ready; and

                            (b) we shall store the Products until delivery takes place and charge you for all related costs and expenses (including insurance).

                            12.7.3 If 10 business days after the day on which we notified you that the Products were ready for delivery you have not accepted delivery of them, we may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Products or charge you for any shortfall below the price of the Products.

                            13. Your Consumer Right of Return and Refund

                              This clause 13 only applies if you are a consumer.

                              13.1 If you are a consumer, you have a legal right to cancel a Contract in certain circumstances. Your rights to cancel the Contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, and when you decide to end the Contract.

                              13.2 You may have a right to cancel a Contract in the following circumstances:

                              13.2.1 If what you have bought is faulty or misdescribed, you may have a legal right to end the contract (or to get the Product repaired or replaced, or to get some or all of your money back), see clause 5.1;

                              13.2.2 If you want to end the Contract because of something we have done or have told you we are going to do, see clause 13.3; or

                              13.2.3 If you have just changed your mind about the Product, see clause 13.4.

                              13.3 If you are ending a Contract for any of the following reasons, the Contract will end immediately, and we will refund you in full for any Products which have not been provided. In the event that you have suffered any loss or other liability, you may have additional legal rights under the law:

                              13.3.1 We have told you about an error in the price of the Product, in accordance with clause 17 or description of the Product you have ordered, and you do not wish to proceed;

                              13.3.2 There is a risk that supply of the Products may be significantly delayed because of events outside our control (in accordance with clause 22.4 below);

                              13.3.3 You have a legal right to end the Contract because of something we have done wrong.

                              13.4 Please note that your right under the Consumer Contracts Regulations 2013 is to change your mind and cancel the Contract within 14 days of delivery of the Products. Our goodwill guarantee is more generous as you may cancel a Contract from the date when the Contract between us is formed as set out in clause 8. If the Products have already been delivered to you, you have a period of 30 (thirty) days in which you may cancel, starting from the day you receive the Products provided that:

                              13.4.1 The Products are unworn, unaltered, unwashed, and in a resaleable condition.

                              13.4.2 The Products are not of the type set out in clause 13.5.

                              Please note that the goodwill guarantee set out in this clause 13.4 does not affect your legal rights in relation to faulty or misdescribed Products.

                              13.5 Your right to change your mind under clause 13.4 does not apply in the case of any products which are custom-made to your specification or clearly personalized (including bespoke Products) or to any products which have been sealed for health protection or hygiene reasons (for example, certain types of PPE) and which have been opened or unsealed after delivery.

                              13.6 To cancel a Contract, please let us know by doing one of the following:

                              13.6.1 Call customer services on +44 333 998 8815 or email us at office@johnandsmithlondon.com. Please provide your name, home address, details of the order, and, where available, your phone number and email address.

                              13.6.2 By post. Print off the cancellation form annexed in Schedule 2 to these Terms, or available on request by contacting us at the contact details available on the Contact Us page on our website at www.johnandsmithlondon.com/contact-us and post it to us at Yeovil Innovation Centre, Copse Road, Yeovil, UK, BA22 8RN. Or simply write to us at that address, including details of what you bought, when you ordered or received it, and your name and address. You may wish to keep a copy of your cancellation notification for your own records. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date you sent us the email or posted the letter to us.

                              13.7 Where you cancel a Contract in accordance with these Terms, you will receive a full refund of the price you paid for the Products and our standard delivery charge if paid. However, other than where you cancel a Contract in accordance with clause 13.9, you will be responsible for any applicable delivery charges and any other costs that you may incur in returning the Products to us. We will process the refund due to you as soon as possible and, in any case, within 14 calendar days of the day on which you gave us notice of cancellation as described in clause 13.6. If you returned the Products to us because they were faulty or misdescribed, please see clause 13.9.

                              13.8 If the Products were delivered to you:

                              13.8.1 You must return the Products to us at John and Smith London Returns, Yeovil Innovation Centre, Copse Road, Yeovil, UK, BA22 8RN, together with the returns form sent to you by us with the Products or otherwise available on request by contacting us at +44 333 998 8815 or by email at returnsform@johnandsmithlondon.com, as soon as reasonably practicable;

                              13.8.2 Unless the Products are faulty or not as described (in this case, see clause 13.9), you will be responsible for the cost of returning the Products to us;

                              13.8.3 You have a legal obligation to keep the Products in your possession and to take reasonable care of the Products while they are in your possession.

                              13.9 Except where clause 7.2.1 applies, you may return the Products to us in the circumstances described in clause 6.1, in the event that the Products are faulty or misdescribed. If you have returned the Products to us under this clause 13.9, we will refund the price of a defective Product in full, any applicable delivery charges, and any reasonable costs you incur in returning the Products to us.

                              13.10 We refund you on the credit card or debit card used by you to pay.

                              13.11 As a consumer, you will always have legal rights in relation to Products that are faulty or not as described. These legal rights are not affected by the returns policy in this clause 13 or these Terms. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.

                              14. Our Right to End the Contract

                                14.1 We may end the contract for a Product at any time by writing to you if:

                                14.1.1 You do not make any payment to us when it is due, and you still do not make a payment within seven days of us reminding you that payment is due;

                                14.1.2 You do not within a reasonable time of us asking for it provide us with information necessary for us to provide the Products;

                                14.1.3 You do not within a reasonable time allow us to deliver the products to you; or

                                14.1.4 In circumstances set out in clause 4.8.

                                14.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 14.1, we will refund any money you have paid in advance for Products we have not provided but may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.

                                14.3 We may withdraw the Product. We may write to you to let you know that we are going to stop providing the Product. We will let you know at least 30 days in advance of our stopping the supply of the Product and will refund any sums you have paid in advance for Products which will not be provided.

                                15. Retention of Title

                                  This clause 15 only applies if you are a business customer.

                                  15.1 Until title to the Products has passed to you in accordance with clause 12.6 above, you shall:

                                  • 15.1.1 Store the Products separately from all other goods held by you so that they remain readily identifiable as our property.
                                  • 15.1.2 Not remove, deface, or obscure any identifying mark or packaging on or relating to the Products.
                                  • 15.1.3 Maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
                                  • 15.1.4 Notify us immediately if you become, or are reasonably likely to become insolvent, enter into bankruptcy, individual voluntary arrangement, liquidation, receivership, administration, or into a corporate voluntary arrangement as defined by the Insolvency Act 1986; and
                                  • 15.1.5 Give us such information relating to the Products as we may require from time to time.

                                  15.2 Subject to clause 15.3, you may resell or use the Products in the ordinary course of your business (but not otherwise) before we receive payment for the Products. However, if you resell the Products before that time:

                                  • 15.2.1 You do so as principal and not as our agent; and
                                  • 15.2.2 Title to the Products shall pass from us to you immediately before the time at which resale by you to your customer occurs.

                                  15.3 If before title to the Products passes to you, you become subject to any of the events listed in clause 15.1.4, or fail to pay any sums due to us by their due date for payment then, without limiting any of our other rights or remedies:

                                  • 15.3.1 Your right to resell the Products or use them in the ordinary course of its business ceases immediately; and
                                  • 15.3.2 We may at any time:
                                    • (a) Require you to deliver up all Products in your possession which have not been resold; and
                                    • (b) If you fail to do so promptly, enter your premises or those of any third party where the Products are stored in order to recover them.
                                  16. International Delivery

                                    16.1 Please note that we do not currently offer delivery services outside of the UK from our website. If you would like to place an order for delivery outside of the UK, please contact us at office@johnandsmithlondon.com or using the contact details available on the Contact Us page on our website at www.johnandsmithlondon.com/contact-us.

                                    16.2 In the event that we agree to deliver Products to you at a location outside of the UK, the following terms shall apply:

                                    • 16.2.1 Unless we otherwise agree with you in writing, you will be responsible for payment of any import duties and taxes. Please contact your local customs office for further information before placing your order.
                                    • 16.2.2 You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such law.
                                    17. Price of Products and Delivery Charges

                                      17.1 The prices of the Products will be as quoted on our website, in our catalogue, or in any other sales literature which we may provide to you from time to time. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was provided to you. However, if we discover an error in the price of Products you ordered, please see clause 17.5 for what happens in this event.

                                      17.2 Prices for our Products may change from time to time, but changes will not affect any order which we have confirmed with an Order Confirmation.

                                      17.3 In our catalogue, unless otherwise specified, our prices are exclusive of VAT. On our website, we generally specify both VAT exclusive and VAT inclusive amounts. Where any of our prices are communicated without specifying whether the price is inclusive or exclusive of VAT, the price excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. If the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.

                                      17.4 The price of a Product does not include delivery charges. Our delivery charges will be as quoted on our website, in our catalogue, or in any other sales literature which we may provide to you from time to time. The delivery options which are currently available to you in respect of orders placed on our website are set out on our website at www.johnandsmithlondon.com/delivery.

                                      17.5 We stock a large number of Products. It is always possible that, despite our reasonable efforts, some of the Products on our website may be incorrectly priced. If we discover an error in the price of the Products you have ordered, we will inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing.

                                      18. How to Pay

                                        18.1 Unless we otherwise agree in writing, you can only pay for Products using a debit card, credit card, or by cheque (if placing an order by post). We accept the following cards: Visa, MasterCard, Maestro, and American Express.

                                        18.2 Unless we agree a credit facility with you, payment for the Products, and all applicable delivery charges, is required in advance.

                                        18.3 Please contact us using the contact details available on the Contact Us page on our website at www.johnandsmithlondon.com/contact-us if you would like to discuss the possibility of arranging a credit facility.

                                        18.4 If you are a business customer and have not made any payment due to us under the Contract by the due date for payment:

                                        • 18.4.1 We may suspend or cancel future deliveries of Products.
                                        • 18.4.2 We may cancel any discount offered to you.
                                        • 18.4.3 You shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount; and
                                        • 18.4.4 We may charge you a reasonable administration fee in respect of any costs incurred by us in relation to the collection of any payment which is due to us and which you have not paid within 45 days of the due date for payment.
                                        19. Our Warranty for the Products

                                          19.1 We provide a warranty that on the date of delivery the Products shall be free from material defects. However, this warranty does not apply in the circumstances described in clause 19.2.

                                          19.2 The warranty in clause 19.1 does not apply to any defect in the Products arising from:

                                          • 19.2.1 Fair wear and tear.
                                          • 19.2.2 Wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party.
                                          • 19.2.3 If you fail to operate or use the Products in accordance with the user instructions.
                                          • 19.2.4 Any alteration or repair by you or by a third party who is not one of our authorized repairers; or
                                          • 19.2.5 Any specification provided by you.
                                          20. Our Liability if You Are a Business

                                            20.1 We only supply the Products for internal use by your business, and you agree not to use the Product for any resale purposes.

                                            20.2 Nothing in these Terms limits or excludes our liability for:

                                            • 20.2.1 Death or personal injury caused by our negligence;
                                            • 20.2.2 Fraud or fraudulent misrepresentation;
                                            • 20.2.3 Breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
                                            • 20.2.4 Defective products under the Consumer Protection Act 1987.

                                            20.3 Subject to clause 20.2, we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

                                            20.4 Our total liability to you for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for products under the Contract.

                                            21. Our Liability if You Are a Consumer

                                              21.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this Contract.

                                              21.2 We only supply the Products for domestic and private use. You agree not to use the product for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

                                              22. Events Outside Our Control

                                                22.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below.

                                                 

                                                22.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.

                                                23. Communications Between Us

                                                  23.1 When we refer to "in writing" in these Terms, this includes email.

                                                  23.2 If you are a consumer you may contact us as described in clause 1.3.

                                                  23.3 If you are a business, any notice given by you to us, or by us to you, must be in writing and addressed to the other party at its registered office or its principal place of business, or sent by email to the address provided at the outset of the Contract.

                                                  24. Other Important Terms

                                                    24.1 We may transfer our rights and obligations under these Terms to another organization, but this will not affect your rights or our obligations under these Terms.

                                                    24.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

                                                    24.3 This contract is between you and us. No other person shall have any rights to enforce any of its terms.

                                                    24.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

                                                    24.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

                                                    25. Dispute Resolution

                                                      25.1 If a dispute arises out of or in connection with this Contract or the performance, validity or enforceability of it (Dispute) then the parties shall follow the procedure set out in this clause:

                                                      • 25.1.1 Either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute.
                                                      • 25.1.2 If the parties are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.

                                                      25.2 If the Dispute is not resolved through mediation within 60 days of the initiation of the mediation or if either party fails or refuses to participate in the mediation, the Dispute shall be finally resolved by the courts of England and Wales under clause 24.9.

                                                      26. Changes to Terms

                                                        26.1 We reserve the right to revise and amend these Terms from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements, and changes in our system's capabilities.

                                                        26.2 You will be subject to the policies and Terms in force at the time that you order Products from us, unless any change to those policies or these Terms is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these Terms before we send you the Order Confirmation (in which case we have the right to assume that you have accepted the change to the Terms, unless you notify us to the contrary within seven working days of receipt by you of the Products).

                                                        27. Law and Jurisdiction

                                                          27.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

                                                          27.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their formation (including non-contractual disputes or claims).

                                                          28. Contact Us

                                                            28.1 For any questions or queries regarding these Terms or the Products, you may contact us using the information provided on our Contact Us page at www.johnandsmithlondon.com/contact-us or you may directly reach out via email at office@johnandsmithlondon.com or by phone at +44 333 998 8815.

                                                             

                                                            Schedule 1 – Data Processing Agreement

                                                            This Data Processing Agreement applies only if you are a business and only to the extent that John and Smith Fashion Ltd is acting as a data processor under your instructions.

                                                            1. DEFINITIONS

                                                              In this Data Processing Agreement:

                                                              • John and Smith Fashion Ltd (company number 12991847) trading as ‘John and Smith London’;
                                                              • Customer: the business or entity purchasing goods from John and Smith London;
                                                              • Data Controller: has the meaning given to it in the Data Protection Laws;
                                                              • Data Breach: means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed;
                                                              • Data Processor: has the meaning given to it in the Data Protection Laws;
                                                              • Data Protection Laws: means all applicable privacy and data protection laws including the General Data Protection Regulation ((EU) 2016/679) and any applicable national laws, regulations, and secondary legislation in the UK relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced, or updated from time to time, including the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003;
                                                              • GDPR: means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC as updated, superseded, or repealed from time to time;
                                                              • Personal Data: has the meaning given in the Data Protection Laws.
                                                              2. DATA PROCESSING

                                                                2.1 Where John and Smith London processes Personal Data on the Customer’s behalf, the Customer acknowledges that the Customer is the Data Controller and the owner of such Personal Data, and that John and Smith London is the Data Processor.

                                                                3. COMPLIANCE WITH DATA PROTECTION LAWS

                                                                  3.1 John and Smith London and the Customer shall comply with the requirements of the applicable Data Protection Laws.

                                                                  3.2 In respect of any Personal Data to be processed by John and Smith London in connection with its obligations to the Customer for which the Customer is Data Controller, John and Smith London shall:

                                                                  • 3.2.1 Process that Personal Data only on behalf of the Customer in accordance with the Customer’s documented instructions and to perform its obligations under this Data Processing Agreement or other documented instructions from the Customer and for no other purpose save to the limited extent required by law;
                                                                  • 3.2.2 Have in place and at all times maintain appropriate technical and organizational measures in such a manner as is designed to ensure the protection of the rights of the data subject and to ensure a level of security appropriate to the risk.
                                                                  • 3.2.3 Not engage any sub-processor, other than an Authorised Processor as set out in this Data Processing Agreement without the prior specific or general written authorization of the Customer and in the case of general written authorization; John and Smith London shall inform the Customer of any intended changes concerning the addition or replacement of other processors, thereby giving the Customer the opportunity to object (acting reasonably) to such changes. If the parties cannot resolve the objection, then John and Smith London shall have the right to terminate any agreement affected by the use of the sub-processor.
                                                                  • 3.2.4 Ensure that terms similar to those in this Data Processing Agreement are agreed with any sub-processor and that each sub-processor shall be obligated to act at all times in accordance with duties and obligations similar to those of John and Smith London under this Data Processing Agreement. John and Smith London shall at all times remain liable for the performance of the sub-processor’s obligations.
                                                                  • 3.2.5 Upon request and/or 12 months following termination or expiry of this Data Processing Agreement, destroy or return (as the Customer directs) all Personal Data and delete existing copies except to the extent that John and Smith London is required to retain a copy of the Personal Data by law;
                                                                  • 3.2.6 Ensure that all persons authorised to process the Personal Data are subject to obligations of confidentiality.
                                                                  • 3.2.7 Make available to the Customer all information reasonably necessary to demonstrate compliance with the obligations laid out in Article 28 of GDPR and this Data Processing Agreement and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer, of John and Smith London’s data processing facilities to ascertain compliance with Article 28 GDPR and this Data Processing Agreement. Such audits and inspections to be subject to the following conditions:
                                                                    • (a) John and Smith London shall be given at least fourteen (14) days’ notice prior to an audit or inspection.
                                                                    • (b) Audits and inspections shall take place during the normal business hours of John and Smith London as set by John and Smith London.
                                                                    • (c) The Customer and/or their mandated auditor shall, prior to carrying out an audit or inspection, agree to any reasonable non-disclosure agreement required by John and Smith London; and
                                                                    • (d) The Customer shall be liable for all costs in relation to such an audit or inspection.
                                                                  • 3.2.8 Immediately inform the Customer if, in its opinion, an instruction infringes Data Protection Laws.
                                                                  • 3.2.9 Taking into account the nature of the processing and the information available to John and Smith London, provide assistance to the Customer in connection with the fulfilment of the Customer’s obligation as Data Controller to respond to requests for the exercise of data subjects’ rights, to the extent applicable;
                                                                  • 3.2.10 Provide the Customer with assistance upon request in ensuring the Customer’s compliance with its obligations concerning security of processing, data breach notification, communication of a personal data breach to the data subject, data protection impact assessments, and prior consultation with supervisory authorities, to the extent applicable to the Customer, taking into account the nature of the processing and the information available to John and Smith London;
                                                                  • 3.2.11 Assist the Customer (where requested by the Customer) in connection with any regulatory or law enforcement authority audit, investigation, or enforcement action in respect of the Personal Data;
                                                                  • 3.2.12 Without undue delay, notify the Customer in writing about:
                                                                    • (a) Any Data Breach of which John and Smith London becomes aware in respect of Personal Data that it processes on behalf of the Customer.
                                                                    • (b) Any request for disclosure of the Personal Data by a law enforcement authority (unless otherwise prohibited);
                                                                    • (c) Any access request or complaint received directly from a data subject (unless authorised to do so).

                                                                  3.3 John and Smith London shall be entitled to charge the Customer a fee for carrying out its obligations in relation to paragraphs 3.2.7, 3.2.9, 3.2.10, and 3.2.11 of this Data Processing Agreement. Such fee shall cover the costs reasonably incurred by the Data Controller in complying with those obligations.

                                                                  3.4 The Customer shall indemnify John and Smith London against all liabilities, claims, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal and other professional costs and expenses) suffered or incurred by John and Smith London for which it may become liable as a result of or in connection with any failure of the Data Controller to comply with this Data Processing Agreement or the Data Protection Laws.

                                                                  4. INTERNATIONAL DATA TRANSFERS

                                                                    4.1 In respect of any Personal Data to be processed by John and Smith London pursuant to this Data Processing Agreement for which the Customer is Data Controller, John and Smith London shall not transfer the Personal Data outside the EEA or the UK to an international organisation without ensuring appropriate levels of protection, including any appropriate safeguards if required, are in place for the Personal Data in accordance with the Data Protection Laws.

                                                                    5. DETAILS OF PROCESSING ACTIVITIES

                                                                      5.1 The following table sets out the details of processing authorised by the Data Controller, as required by Article 28 of GDPR:

                                                                      Purposes for which the Personal Data shall be processed: John and Smith London will process the Customer’s Personal Data for the purposes of performing services for the Customer’s benefit, or as otherwise instructed by the Customer. This shall principally consist of processing the Customer’s Personal Data for the provision of healthcare uniforms to individual wearers (to fulfill the uniform Order) for delivery of Products and/or Services ordered.

                                                                      Description of the categories of the data subjects: Data subjects are those individuals who will utilize the Goods, being principally employees, workers, contractors, or agents of the Customer.

                                                                      Description of the categories of Personal Data: The Personal Data to be processed shall be as set out in the Order or as otherwise communicated to John and Smith London by the Customer. The Customer shall not provide Personal Data unless it is necessary for the fulfillment of the Order and shall anonymize or pseudonymize Personal Data wherever possible.

                                                                      The envisaged duration of the processing of Personal Data: Processing shall continue until termination of this Data Processing Agreement and removal of the Personal Data pursuant to paragraph 3.2.5 of this Data Processing Agreement.

                                                                      Authorised Sub-Processors: The Data Controller hereby authorises all of the current sub-processors used by John and Smith London; and The Data Controller hereby grants general authorisation for the engagement of sub-processors pursuant to paragraph 3.2.3 of this Data Processing Agreement. Information about sub-processors is available on request, and John and Smith London shall provide meaningful information in relation to the security measures employed by the sub-processors; however, the name, specific location, and other information relating to the specific identity of the sub-processor may be withheld by John and Smith London as confidential information.

                                                                      Schedule 2 – Model Cancellation Form for Consumer Customers. 

                                                                      (Print, complete, and return this form only if you are a consumer and wish to withdraw from the contract)
                                                                      To: John and Smith Fashion Ltd, Yeovil Innovation Centre, Copse Road, Yeovil, UK, BA22 8RN Email: office@johnandsmithlondon.com

                                                                      I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/for the supply of the following service [*],

                                                                      Ordered on [*]/received on [*],

                                                                      Name of consumer(s): 

                                                                      Address of consumer(s): 

                                                                      Signature of consumer(s) (only if this form is notified on paper),

                                                                      Date

                                                                      [*] Delete as appropriate