Ocado Delivery Pass (formerly "Ocado On Demand") Terms and Conditions

Please read this carefully. By purchasing an Ocado Delivery Pass membership (formerly "Ocado On Demand") on this website you are agreeing to the terms that appear below which will apply to all purchases of Ocado Delivery Pass memberships by Ocado customers.

These Terms and Conditions were most recently updated on 21st January 2010.

1 PURCHASE OF OCADO DELIVERY PASS MEMBERSHIP

1.1 This website is operated by Ocado Limited ("we", "us" or "our"). Purchase and use of the Ocado Delivery Pass are governed by these Terms and Conditions, Ocado's standard Terms and Conditions of purchase and its Privacy Policy.

1.2 The Ocado Delivery Pass is only available to end consumers 18 years or older using Ocado for private use and is not available for Business Customers, legal entities or for customers who purchase items for business use or for the purpose of resale.

1.3 You must have an Ocado account to sign up for and use the Ocado Delivery Pass. We reserve the right to accept or refuse membership at our discretion. Your contract for your Ocado Delivery Pass will begin once you receive email confirmation of your Ocado Delivery Pass membership. You may not transfer or assign your membership or the benefits of such membership.

2 MEMBERSHIP FEE, CANCELLATION AND RENEWAL

2.1 The Ocado Delivery Pass membership fee will be the fee displayed on the Ocado website at the time the customer purchases their Ocado Delivery Pass membership or when the customer's membership is renewed. This fee is non-refundable except as expressly set out below.

2.2 You have the right to change your mind and cancel your Ocado Delivery Pass membership within 7 working days (counted from the day after the acceptance of your membership is confirmed) provided you have not used your membership in that time. If you do decide to cancel you must do so by sending an e-mail to memberships@mailocado.com, and we will issue you with a full refund for the cost of the membership.

2.3 If you have purchased an Ocado Delivery Pass using a special offer voucher (giving money off your grocery order on condition that you simultaneously purchase an Ocado Delivery Pass) and you subsequently cancel your membership, we will issue you with a refund equal to the cost of the membership less the value of the special offer voucher redeemed. The same 7-day time period and non-usage restriction set out in clause 2.2 continue to apply.

2.4 You are not entitled to cancel your Ocado Delivery Pass membership once this cooling-off period has expired or if you have received a delivery using your membership.

2.5 Your Ocado Delivery Pass annual membership will be automatically renewed for 12 months on the same date in the first and any following membership years (automatic renewal does not apply to 3 month and 6 month memberships or annual memberships purchased before (and not including) 14 October 2008). We will contact you by email to remind you of this 28 days prior to the relevant renewal date. Unless you notify us before renewal that you wish to cancel your membership or do not want to automatically renew, you understand that your membership will automatically renew and you authorise us to collect the then-applicable membership fee from the payment card we have on record for you. Your initial sign up to purchase an Ocado Delivery Pass is an authorisation for us to use this payment card.

2.6 If, before renewal, you decide to cancel your Ocado Delivery Pass annual membership or that you do not want to automatically renew, please call our call centre on 0845 399 1122.

2.7 If you are a member of a monthly Ocado Delivery Pass membership scheme with a minimum term, then your Ocado Delivery Pass monthly membership will be automatically renewed each month over the minimum term offered by Ocado to you (the "minimum term") and beyond, as applicable, in accordance with clause 3.2 below. Following the end of the minimum term, your Ocado Delivery Pass monthly membership will be automatically rolled over and renewed on a month-to-month or quarterly basis unless you notify us that you wish to cancel your membership. This can be done by calling our call centre on 0845 399 1122. If you are a member of a monthly or quarterly Ocado Delivery Pass membership scheme with no minimum term, then your membership will be automatically renewed on a rolling month-to-month or quarterly basis unless you notify us that you wish to cancel your membership by calling the number noted above. We will use the payment card we have on record for you to collect the applicable monthly or quarterly membership fee (whether throughout any minimum term and beyond, as applicable, or on a rolling month-to-month or quarterly basis if no minimum term applies). Your initial sign up to purchase an Ocado Delivery Pass is an authorisation for us to use this payment card. Please note that in order for your membership to be automatically renewed each month or quarter (as the case may be), we must have on record for you a payment card to which we can successfully charge the applicable monthly or quarterly renewal fee. Otherwise, clause 4.4 shall apply.

2.8 Ocado reserves the right to change the membership fee for future renewals or memberships from time to time. In the case of Ocado Delivery Pass annual memberships that are subject to a minimum 12 month term and Ocado Delivery Pass monthly memberships that renew each month over a minimum term, any fee changes will not take effect until the end of the relevant minimum term and Ocado will contact you by email giving you 28 days notice of any change in fees before they go into effect. In the case of Ocado Delivery Pass memberships with no minimum term, Ocado will contact you by email giving you 28 days notice of any change in fees before they go into effect. Your continued membership in any of the Ocado Delivery Pass membership schemes after we change the membership fees constitutes your acceptance of these changes and the payment card we have on record for you will be used to collect the new membership fee. If you do not agree to any fee changes, then you must cancel your membership by calling our call centre on 0845 399 1122.

3 MEMBERSHIP BENEFITS

3.1 For payment of an upfront fee, an Ocado Delivery Pass membership entitles a customer to receive unlimited deliveries from Ocado for the length of membership selected and only on the days specified in their membership scheme (as applicable) without paying any additional delivery charges (subject to the Christmas delivery restrictions and fair use policy set out below). However, all orders must still meet any minimum purchase order requirements set out in Ocado's Terms and Conditions of Purchase and there is a limit of one delivery per day.

3.2 The period of use for an Ocado Delivery Pass membership begins on the day that Ocado confirms that a customer's membership has been activated, and expires:

• For annual memberships purchased before (and not including) 14 October 2008, on the day before the date you originally purchased your membership
• For a 6 month membership, 184 days later

As mentioned above, all Ocado Delivery Pass annual memberships purchased after 13 October 2008 shall be automatically renewed on the same date in the first and any following membership years (subject to clause 2 above). Further, all Ocado Delivery Pass monthly memberships with a minimum term shall be automatically rolled over at the end of the minimum term and renewed on a month-to-month basis (subject to clause 2 above). Monthly renewals in respect of all Ocado Delivery Pass monthly and quarterly memberships (whether or not such memberships are subject to a minimum term) shall take place on the same date in each month ("Original Renewal Date") unless such a date does not exist. If this is the case, then the renewal date will become the previous available calendar day in the next applicable month. This date change will only apply to those months in which the Original Renewal Date does not exist. 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 of a month.

3.3 Orders already placed when the membership is activated will be subject to Ocado's delivery charges applicable at that time unless the delivery slot is changed once the membership has been activated (in which case the order shall not be subject to any additional delivery charge). All deliveries will be subject to Ocado's normal delivery policies which means (i) a limited number of delivery slots are available on each day and (ii) deliveries may not be available on designated days including but not limited to some public holidays. Your Ocado Delivery Pass membership does not guarantee a delivery slot; it means that if a delivery slot is found on the Ocado slot booking page, there will be no additional delivery charge for that slot.

3.4 The following members shall receive priority access entitling them to book Christmas delivery slots during a Christmas delivery period before the slots are released generally to all Ocado customers for booking; all 6 monthly and annual Ocado Delivery Pass members as well as members that have purchased Ocado Delivery Pass monthly memberships (whether or not such memberships are subject to a minimum term) that became an Ocado Delivery Pass member (which shall include any trial membership) before (and not including) 23rd November 2009 and who are Ocado Delivery Pass members at the time of release of Christmas delivery slots. Please note that Ocado reserves the right to limit the number of Christmas delivery slots an Ocado Delivery Pass member may book. Further, Ocado Delivery Pass members will not be guaranteed Christmas delivery slots (just as they are not guaranteed delivery slots throughout the rest of the year). Ocado Delivery Pass members should be aware that Christmas delivery slots are reserved extremely quickly and Ocado disclaims all liability in the event that an Ocado Delivery Pass member is not able to obtain a Christmas delivery slot. The Christmas delivery period is from 20 December to 24 December inclusive.

3.5 During a Christmas delivery period, annual Ocado Delivery Pass members as well as members that have purchased Ocado Delivery Pass monthly memberships (whether or not such memberships are subject to a minimum term) will be entitled to 1 Christmas delivery slot at no extra charge, provided such members are still members at the time of release of the Christmas delivery slots and became a member (which shall include any trial membership) before (and not including) 11 May 2009. If more than 1 delivery slot is booked for delivery in this period, the first booked delivery slot will be delivered at no extra charge but all additional deliveries will be subject to Ocado's delivery charges applicable at that time. If you became an Ocado Delivery Pass member (which shall include any trial membership) on or after 11 May 2009, then membership will not entitle you to 1 Christmas delivery slot at no extra charge and all such deliveries during this period will be subject to Ocado's delivery charges applicable at that time.

3.6 Delivery may be made to any of your addresses specified by you in the "Details & Settings" section of your account on the Ocado website. You must notify us if you move home so that we can ensure that deliveries are made to the correct address.

3.7 Ocado Delivery Pass membership is covered by a fair usage policy as set out below:

• The membership may only be used by the named account holder and is not transferable; and
• You must be, and Ocado reserves the right to request proof that you are, associated with your delivery address(es) i.e., the address is a temporary or permanent home or work address, and not the address of a friend or relative.

3.8 Ocado will issue Ocado Delivery Pass members with regular emails providing members with information about their usage of the Ocado Delivery Pass service.

3.9 Ocado reserves the right to change or withdraw your membership benefits (or any element of them) at any time. For those memberships with a minimum term, such changes will not take effect until the end of the relevant minimum term and we will contact you by email giving you 28 days notice of any such changes. In the case of memberships with no minimum term, Ocado will contact you by email giving you 28 days notice of any change to your membership benefits before they go into effect. If you feel that a change in your membership benefits is to your disadvantage, then please contact our call centre on 0845 399 1122. Otherwise, your continued membership after we notify you shall constitute your acceptance of these changes and you acknowledge that your right to these benefits will cease at the end of the notice period. Ocado will not be liable for any losses resulting from any changes to, or termination or withdrawal of, any Ocado Delivery Pass membership benefits.

4 TERMINATION

4.1 Ocado reserves the right to monitor usage of the Ocado Delivery Pass service and to terminate such membership (upon notice) if it believes, in its sole discretion, that:

• the membership is being used in breach of the fair usage policy;
• if a customer is in breach of any other of the terms and conditions relating to the Ocado Delivery Pass or the Ocado Terms and Conditions of Purchase; or
• an Ocado Delivery Pass member has engaged in conduct that involves fraud or misuse of an Ocado Delivery Pass membership or is harmful to our interests.

In the case of such termination by Ocado, no refund will be given.

4.2 If orders are not paid for in full or a customer's bank declines payment on a customer's bank card and as a result money is owing to Ocado, then Ocado reserves the right to suspend the customer's ability to place further orders on the Ocado website until such time as the outstanding balance has been paid in full. In this event, the Ocado Delivery Pass member will forfeit the use of their Ocado Delivery Pass membership for the period of the suspension and shall not be entitled to receive a refund of the membership fee or an extension to the duration of their membership.

4.3 In respect of Ocado Delivery Pass annual memberships, you understand that if the payment card we have on record for you is unavailable (in that we cannot successfully charge the then-applicable membership and/or renewal fee), we may immediately terminate your Ocado Delivery Pass membership or not renew your membership (as the case may be). This means all subsequent orders placed will be subject to Ocado's delivery charges applicable at that time.

4.4 In respect of all Ocado Delivery Pass monthly and quarterly memberships (whether or not such memberships are subject to a minimum term), you understand that if the payment card we have on record for you is unavailable (in that we cannot successfully charge the applicable monthly or quarterly renewal fee), or if we don't have any stored payment card details for you, then your membership shall be automatically suspended. Your membership shall not become active again until you change or update your payment card details to a card that can successfully be charged the applicable monthly or quarterly renewal fee. If your membership is suspended and you are a member of a monthly Ocado Delivery Pass membership scheme with a minimum term, then your monthly renewal dates over the minimum term and beyond, as applicable, will remain the same when your membership becomes active again. The monthly and quarterly renewal dates for those members of monthly and quarterly Ocado Delivery Pass membership schemes with no minimum term that are suspended under this clause will also remain the same.All subsequent orders placed following any such suspensions will be subject to Ocado's delivery charges applicable at that time.

4.5 Our failure to insist upon or enforce your strict compliance with these Terms will not constitute a waiver of any of our rights.

4.6 Subject to clause 3.9, Ocado reserves the right to make improvements or changes to these Terms and Conditions at any time (including without limitation the correction of errors, omissions, inaccuracies or ambiguities and to meet legal or regulatory requirements). If we make any material changes then we will contact you by email giving you 28 days notice of any such changes. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.