and constitute the entire agreement between Us and any Client or Supplier in relation to Your use of Our Site. In the event of any conflict between these User Terms and any other agreement, these User Terms shall prevail.
Please read these User Terms carefully and make sure that You understand them, before registering to Use Our Site as either a Client or a Supplier. By registering to use Our Site You agree to be bound by these User Terms (as in force and updated from time to time) in relation to the promotion, solicitation or supply of Supplier Services and related deliverables pursuant to the terms of any resulting Services Contract in relation to the relevant Project via Our Site.
It is important that You read and understand these User Terms and any documents referred to in them (which also govern Your use of Our Site). You should either print off copies of these documents or save a copy of them to Your computer for future reference. We have the right to amend these User Terms from time to time in Our sole discretion.
Every time You wish to Use Our Site as a Client or Supplier, please check these User Terms to ensure You understand the User Terms and any changes made to them, which shall take effect when posted on Our Site and which shall be incorporated into these User Terms apply to Your use of Our Site at the relevant time.
These User Terms, and any contract with Us in relation to Your use of Our Site, are only in the English language. By registering on Our Site as either a Client or a Supplier, You agree to accept and be bound by these User Terms.
Our Site is operated by JamPan Learning Limited ("We"). We are a limited company registered in England and Wales under company number 08883684 and have Our registered office at 4 Crag Avenue, Bury England BL9 5NZ.
By registering on Our Site, You acknowledge that We shall provide Our services via Our Site in reliance upon the information which You provide to Us.
By registering to use Our Site and using Our Site as either a Client or a Supplier, You warrant and represent that:
Users of Our Site may provide a business name or a company name, which is to be associated with their Account. Users acknowledge and agree that where a business name or company name is associated with their Account, these User Terms constitute a contract with the User as an individual (rather than any related business or company) and Users remain solely responsible for all activity undertaken in respect of their Account.
You shall indemnify Us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Us arising out of or in connection with Your use of Our Site or any breach of these warranties or these User Terms. This indemnity shall apply whether or not You have been negligent or at fault.
You agree that We may display Your company or business name, logo, images or other media, and public description of Your Projects and profile and/or other marketing materials on Our Site, except where You have explicitly requested that We do not do so.
Clients must complete an initial form on Our Site providing details of their requirements in relation to a Project, outlining any requirements in relation to budget (whether fixed, unknown, based on a range or day rate), timescales, testing and performance criteria or provide Us directly by email to provide, as a minimum, this information and any other information which We may reasonably request in relation to the Project to allow Suppliers to respond (“Project Brief”). We shall then review the information submitted by the Client within the Project Brief and contact them to ensure that it is comprehensive, before final details of the Project are posted to Our Site for Suppliers to respond accordingly. We will not accept any liability for losses suffered either by a Client or Supplier in relation to a Project or the content of any Project Brief.
Suppliers may apply to register to Use Our Site to provide proposals in relation to Projects and to seek to enter into Services Contracts with Clients by completing the relevant form and providing basic information in relation to their business, the Supplier Services and related deliverables which they provide, in addition to examples of their previous work and any awards which they may have won in relation to their work.
After the relevant registration form has been completed and their application to use Our Site submitted, We shall contact the relevant Client or Supplier to inform them whether or not their application has been successful – please note that We are under no obligation to accept any application by a Client or Supplier to register to Use Our Site, or to provide details or any information provided to Us for display on Our Site onto any User, and Our decision in that regard shall be final and at Our sole discretion.
Suppliers may then provide information providing details as to how they would propose to deliver Supplier Services and related deliverables in respect of the Project to solve any identified learning or performance needs and criteria, based on the Project Brief (“Proposal”). Suppliers may submit their Proposal in any format specified by the Project Brief.
The Client shall then, solely via Our Site as opposed to via any direct contact with a Supplier via email, telephone or otherwise, review any replies submitted by Suppliers to the Project Brief, where necessary contact relevant Suppliers directly to obtain further information, and decide in their sole discretion which Proposal to accept and which Supplier they wish to enter into a Services Contract with to provide Supplier Services and related deliverables in relation to the Project by informing that Supplier through Our Site.
Upon the Client’s acceptance of the relevant Supplier’s Proposal relating to the Project, the Client shall enter directly into a Services Contract with the relevant Supplier on the basis of any relevant contractual terms (whether provided by the Client or Supplier) in force from time to time, save in relation to any dispute in relation to the delivery of Supplier Services and related deliverables relating to the Project, in which case any such dispute shall be referred to Us for attempted informal resolution prior to any reference to any term of the relevant Services Contract dealing with dispute resolution or the termination of any Services Contract for breach.
Please note that You are solely responsible for ensuring compliance with Your obligations to Clients or Suppliers in relation to any Project, Supplier Services and related deliverables and the terms of any related Services Contract. If You do not comply with these obligations, You may become liable to that Client or Supplier, You must ensure that You are aware and remain aware of any relevant legal obligations and remedies relevant to You as a Client or Supplier in respect of any Services Contract. If either a Client or Supplier breaches any obligation to You, pursuant to the terms of any Services Contract or otherwise, You are solely responsible for enforcing any related rights or remedies and We will have no responsibility for doing so.
Clients and Suppliers acknowledge and agree that the relationship between them pursuant to the terms of any relevant Services Contract is that of an independent contractor, and that nothing in these User Terms shall in any way be construed as forming a joint venture, partnership or employment relationship between them or their staff (as the case may be).
In consideration of the services which We provide and their submission of a Project to Our Site, the Client shall pay to Us a fee equivalent to 10% of the total sum agreed as being payable to the Supplier by the Client in respect of the relevant Services Contract, whether relating to a Project or otherwise (“Fee”), regardless of whether or not the total sum payable to the Supplier by the Client is payable by way of instalments under the User Terms of the relevant Services Contract.
For the avoidance of doubt, the final decision in respect of the selection of any Proposal and entering into any Services Contract with a Supplier shall be made by the Client in their sole discretion. We accept no liability in relation to the Client’s ultimate choice of which Proposal they may select and make no warranty that any Proposal shall be more suitable than any other or proceed to acceptance by the Client. No warranty, either express or implied, is given by Us as to the suitability of the Supplier or the Proposal for the purposes of the Client or as to the accuracy of any information submitted as part of a Proposal.
All information given to a Client by Us in relation to a Proposal or Supplier is given in good faith and in reliance of information given to Us by the Supplier. It shall be the responsibility of the Client to take such steps as are necessary to satisfy itself of the ultimate suitability of the Proposal and the Supplier to its needs and to verify the accuracy of the information supplied by or any statement made by the Supplier. The Client is strongly advised to make their own enquiries as to the capabilities of the Supplier before entering into any Services Contract with them.
Please note that We accept no liability to any Supplier in the event of late payment of any fees payable by a Client under the terms of any Services Contract relating to the Project, or in respect of the performance of Supplier Services or the supply of related deliverables pursuant to that Services Contract by the relevant Supplier, whether or not any dispute in that regard has been referred to Us or to any other third party for resolution. We shall not be liable to the Client in relation to the Supplier Services or any related deliverables provided by the Supplier thereunder to the fullest extent applicable by law.
You may close Your Account at any time, subject to Your not having any outstanding Projects on Our Site and resolving any outstanding issue in respect of Your relationship with Us or in respect of any payment to a Supplier via Our Site.
Our Site is an online platform for the posting and acceptance of Projects by Clients and Suppliers.
You acknowledge and accept that We do not source or deliver Supplier Services or related deliverables and shall not be liable in contract, tort or otherwise for any loss, expense or damage suffered by a Client or Supplier arising from or in any way connected with Our introduction of them to each other and the performance of any Services Contract or from Our failure to introduce a Client or Supplier to each other for the purposes of entering into a Services Contract in relation to a Project.
Notwithstanding the above, to the fullest extent permitted by law, We exclude all warranties, conditions and other User Terms implied by statute or common law from Your contract with Us arising from Your use of Our Site and Your entering into any Services Contract.
Nothing in these User Terms shall limit or exclude Our liability for death or personal injury caused by Our negligence, or the negligence of Our employees, agents or subcontractors or fraud or fraudulent misrepresentation
The User Terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
You authorise Us, directly or through third parties, to make any inquiries We consider necessary to validate Your identity. You must, at Our request: (1) provide further information to Us, which may include Your date of birth and other information that will allow Us to reasonably identify You; (2) take steps to confirm ownership of Your email address or financial instruments; or (3) verify Your information against third party databases or through other sources.
You must also, at Our request, provide copies of identification documents (such as Your drivers' licence or passport). We may also ask You to provide photographic identification.
We reserve the right to close, suspend, or limit access to Your Account, or Our Site in the event that We are unable to obtain or verify to Our satisfaction the information which We may request to verify Your identity.
Our own verification checks notwithstanding, We cannot and do not confirm the purported identity of any Client or Supplier, not do we carry out any checks pursuant to the Money Laundering Regulations 2007 on behalf of our users. Any information relating to a Client or Supplier provided through Our Site is based solely on data that the relevant Client or Supplier submits, and We provide such information solely for the convenience of the relevant Users, which does not constitute any endorsement or recommendation by Us.
Our Site and all content and information on it is provided on an 'as is', 'with all faults' and 'as available' basis and without any express or implied warranty of any kind in respect of any Client, Supplier or any associated Supplier Services or related Deliverables.
This clause shall survive termination of any contract with Us arising from Your use of Our Site.
Any and all payments from a Client to a Supplier in relation to a Services Contract shall be paid directly to Us solely via Our Site, which shall also include the relevant Fee payable to Us in consideration of the relevant Client’s Use of Our Site as set out above. We will be responsible for each and every financial transaction between Clients and Suppliers and make any and all payments to Suppliers relating to any and all relevant Services Contracts and related deliverables. You acknowledge and agree that We may seek to verify Your identity or request additional information from You as part of obligations in relation to the Money Laundering Regulations 2007 prior to receiving or making any payment in relation to Your use of Our Site or in respect of any Services Contract.
You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable. These taxes will be added to fees billed to You, if applicable.
The Fee shall be payable to Us immediately where any Client and Supplier enter into a Services Contract (whether in relation to a Project or otherwise). For the avoidance of doubt, should a Client or Supplier enter into a Services Contract on more than one occasion and in relation to more than one Project, the Fee shall be payable where any such Services Contract is entered into within 24 months of the Client’s provisional acceptance of the last such Proposal.
Please note that Our Fee is nonrefundable, and that any dispute between any Client and Supplier in relation to any proposed refund must be resolved between them directly and in accordance with the terms of the relevant Services Contract.
Any Fee payable by the Client to Us shall be exclusive of VAT, and is not contingent upon the successful delivery of Supplier Services or related deliverables by the Supplier in accordance with the User Terms of the relevant Services Contract.
In the event of any suspected criminal activity relating to any funds paid to Us or submitted for payment to the relevant Supplier (including, but not limited to fraud) or if We do not receive payment from a Client by the date it becomes due or determine (in Our sole discretion) that You have breached any of these User Terms, We reserve the right to suspend all services in relation to Our Site either until the relevant breach is remedied (if capable of remedy) or until receipt of payment (as the case may be) and shall be entitled to charge interest on a daily accrual basis of 4% per annum above the base rate from time to time of Barclays Bank on any sums due but not paid by the Client, from the date payment became due until the actual date of payment, without prejudice to any of Our other rights. In addition, the Client shall indemnify Us and reimburse Us for all costs, losses, damages and expenses reasonably incurred by Us as a result of the Client’s delay or failure in payment and in the collection of such overdue payments.
Our Site is primarily directed to Users residing in the United Kingdom. We do not represent that content or information available on or through Our Site is appropriate or available in other locations. We may limit the availability of Our Site to any User or geographic area at any time. If You choose to access Our Site from any location outside the United Kingdom, You do so at Your own risk.
Applicable laws require that some of the information or communications which We send to You must be in writing. When Using Our Site, You accept that communication with Us shall be mainly electronic. We shall contact You by email or provide You with information by posting notices on Our Site. For contractual purposes, You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that We provide to You electronically comply with any legal requirement that such communications be in writing.
All notices given by You to Us must be given to Us at hello@jampan. com We shall give notice to You at the email or postal address You provide to Us when You register to Use Our Site. Notice shall be deemed received and properly served immediately when posted on Our Site, 24 hours after an email is sent, or three days after the date of posting of any letter. In proving the service of any notice, it shall be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
By Using Our Site and registering as either a Client or Supplier, You hereby consent to receive notices, communications and information from Clients and Suppliers in relation to Projects) in respect of Our Site by electronic communication, and to Our making Your contact details (and those of any individual referred to in any information posted by You on Our Site) available to Clients and Suppliers so that they may contact You directly. You may withdraw this consent at any time in accordance with the Data Protection Act 1998, but if You do so We may choose to suspend or close Your Account.
For the purposes of any contract with Us arising from Your use of Our Site, “Force Majeure Event” means an event beyond Our reasonable control including but not limited to strikes, lockouts or other industrial disputes (whether involving Our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
We shall not be liable to either Clients or Suppliers as a result of any delay or failure to perform Our obligations under any contract arising from their Use of Our Site as a result of a Force Majeure Event.
If a Force Majeure Event prevents Us from providing any of Our services via Our Site for more than 3 Weeks, We may, without limiting its other rights or remedies, have the right to terminate any such contract immediately by giving written notice to the Client or Supplier.
Failure by any party to exercise or enforce any right conferred by these User Terms shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or any other right on any other occasion.
If a dispute arises out of or in connection with these User Terms or the performance, validity or enforceability of them (Dispute) then 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. If the parties are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be finally resolved by the English Courts.
These User Terms and any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with them or their subject matter shall be governed and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts for all purposes in connection with these User Terms.
No variation or alteration of these User Terms shall be valid unless agreed in writing by Our authorised representative.
These User Terms are personal to Clients and Suppliers, and they shall not be entitled to assign or transfer or purport to assign or transfer any of their rights under these User Terms and further shall not be entitled to subcontract any of their obligations under these User Terms without the prior written consent of a director of the Company.
All parties agree that these User Terms shall not be enforceable by a third party by virtue of the Contracts (Rights of Third Parties) Act 1999, and these User Terms or any agreement to which they are applicable can be rescinded or varied by written agreement between the parties without the consent of any such third party. For the purposes of this clause a third party means any person who is not a party to these User Terms.
In the event that any of these User Terms is determined invalid, unlawful or unenforceable to any extent, it shall be severed from the remainder of these User Terms which shall continue to be valid to the fullest extent permitted by law.
These User Terms and any documents expressly referred to in them represent the entire agreement between You and Us in relation to the subject matter of any contract with Us arising from Your use of Our Site and supersede any prior agreement, understanding or arrangement between Us, whether oral or in writing. You and We each acknowledge that, in entering into any contract as a result of Your use of Our Site, neither has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between Us prior to such Contract except as expressly stated in these User Terms.
Neither We or You shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any contract arising from Your use of Our Site (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these User Terms.
References in these User Terms to the singular include the plural and vice versa.
References in these User Terms to a gender shall be construed as referring to any gender.
The headings in these User Terms are inserted for convenience only and shall not affect its construction.
References in these User Terms to a statute include any modification, amendment or reenactment of that statute.
If You have any questions about these User Terms or wish to report any breach of them, please contact Us by email at: hello@jampan. com