Information About These User Terms.


These terms (together with Our Privacy Policy, Cookie Policy , Acceptable Use Policy and Terms of Use), provides information about Us and the legal terms and conditions (“User Terms”) on which You (any individual or business, whether a Client or Supplier as defined below) visiting or Using www.jampan.com (“Our Site”)) may:

  • as a User investigating and purchasing services or related deliverables (“Supplier Services”) from Suppliers (“Client”), post and promote details of elearning and any other projects on Our Site, details of which a Client wishes to promote via Our Site and in relation to which that Client wishes to solicit input from agencies and freelancers and related Supplier Services and related deliverables (“Projects”) as Suppliers with a view to retaining their services and purchasing completed work from them (subject to these User Terms);
  • as a freelancer (either as an individual or through a limited company) or agency (as a limited company or partnership) (Supplier), submit proposals to work on a Project and Provide Supplier Services and related deliverables in respect of Projects to Clients;
  • as a Client or Supplier (see below) register for an account to Use Our Site to either promote the details of Projects or to submit proposals to supply Supplier Services and related deliverables in respect of such Projects to Clients (“Account”).

These User Terms (and the documents referred to within them) shall apply to:

  • Your use of Our Site as a Client to investigate, communicate with and enter into a contract with Jam Pan to purchase Supplier Services and related deliverables as part of the delivery of a Project or otherwise for the provision of Supplier Services and related deliverables as a result of the relevant Supplier being introduced to the relevant Client via their respective Use of Our Site (Services Contract); and to
  • Your use of Our Site as a Supplier to enter into a Contract with Jam Pan for the provision of Supplier Services and related deliverables.

These terms 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.

We reserve the right to update these Terms and notify you to accept new Terms as they become available.

Information About Us.


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 16 Blackfriars 16 Blackfriars Street Salford M3 5BQ.
Purpose of this Site

Jampan.com is a marketplace where Clients and Suppliers (either freelancers or agencies/businesses), collectively “users”, can post service requirements, search and select Suppliers to deliver services, and contract for the provision of those services. Subject to these Terms, Jam Pan provides the Site Services to Users, including hosting and maintaining the Site, enabling the formation of Service Contracts with Jam Pan, and coordinating disputes related to those Service Contracts. If Users agree on terms for Freelancer Services, a Service Contract is formed directly between Jam Pan and those Users, either clients or suppliers.

Your Status.


By registering on Our Site, You acknowledge that We shall provide Our services via Our Site or through Your direct contact with us 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:

  • You are legally capable of entering into a contract with Us and (in respect of any Supplier Contract) with either a Supplier or Client;
  • You are (in the case of Suppliers who are individuals or who provide Supplier Services and related deliverables through a limited company, as opposed to as an employee of an agency) at least 18 years old;
  • Any information which You provide to Us through Your use of Our Site is correct and complete;
  • You are the sole legal and beneficial owner or licensor of, and own or licence all the rights and interests in, any content which You upload to Our Site;
  • You are unaware of any infringement or likely infringement of any third party intellectual property rights as a result of Your uploading of any content to Our Site
  • Any content which You upload to Our Site is Your original work and has not been copied wholly or substantially from any other source.
  • Any representations You as a Client or Supplier make to another party via our Site are Your own responsibility, and Jam Pan will have no liability for the accuracy of your representations.

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.

Your Account
You are solely responsible for ensuring the security of your Jam Pan account passwords. You are solely responsible for any use or action taken through the use of such passwords on our Site. You must notify Jam Pan support at hello@jampan.com immediately if you suspect that any of your passwords have been lost or stolen, or if the security of your account or our site has been otherwise compromised.

How Contracts are formed between Us, Clients and Suppliers.


For Clients:
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.

For Suppliers:
Suppliers may apply to register to Use Our Site to provide proposals or responses in relation to Projects and to seek to enter into Services Contracts with Us to Provide Services To our 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.
For both parties:
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 unless authorised by Jam Pan, 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. Any attempt to circumvent or otherwise contract directly with a client or supplier will be bound by our circumvention policy detailed below.

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 Jam Pan to purchase services from 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. Contact support@jam-pan.com for any questions in relation to disputes or queries around contracts.

Form of Contract Between Jam Pan and Clients: On Selecting a Supplier, Clients must enter into a Contract with Jam Pan, and Jam Pan contracts with Your Chosen Supplier to provide services to The Client. These terms constitute that contract, with a Statement of Work (SOW) appended at time of agreement of the Project. This Statement of Work shall detail

The project scope and description
The supplier undertaking the work
The project timeline
The total value of the project, either on a fixed cost or day rate basis
Any other requirements for the project.
The Client will Complete this Statement of Work and both the Client and Supplier will accept the statement of work before proceeding with the Project.

Form of Contract Between Jam Pan and Suppliers: On being selected by a Client to provide services, Suppliers must enter into a contract with Jam Pan to supply services to its Client(s). The detail of the Supplier Agreement is included at Appendix 1.

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).

Payment and Fees.


CLIENT FEES
No Fee is Charged to Clients for registering on Our Site, posting Projects on Our Site or for Introduction to or selection of Suppliers. We collect our Fee from Suppliers.
Clients can opt to Purchase Jam Pan Pro or Enterprise Support Services for additional fees. These are negotiated on the basis of the scope of support work required. More detail is available on our website for these services or by contacting hello@jam-pan.com

SUPPLIER FEES:
In consideration of the services which We provide and the introduction of our Suppliers to Clients, the Supplier shall pay to Us a fee based on the total sum agreed as being payable to the Supplier by the Client in respect of the relevant Services Contract, and based on the total value of contracts awarded via Jam Pan to the Supplier in the 12 month period (the Term).

The Fee Scale charged to Suppliers on a stepped basis for value of work awarded in total across all Jam Pan contracts in a 12 month period resetting March 1st each year as follows:

For Agencies (not individual freelancers):
First £50,000: 18% of this amount
Next £50,000: 15% of this amount
Next £100,000: 12% of this amount
Next £200,000: 10% of this amount
Values exclude VAT.

Example:
If you as an agency supplier are awarded £125,000 of work through the Jam Pan site in a 12 month period from March 1 2018 – Feb 28 2019, your fee to us would be as follows

Value of work: 50,000
Scale: first 50,000
Rate: 18%
Fee 9000

Value of work: 50,000
Scale: next 50,000
Rate: 15%
Fee: 7500

Value of work :25,000
Scale Next 100,000 applied to balance
Rate: 12%
Fee: 3,000

125,000 total value of work
19,500 total fee

Jam Pan will automatically subtract the relevant Fee from the contract value when the Client makes a payment to Jam Pan and then pay the Supplier the balance net of the fee.

I.e. for a client contract of 50,000, the payment from Jam Pan to the supplier would be 50,000-9,000 = 41,000.
For Freelancers (individuals not acting as agencies)
First £20,000: 18% of this amount
Next £20,000: 15% of this amount
Next £20,000: 12% of this amount
Next £40,000: 10% of this amount
Values exclude VAT.

Example:
If you as a freelancer supplier are awarded £55,000 of work through the Jam Pan site in a 12 month period from March 1 2018 – Feb 28 2019, your fee to us would be as follows
value of work
Scale
Rate
Fee

Value of work: 20,000
Scale: first 20,000
Rate: 18%
Fee: 3600

Value of work: 20,000
Scale: next 20,000
Rate: 15%
Fee: 3000

Value of work: 15,000
Scale: next 20,000 applied to balance
Rate: 12%
Fee: 1,800

55,000 total value of work
8,400 total fee to Jam Pan

Jam Pan will automatically subtract the relevant Fee from the contract value when the Client makes a payment to Jam Pan and then pay the Supplier the balance net of the fee.

This Fee applies whether relating to a Project or otherwise and 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.

Jam Pan reserves the right to amend this fee scale and structure at any time.
Jam Pan will not amend this fee scale or structure for any live project where project value and related fees have already been agreed.

For the avoidance of doubt, a “freelancer” is classified as an individual not acting as part of an agency, company or other group.
An agency is any company that is not an individual or sole trader. Jam Pan reserves the right to classify you appropriately according to these terms.

Payment of Fees
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 and the terms our Contract with Supplier and Client, 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 see our non circumvention clause below.

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.

Jam Pan Learning Limited understand and will exercise our statutory right to charge interest at a rate of 8% over the Bank of England base rate under the Late Payment of Commercial Debts (interest) Act 1988, if we are not paid according to agreed credit terms.

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.

SUPPLIER ADVANCE PAYMENT OPTION:
Jam Pan will pay suppliers in line with the payment terms agreed with its end client, i.e. if client pays Jam Pan 30 days after month end, Jam Pan will pay supplier on identical terms.
Suppliers can request payment on an accelerated basis, i.e. in advance of funds being received from clients. To request advance payment, suppliers need to contact hello@jam-pan.com. Requests cannot be guaranteed. A 2% charge of the value of the project is applied for accelerated payments.

Non Circumvention:
You acknowledge and agree that a substantial portion of the compensation Jam Pan receives for making the Site available to you is collected through the supplier fees set out above. Jam Pan only receives this Service Fee when a Client and a Freelancer pay and receive payment by contracting directly with Jam Pan and conducting project work via Jam Pan site and marketplace.

Therefore, for 24 months from the time suppliers or clients identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party.

Attempts to directly engage with a client or supplier without the involvement of Jam Pan during the non-circumvention period will incur a circumvention fee of 20% of the value of work contracted AND £2,500 payable on request by Jam Pan.

Client Discretion.


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 liabilty.


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
Subject to the above clause:

We shall under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of income or revenue, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time however arising or any indirect or consequential loss arising under or in connection with Your use of Our Site and Your entering into any Services Contract; and
Our total liability to You in respect of all other losses arising under or in connection with Your use of Our Site and Your entering into any Services Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount payable to Us as the Fee.

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.

User Feedback.


Jam Pan Operates a Marketplace to Connect Suppliers and Clients. You acknowledge and agree that feedback benefits the marketplace, all Users of the site, and the efficiency of the Site and you specifically request that Jam Pan post composite or compiled feedback about Suppliers and Clients, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, if any, will consist of comments, ratings, indicators of Supplier/Client satisfaction, and other feedback left by other users of the system. You further acknowledge and agree that Jam Pan will make feedback results available to other marketplace users, including composite or compiled feedback. Jam Pan does not monitor or edit these opinions.

Jam Pan does not investigate any remarks posted by site users for accuracy or reliability but may do so if a User requests that Jam Pan do so. You may be held legally responsible for damages suffered by other users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. Jam Pan is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Jam Pan reserves the right (but is under no obligation) to remove posted feedback or information that, in Upwork’s sole judgment, violates the Terms of Service or negatively affects our marketplace. You acknowledge and agree that you will notify Jam Pan of any error or inaccurate statement in your feedback results and that if you do not do so, Jam Pan may rely on the accuracy of such information.

General .


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

Supplier Service Agreement.


The supplier terms below in combination with the terms above constitutes your agreement with Jam Pan as a Supplier, whether as an individual freelancer or agency/company. Please read these carefully as you are bound by these terms on provision of services to any Jam Pan client.

JAM-PAN LEARNING LTD

and

Supplier

MASTER SERVICES AGREEMENT

PARTIES
(1) JAM-PAN LEARNING LTD incorporated and registered in England and Wales with company number 08883684 whose registered office is at My Accountancy Place, 16 Blackfriars Street, Salford, England, M3 5BQ (Jam-Pan).
(2) [Supplier name]

BACKGROUND

(A) Jam-Pan provides an online platform and support services for clients who have a requirement for digital learning services to obtain those services by registering and providing a project brief.
(B) The Supplier is in the business of providing services which may match a project brief.
(C) Jam-Pan’s clients may engage Jam-Pan to provide the required Services, thereafter Jam-Pan may sub-contract services to the Supplier under this master services agreement.
(D) The parties to this agreement hereby agree that the terms and conditions set out in this master services agreement shall apply to all Contracts between Jam-Pan and the Supplier (or any member of the Supplier’s group of companies or associated companies).

AGREED TERMS
1 Interpretation
The following definitions and rules of interpretation apply in this agreement (unless the context requires otherwise).

1.1 Definitions
Business Day: a day other than a Saturday, Sunday or public holiday in England when the banks in London are open for business.
Business of Jam-Pan: provision of digital learning services for Jam-Pan’s own clients.
Business Opportunities: any opportunities which the Supplier becomes aware of during the Engagement which relate to the Business of Jam-Pan or which Jam-Pan reasonably considers might to its benefit.
Capacity: as agent, Supplier, director, employee, owner, partner, shareholder or in any other capacity.
Client: a customer or client of Jam-Pan in respect of whom Services are to be provided pursuant to a Contract.
Commencement Date: When Supplier Signs Up To Jam-pan.com

Confidential Information: information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of either party for the time being confidential to the disclosing party and trade secrets including, without limitation, technical data and know-how relating to the Business of either party or any of its or their suppliers, customers, agents, distributors, shareholders, management or business contacts including in particular (but not limited to) information that the receiving party creates, develops, receives or obtains in connection with his Engagement, whether or not such information (if in anything other than oral form) is marked confidential.

Contract: the contract for each and any Project and/or the provision of Services, in the form set out in Schedule 2, to which the terms and conditions set out herein apply (save as varied or stated within the Contract), once accepted by both parties.

Deliverables: any products and materials developed by the Supplier in relation to the Project in any media, including, without limitation, graphic design, video content and production, animations, games, reports and specifications (including drafts), as may be specified in a Contract or subsequently agreed in writing between the parties.

Engagement: the engagement of the Supplier by Jam-Pan on the terms of this agreement.

Insurance Policies: commercial general liability insurance cover and professional indemnity insurance cover.

Intellectual Property Rights (IPR): patents, rights to Inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Invention: any invention, idea, discovery, development, improvement or innovation made by the Supplier in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.

Jam-Pan Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business or affairs of Jam-Pan or its or their customers and business contacts, and any equipment, keys, hardware or software provided for the Supplier’s use by Jam-Pan during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Supplier on Jam-Pan or the Supplier’s computer systems or other electronic equipment during the Engagement.

Primary Agreement: the agreement between Jam-Pan and the Client for the provision of services.

Project: a project in respect of which the Services or Deliverables are to be provided, as specifically described in the Contract.

Requirements: has the meaning stated in clause 5.2(a).

Services: the services provided by the Supplier as more particularly described in Schedule 1.

Substitute: a substitute for the Supplier, being an individual appointed under clause 5.4.
Supplier Content means all of the scripts, design specifications, materials, data and any other information owned by or licensed to the Supplier and incorporated into the Deliverables;

Supplier IPR means all IPR owned by or licensed to the Supplier at the Commencement Date or obtained independently from this Agreement and provided by the Supplier to the Jam-Pan for use in receiving the Services and Deliverables under this Agreement, including all know-how, materials, tools and methodology and any Software;

Termination Date: the date of termination of this agreement, howsoever arising.
Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Supplier in the provision of the Services including without limitation the Deliverables.

1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 The Schedule forms part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedule.
1.7 In the event the Supplier is a corporate entity, references in this agreement to ‘he’, ‘his’ or ‘him’ shall be deemed to be references to the Supplier.

2 Commencement and Duration
2.1 This agreement shall commence of the above date, and shall continue, until terminated earlier in accordance with clause 15 (Termination) or until either party gives to the other party written notice to terminate. Such notice shall be served no earlier than date of sign up to jam-pan.com and shall expire on completion of all Contracts entered into before the date on which it is served.
2.2 If there are no uncompleted Contracts as at the date notice to terminate is served under clause 2.1, such notice shall terminate the agreement with immediate effect.
2.3 The parties shall not enter into any further contracts after the date of which notice to terminate is served under clause 2.1
3 Application of Terms and Incorporation
3.1 The Engagement shall commence or be deemed to have commenced on the Commencement Date and shall continue unless and until terminated:
(a) as provided by the terms of this agreement; or
(b) by either party giving to the other not less than 3 calendar months’ prior written notice.
4 Effect of Contract
4.1 Acceptance of the terms of a Contract by Jam-Pan and the Supplier, or Jam-Pan’s commencement or execution of work pursuant to a draft Contract which has been provided to the Supplier shall establish a contract for the supply and purchase of those Services on the terms of this agreement. The Supplier’s standard terms and conditions (if any) attached to, enclosed with, or referred to in any correspondence between the parties shall not govern the Contract.
5 Duties and Obligations
5.1 During the Engagement, the Supplier shall:
(a) provide the Services (including the obligations and restrictions stated in the Schedule) with all reasonable , skill and ability and use his reasonable endeavours to promote the interests of Jam-Pan, in particular to ensure that all Services are delivered in accordance with any written Requirements provided to the Supplier, in accordance with industry standards and that any envisaged issues are communicated to Jam-Pan in advance to ensure levels of service to Jam-Pan’s clients in accordance with good industry practice;
(b) unless otherwise stated in the Contract deliver all Works and Deliverables in accordance with the Requirements direct to the Jam-Pan’s Client by the method set out in the Project Plan;
(c) ensure all projects are delivered to the agreed in advance budget and, in the event any additional fees or charges are envisaged, these must be agreed in advance in writing with Jam-Pan;
(d) devote such amount of time as is required to provide the Services in accordance with any Requirements; and
(e) promptly give to Jam-Pan all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Business of Jam-Pan; and
(f) except for the sole purpose of the Engagement not, without the prior written consent of Jam-Pan, have any direct contact with any client of Jam-Pan regarding the Service and/or Deliverables being offered or supplied under this Agreement. This shall not apply to the extent such client contacts the Supplier.
5.2 In particular, the Supplier shall at all times:
(a) comply with any brief from Jam-Pan or Client (as applicable) to the extent reasonably possible on the specification and content requirements for digital learning services, including timescale (Requirements);
(b) prepare content for any relevant digital learning service in accordance with the Requirements;
(c) use reasonable endeavours to ensure that any timetable in the Requirements or subsequently agreed by the parties is met.
5.3 If the Supplier is unable to provide the Services due to illness or injury, he shall advise Jam-Pan of that fact as soon as reasonably practicable. For the avoidance of doubt, the obligations of the Supplier are not altered during any period during the Services are not provided and/or Deliverables are not provided or delayed because the Supplier being an individual being unable to provide Services. No fee shall be payable in accordance with clause 5 in respect of any period during which the Services are not provided.
5.4 Where the Supplier is unable to provide the Services in accordance with clause 4.3 he may with the prior written approval of Jam-Pan appoint a suitably qualified and skilled Substitute to perform the Services instead, provided that the Substitute shall be required to comply with all of the same obligations das the Supplier, including as to confidentiality. If Jam-Pan accepts the Substitute, the Supplier shall be responsible for the Substitute and any remuneration of the Substitute.
5.5 The Supplier shall use reasonable endeavours to ensure that he is available at all times on reasonable notice to provide such assistance or information as Jam-Pan may require.
5.6 Unless he has been specifically authorised to do so by Jam-Pan in writing, the Supplier shall not:
(a) have any authority to incur any expenditure in the name of or for the account of Jam-Pan or its clients; or
(b) hold himself out as having authority to bind Jam-Pan or its clients.
5.7 The Supplier shall comply with all reasonable standards of safety and comply with Jam-Pan’s health and safety procedures from time to time in force at the premises where the Services are provided and report to Jam-Pan any unsafe working conditions or practices.
5.8 The Supplier shall comply with all reasonable requests or requirements of Jam-Pan particularly in respect of social media and use of information and communication systems.
5.9 The Supplier undertakes to Jam-Pan that during the Engagement he shall take all reasonable steps to offer (or cause to be offered) to Jam-Pan any Business Opportunities as soon as practicable after the same shall have come to his knowledge provided that nothing in this clause shall require the Supplier to disclose any Business Opportunities to Jam-Pan if to do so would result in a breach by the Supplier of any obligation of confidentiality or of any fiduciary duty owed by the Supplier to any third party.
5.10 The Supplier may use a third party to perform any of the Services provided that:
(a) Jam-Pan will not be liable to bear the cost of such functions; and
(b) the Supplier shall ensure that all obligations relating to Confidential Information and the ownership of Intellectual Property Rights shall be adhered to by any such third party.
5.11 The parties shall:
(a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this agreement;
(d) ensure that all persons associated with the party or other persons who are performing services in connection with this agreement comply with this clause 5.11;
5.12 Failure to comply with clause 5.11 is deemed a material breach and may result in the immediate termination of this agreement.
5.13 The Supplier acknowledges that Jam-Pan is relying on the Supplier as a specialist in the provision of Services. The Supplier warrants and represents that all information provided to Jam-Pan prior to the commencement of this Agreement is accurate and correct, including without limitation the details of any work previously undertaken by the Supplier.
5.14 The Supplier acknowledges that any breach of clause 5.13 may result in damages being payable to Jam-Pan’s own client under the Primary Agreement. The Supplier shall be liable in accordance with clause 10 of this Agreement.
6 Fees
The provision of clause 6.1 to 6.5 inclusive are subject to clause 6.6
6.1 Jam-Pan shall pay the Supplier a fee which shall be calculated in accordance with or payable in accordance with the relevant Contract. Any invoice submitted by the Supplier shall give details of the time the Supplier has worked during the relevant period or on the referred project, the Services provided and the amount of the fee payable (plus VAT, if applicable) for the Services during that month.
6.2 Jam-Pan shall pay each invoice submitted by the Supplier in accordance with clause 5.1 in line with the payment terms Jam Pan has agreed with its client.

6.3 In consideration of the introduction of the Contract to the Supplier, the Supplier shall pay Jam-Pan a fee based on a percentage of project total value as follows (amounts are subtracted from payments from Jam-Pan to supplier).

The Fee Scale charged to Suppliers on a stepped basis for value of work awarded in total across all Jam Pan contracts in a 12 month period from March 1- Feb 28 as follows:
For Agencies (not individual freelancers):
First £50,000: 18% of this amount
Next £50,000: 15% of this amount
Next £100,000: 12% of this amount
Next £200,000: 10% of this amount
Values exclude VAT.
For Freelancers (individuals not acting as agencies)
First £20,000: 18% of this amount
Next £20,000: 15% of this amount
Next £20,000: 12% of this amount
Next £40,000: 10% of this amount
Values exclude VAT.
6.4 The above and any other fees agreed between the Supplier and Jam-Pan should not be broken out or separated from other amounts in any quotes, correspondence to end clients or invoices submitted.
6.5 Jam-Pan shall be entitled to deduct from the fees (and any other sums) due to the Supplier any sums that the Supplier may owe to Jam-Pan at any time.
6.6 Payment in full or in part of the fees claimed under clause 5 or any expenses claimed under clause 5.7 shall be without prejudice to any claims or rights of Jam-Pan against the Supplier in respect of the provision of the Services.
6.7 Any agreement as to the fees payable shall be subject to the Provisions of the Schedule.
6.8 The Supplier is not entitled to delay performance of the Services as a result of any sums outstanding save where such payment is delayed for more than 60 days.
6.9 Jam Pan reserves the right to amend this fee scale and structure at any time, however Jam Pan will not amend this fee scale or structure for any live project where project value and related fees have already been agreed.

7 Expenses
7.1 The Jam-Pan shall reimburse all reasonable expenses properly and necessarily incurred by the Supplier in the course of the Engagement, subject to prior agreement of such expenses in writing by Jam-Pan and only on production of receipts or other appropriate evidence of payment. If not agreed in writing the Supplier shall bear its own expenses.
7.2 If the Supplier’s personnel are required to travel abroad in the course of the Engagement it shall be responsible for any necessary insurances, inoculations and immigration requirements.
8 Other Activities and Covenant
8.1 Nothing in this agreement shall prevent the Supplier or its personnel from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement provided that:
(a) such activity does not cause a breach of any of the Supplier’s obligations under this agreement; and
(b) such activity does not cause a conflict of interest between the interests of the Supplier and those of Jam-Pan; and
(c) the Supplier shall give priority to the provision of the Services to Jam-Pan over any other business activities undertaken by the Supplier during the course of the Engagement

9 NON CIRCUMVENTION:
During the Term of the Engagement and for a period of 24 months thereafter the Supplier shall not engage in any activity or provide any service to any customer or client of Jam-Pan which the Supplier has provided services for and/or was a customer or client or prospective customer or prospective client of Jam-Pan during the Term of the Engagement which is similar to or in any way competitive with the Business of Jam-Pan without the prior written consent of Jam-Pan. Any such unapproved circumvention will incur a circumvention fee of 20% of the value of work contracted AND £2,500 payable on request by Jam Pan.

10 Limitation of Liability
10.1 Nothing in this agreement shall limit or exclude the Supplier’s or Jam-Pan’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law; or
10.2 Subject to clause 10.1:
(a) neither party to this agreement shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with this agreement;
(b) the Suppliers total liability for the indemnitees set out in clause 13 of the Agreement shall be limited to 200% of the amount calculated on the basis of 10.2 (c) below
(c) subject to 10.2 (a) and (b) the Supplier’s total liability including any indemnities to Jam-Pan, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the fees paid or payable in the 12 months prior to the liability event occurring
(d) Jam-Pan’s total liability to the Supplier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to £1 million.
10.3 Notwithstanding clause 10.2, the loss for which the Supplier assumes responsibility and which shall (subject to clause 10.2(a)and 10.2(b)) be recoverable by Jam-Pan include:
(a) sums paid by Jam-Pan to the Supplier pursuant to this agreement, in respect of any services not provided in accordance with the terms of this agreement;
10.4 No amount awarded or agreed to be paid under the indemnities in clause 13.4 shall count towards the cap on the Suppliers liability under clause 10.2(c).

11 Confidential Information
11.1 The parties acknowledge that in the course of the Engagement they will have access to Confidential Information. The parties have therefore agreed to accept the restrictions in this clause 11.2.
11.2 The receiving party shall not (except in the proper course of his duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use his best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
(a) any use or disclosure authorised by the disclosing party or required by law; or
(b) any information which is already in, or comes into, the public domain otherwise than through the receiving party’s or is personnel’s unauthorised disclosure.
11.3 At any stage during the Engagement, the receiving party will promptly on request return all and any Jam-Pan Property in his possession to Jam-Pan.

12 Data Protection
12.1 The Supplier consents to Jam-Pan holding and processing data relating to its employees, agents, contractors and workers for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” (as defined in the Data Protection Act 1998) relating to the Supplier.
12.2 The Supplier consents to Jam-Pan making such information available to those who provide products or services to Jam-Pan such as advisers, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of Jam-Pan or any part of its business.
12.3 The Supplier shall treat the existence of this agreement between Jam-Pan and Jam-Pans’ client and the provision of the services to the Client as confidential and in particular shall not use the fact that the Services have been provided to the Client in any advertising, promotion or any other material (including LinkedIn or Cv’s) unless expressly agreed in writing with Jam-Pan and its clients.

13 Intellectual Property
13.1
The Parties recognise that the Supplier may have intellectual property created independently of Jam-Pan and Clients, in particular templates, methodologies, images, processes and similar items, jointly “Background Materials”. Upon full payment, the Supplier grants to the client a non-transferable licence to use the Background Materials solely in connection with the Deliverables provided by the Supplier.
13.2 In consideration of the mutual obligations set out herein and the agreement to pay Fees pursuant to clause 6.1 and the terms of the Contract, the Supplier hereby assigns to the Client all Intellectual Property Rights in the Works and/or Deliverables created exclusively for the Client by the Supplier (“the Foreground Materials”). The Supplier hereby agrees to obtain an irrevocable waiver of the statutory moral rights in the Foreground Materials , to the fullest extent permissible by law, from any individual engaged in the production of the Foreground Materials .. Insofar as they do not vest automatically by operation of law or under this agreement, the Supplier holds legal title in these rights and inventions on trust for the Client.
13.3 The Supplier undertakes:
(a) to keep confidential the details of all Inventions;
(b) whenever requested to do so by Jam Pan, or the Client and in any event on the termination of the Engagement, promptly to deliver to the Client (or its agents) all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Foreground Materials and the process of their creation which are in his possession, custody or power;
(c) not to register nor attempt to register any of the Intellectual Property Rights in the Foreground Materials , unless requested to do so by the Client;
(d) to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Foreground Materials and the Inventions has passed, or will pass, to the Client ; and
(e) to confirm to the Client the details of any Intellectual Property Rights which it is not able to transfer or of any other license which the Client will require to make sure of any Deliverable and/or any Works.

13.4 The Supplier warrants to Jam-Pan that:
(a) it has not infringed any third party’s Intellectual Property Rights in preparing the Works and Deliverables;
(b) it has not given and will not give permission to any third party to use any of the Foreground Materials ;
(c) it is unaware of any use by any third party of any of the Foreground Materials ; and
(d) any work done and materials produced for Jam-Pan and its clients shall not be advertised by the Supplier as its own.

13.5 The Supplier agrees to indemnify the Client and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred with respect to any intellectual property infringement claim or other claim relating to the Background Materials supplied by the Supplier during the course of providing the Services. This is subject to (i) the Client having notified the Supplier promptly (within 10 working days) of the existence of a potential claim; (ii) the Client not having done anything to create a potential claim, compromise or settle a potential claim; and (iii) the Supplier being given exclusive rights to negotiate, dispute and settle the potential claim, with necessary help and assistance from the Client. The Supplier shall maintain adequate liability insurance coverage .
13.6 The Supplier waives any moral rights in the Foreground Materials to which he is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials infringes the Supplier’s moral rights.
13.7 The Supplier acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this agreement are due or may become due to the Supplier in respect of the performance of his obligations under this clause 13.
13.8 The Supplier undertakes, at the expense of Jam-Pan or the Client, at any time either during or after the Engagement, to (i)execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of Jam-Pan be necessary or desirable to vest the Intellectual Property Rights in, and to register them, (ii) defend Jam-Pan against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Foreground Materials.

14 Insurance and Liability
14.1 The Supplier shall and maintain in force during the Engagement full and comprehensive Insurance Policies. The Supplier shall ensure that the Insurance Policies are taken out with reputable insurers and that the level of cover are acceptable to and agreed by Jam-Pan. The Supplier shall on request supply to Jam-Pan copies of such Insurance Policies and evidence that the relevant premiums have been paid.
14.2 The Supplier shall comply with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way or if the Supplier is aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, the Supplier shall notify Jam-Pan without delay.

15 Termination
15.1 Notwithstanding the provisions of clause 2.1, either party may terminate the Engagement with immediate effect with no liability to make any further payment to the Supplier (other than in respect of amounts accrued before the Termination Date) if at any time the Supplier:
(a) is in material breach of any obligations under this Agreement;
(b) commits any repeated breach or non-observance of any of the provisions of this agreement which has not been remedied within 10 days of being notified of such breach or in case of Supplier refuses or neglects to comply with any reasonable and lawful directions of Jam-Pan;
(c) being an individual, is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
(d) being an individual, is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984;
(e) commits any fraud or dishonesty or acts;
(f) makes a resolution for its winding up, makes an arrangement or composition with its creditors or make an application to a court of competent jurisdiction for protection from its creditors or an administration or winding up order is made or an administrator or receiver is appointed;;
(g) being an individual, is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of working days which is material to the provision of the Services;
(h) Supplier commits any breach of Jam-Pan’s policies and procedures which have been notified to it in writing;
(i) commits any offence under the Bribery Act 2010; or
(j) Intentionally infringes the Intellectual Property Rights of a third party or otherwise breached clause 13 of this Agreement.
15.2 The rights of either party under clause 15.1 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this agreement on the part of the other party as having brought the agreement to an end. Any delay by a party in exercising its rights to terminate shall not constitute a waiver of these rights.
16 Obligations on Termination
On the Termination Date the Supplier shall (in addition to the obligations stated in clause 3 above which relate to termination):
(a) immediately deliver to Jam-Pan all Jam-Pan Property and original Confidential Information in his possession or under his control;
(b) irretrievably delete any information relating to the Business of Jam-Pan or any of its customers stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his control outside the premises of Jam-Pan. For the avoidance of doubt, the contact details of business contacts made during the Engagement are regarded as Confidential Information, and as such, must be deleted from personal social or professional networking accounts; and
(c) provide a signed statement that he has complied fully with his obligations under this clause 16, together with such evidence of compliance as Jam-Pan may reasonably request.
17 Status
17.1 The relationship of the Supplier to Jam-Pan will be that of independent contractor and nothing in this agreement shall render him an employee, worker, agent or partner of Jam-Pan or Jam-Pan’s client and the Supplier shall not hold himself out as such.
17.2 This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Supplier shall be fully responsible for and shall indemnify Jam-Pan for and in respect of:
(a) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law and whether payable in the United Kingdom or anywhere else. The Supplier shall further indemnify Jam-Pan against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Jam-Pan in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of Jam-Pan’s negligence or wilful default;
(b) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier against Jam-Pan arising out of or in connection with the provision of the Services.
17.3 The Jam-Pan may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Supplier.

18 Notices
18.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or courier or other next working day delivery service at its registered office or its principal place of business (if a company) or (in the case of the Supplier) his last known address; or
(b) sent by email to the email provided (subject to a delivery confirmation being obtained).
18.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at noon on the second Business Day after posting or at the time recorded by the delivery service;
(c) if by intended courier, at the home delivery of the notice is signed for;
(d) if sent by email at noon on the next Business Day after transmission.
18.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

19 Entire Agreement
19.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
19.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.
19.4 Nothing in this clause shall limit or exclude any liability for fraud.
20 General
20.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
20.2 This agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
20.3 Any person who is not a party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
20.4 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.
20.5 This agreement and any dispute or claim arising out of or in connection with it or its 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.
20.6 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims), and the Supplier acknowledges that Jam-Pan may seek to enforce any judgment obtained in the courts of any other relevant jurisdiction.
This agreement has been accepted by the parties on the date first mentioned above.

Schedule 1 – Services

The Supplier shall provide the following services:

• Provide Digital Learning Services as proposed in the Project Brief prepared by Client or Supplier, and agreed by client and supplier.

• Any other services relating thereto as may be agreed in writing.
These services will be agreed on a project to project basis and documented in a Statement of Work and agreed by all parties before work commences.

The Services shall be provided in accordance with any deadlines and Requirements as to content, design and functionality provided by Jam-Pan.
In the event any such deadline, Requirements or description is not met or achieved, then Jam-Pan has the right to reduce any agreed fee by an amount equivalent to the cost incurred by or on behalf of Jam-Pan to ensure the relevant objectives are achieved, if possible. Upon delivery of the relevant work to Jam-Pan in accordance with clause 4.2(b) if any additional work or amendment is required to ensure such work complies with any Requirements, such work or amendment shall be carried out by the Supplier within the fees agreed pursuant to clause 4 and no further fee shall be chargeable by the Supplier.

Statement of Work Template

Schedule 2 – Form of Contract

JAM-PAN LEARNING LIMITED
CONTRACT FOR THE SUPPLY OF SERVICES
CONTRACT
DATE:

Contract number OR Purchase Order number:

Project description:

Supplier:
Name:
Registered office address:
Registration number:

Supplier’s correspondence address:
Correspondence address:
Email:
Billing Address:
Billing email:

Us:
JAM-PAN LEARNING LIMITED a company registered under the laws of England and Wales under company number 08883684
Our Relationship Manager:
Name:
Email:
Telephone:
Commencement Date:
The date the Contract is entered into by the parties as stated above.
Agreed start date:

Services:

The provision of Services as follows:
[insert description if not dealt with within Project above]

Deliverables:
[Or as set out in Appendix 1]
Deliverable:
Course title: [content]
Date of Delivery: [INSERT DATE]

Term of Services:
[INSERT]
Fees:
1. £[INSERT FIGURE] following completion of the Deliverables;

Services Price/Charging basis:
1. In the event a date of delivery is not met, Jam-Pan shall be entitled to reduce the fees payable as follows [INSERT].

Appendices:
• Project Plan/Timetable

1. This Contract is made up of the following:

a. This Contract;
b. The Master Service Level Agreement;
c. Any Schedules or Appendices to the above documents.

2. If there is any conflict or ambiguity between the terms of the documents listed in paragraph 1, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.

3. Defined terms in this Schedule shall have the meanings ascribed to them in the Master Service Level Agreement.

This Contract has been entered into on the date stated at the beginning of it.