Terms & Conditions

Information About These User Terms.

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).

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.

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.