Terms and Conditions

1. Application and Entire Agreement

1. These Terms and Conditions apply to the provision of the services (“Services”) and any Deliverables detailed in our quotation (“Quotation”) and the Services Overview document attached to the Quotation, provided by JAM 7 Limited, a company registered in England and Wales under number 15353498 whose registered office is at 137 Watling Street, Radlett, Herts, WD7 7NQ (we or our or us or Service Provider) to the person buying the Services (you or your or Customer) (together the “parties”). For the avoidance of doubt, a reference herein to the Quotation includes the Services Overview document which is attached to the Quotation.
2. You are deemed to have accepted these Terms and Conditions when you accept our Quotation and these Terms and Conditions and the Quotation (with Service Overview document attached) along with any other documents incorporated by reference (together, the “Contract”) are the entire agreement between us. In case of a conflict between these Terms and Conditions and the Quotation, the Quotation will take priority. 
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Terms and Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2. Interpretation

1. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
2. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
3. Words imparting the singular number shall include the plural and vice versa. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words set out.  
4. “Deliverables” means any output of the Services and any other documents, products, content and materials provided by us to you as set out in the Quotation and/or as provided by us to you as part of the provision and output of the Services (even if not itemised in the Quotation including Services Overview document). 

3. Services

1. We warrant that we will use reasonable care and skill in our performance of the Services and provision of the Deliverables, which will comply with the Quotation, including any specification in all material respects. We can make any necessary changes to the Services at our cost to comply with any applicable law or safety requirement, and we will notify you if necessary.
2. We will use our reasonable endeavours to complete the performance of the Services on a timely basis; however, where any timescales are expressly agreed as being material or are set out in the Quotation or otherwise in writing, we will meet these and time shall be of the essence in the performance of our obligations in relation to timescales expressly agreed as material between the parties, or set out in the Quotation or agreed in writing.
3. All of these Terms and Conditions apply to the supply of any Services under the Quotation unless we specify otherwise.
4. In carrying out the Services, we will (i) comply with all applicable laws and regulations that apply to the Services (including those covering data protection), (ii) have in place appropriate security measures in line with good industry practice that are fit for purpose, (iii) comply with your reasonable instructions in carrying out the Services, including in relation to the access to and use of your systems, applications, documents and other materials, (iv) ensure we have in place any permissions, consents, licences or approvals that are required in order for us to provide the Services to you, and (v) ensure that your access and use of the Services in accordance with the Contract, including any Deliverables, will not infringe any third party intellectual property rights. 
5. Where the Services are provided using, or include the use of, tools that contain or use artificial intelligence (“AI Tools”), the following additional obligations shall apply: (i) we shall on request provide you with any information and documentation required by you on the AI Tools being used as part of the Services, including what elements of the Services have been carried out using AI Tools and how the AI Tools have been used,  (ii) where AI Tools are used, we shall ensure that such use does not infringe any third party rights or that the use does not interfere with your rights in any Deliverables or other outputs of the Services or put you in breach of any third party rights, (iii) we shall not input any confidential information, sensitive data or any other of your data (including personal data) into publicly available or third-party AI Tools, or AI Tools that may store, learn from or reuse that data, without your express written consent (and, notwithstanding consent, we will always aggregate and anonymise such information where at all possible), (iv) we will not use any of your data or information inputted into the AI Tools for any other purpose other than to provide you with the Services and/or Deliverables as intended by the parties, for example, we will not use your data or information to train or develop any AI Tools without your express written consent, and will not retain any of that data or information within our AI Tools after delivery of the required Services and/or Deliverables has been achieved (and, notwithstanding consent, we will always aggregate and anonymise such information where at all possible) (v) we shall ensure that all Deliverables and other outputs of the Services created using AI Tools (in whole or part) meet the same quality, accuracy and compliance standards as if created without AI Tools and shall, where appropriate, carry out a human review of any AI Tools output or content before delivering it to you, (vi) we shall remain fully responsible for all content generated using AI Tools including ensuring that it is not misleading, discriminatory or otherwise inappropriate, and (vii) we shall have in place appropriate security measures and access controls in relation to our use of AI Tools. Further we warrant that use of AI Tools shall comply with all applicable laws and regulations (including in relation to use of AI) and shall ensure that use of AI Tools by us will not result in any limitation on your ownership of, or ability to use or reproduce, the Deliverables and any other outputs of the Services. 
6. The parties agree that the terms of the separate confidentiality agreement entered into between them will apply to this Contract and is incorporated into it by reference. We will notify you immediately, and in any event within 48 hours, of any breach or suspected breach by us of the confidentiality agreement. 
7. Notwithstanding any rights and remedies you may have in relation to them, all Deliverables provided by us under the Contract will only be deemed to have been delivered and finalised once signed off and approved by you in writing.

4. Your Obligations

1. You must obtain any permissions, consents, licenses, or otherwise that we need. You must give us access to all relevant information, materials, properties, and any other matters for which we need to provide the Services.
2. We are not liable for any delay or failure to provide the Services to the extent  this is caused by your failure to comply with the provisions of this section (Your obligations).

5. Fees and Deposit

1. The fees (“Fees”) for the Services are set out in the Quotation on a fixed basis.
2. In addition to the Fees, if approved by you in writing prior to incurring (including if set out in the Quotation), we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services. Any amounts incurred by us without your prior written approval will not be charged to, or payable by, you. 
3. You must pay us for any additional services not specified in the Quotation in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us. We will not carry out any additional services without first approving this with you, including agreeing in advance in writing the scope of the additional services and the applicable fees that will apply. 
4. The Fees exclude any applicable VAT and other taxes or levies imposed or charged by any competent authority.

6. Cancellation and Amendment

1. We can withdraw, cancel, or amend a quotation if you have not accepted it or if the Services have not started within five days from the date of the Quotation (unless the quotation has been withdrawn).
2. Either we or you can cancel an order for any reason before you accept (or reject) the Quotation.
3. If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes, and additional costs will be included in the Fees and invoiced to you.
4. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change to the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum and will cover the cost of any such changes.

7. Payment

1. We will invoice you for payment of the Fees either:
   1. when we have completed the Services or
   2. on the invoice dates in the Quotation.
2. You must pay the Fees due within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
3. Time for payment shall be of the essence of the Contract however should you not have paid on time in accordance with the payment terms, we will provide you with a reasonable period to remedy this prior to terminating the Services.
4. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 5% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
5. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law, and neither of us can assert any credit, set-off or counterclaim against the other to justify withholding payment of any such amount in whole or in part.
6. If you do not pay within the period set out above, we can, on reasonable notice to you allowing you a reasonable period to rectify, suspend any further provision of the Services and cancel any future services that you have ordered or otherwise arranged with us.
7. Receipts for payment will be issued by us only at your request.
8. All payments must be made in British Pounds unless otherwise agreed in writing between us.

8. Sub-contracting and Assignment

1. Unless we have obtained your prior written consent (not to be unreasonably withheld, delayed or conditioned), we must not assign, transfer, charge, subcontract, or deal in any other manner with all or any of our rights under these Terms and Conditions. We can, with your prior written consent, subcontract or delegate in any manner any or all our obligations to any third party. Where we use subcontractors with your consent, we will remain responsible for the subcontractors’ acts or omissions as if they are our own acts or omissions and the use of subcontractors by us will not impact the level of Fees agreed. 
2. Without our prior written consent (not to be unreasonably withheld, delayed or conditioned), you must not assign, transfer, charge, subcontract, or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions. However, no prior consent is required for you to assign, transfer or deal in any other manner with the Contract as part of an internal reorganisation or restructure of your business. 

9. Termination

1. This Contract shall commence on the date that it is signed by the parties (“Commencement Date”) and shall continue, unless terminated earlier in accordance with this section 9 (Termination) for 12 months from the Commencement Date when it shall terminate automatically without notice unless otherwise agreed between the parties in writing.
2. Subject to earlier termination under clause 9.3 (Termination) of these Terms and Conditions, and notwithstanding the duration set out at clause 9.1 (Termination) of these Terms and Conditions, you may, without liability and without prejudice to your right and remedies, terminate the Contract at the end of the initial 6-month period from the Commencement Date for convenience by providing us with written notice of at least 30 days before the end of the initial 6 month-period. For the avoidance of doubt, where you exercise this right, the Contract will terminate at the end of the initial 6-month period and clause 9.4 (Termination) of these Terms and Conditions will apply. 
3. Either party can terminate the Contract and the provision of the Services immediately if the other party:
   1. commits a material breach of its obligations under these Terms and Conditions and fails to remedy such breach within 30 days of notice in writing to do so; or
   2. fails to pay any amount due under the Contract on the due date for payment and fails to remedy such breach within 14 days of notice in writing to do so; or
   3. is or becomes or, in the terminating party’s reasonable opinion, is about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
   4. enters a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
      convene any meeting of its creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder(as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
4. On termination of the Contract for any reason, you will pay to us any Fees outstanding for Services provided and no further Fees will be payable, and we will immediately cease provision of the Services to you and will transfer to you any Deliverables arising from the Services, whether complete or not. We will immediately cease use of any of your information and data (including personal data and confidential information) including the deletion of information and data from any systems and AI Tools used as part of the delivery of the Services and shall certify on request that this has been carried out. 

10. Intellectual Property

1. Each party retains all rights, title and interest including  all copyright and any other intellectual property rights in and to all pre-existing materials created before the date of the Contract, or separate to or independent of it (“Pre-Existing Intellectual Property”) and reserve the right to take any appropriate action to restrain or prevent the infringement of such Pre-Existing Intellectual Property.
2. In relation to the Pre-Existing Intellectual Property:
   1. We grant to you a fully paid-up, worldwide, royalty-free, non-exclusive licence to use our Pre-Existing Intellectual Property as required for you to receive the full use and benefit of the Services and Deliverables for the duration of the Contract. However, where our Pre-Existing Intellectual Property is required for you to receive the full benefit of any Services and Deliverables after termination of the Contract, we will continue to license such Pre-Existing Intellectual Property under this licence, which will be perpetual and irrevocable unless a revocation and/or termination is agreed to by the parties in writing; and 
   2. You grant to us for the duration of the Contract only a fully paid-up, worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free licence to use your Pre-Existing Intellectual Property solely to the extent required to allow us to provide the Services and Deliverables set out in the Contract, and only in accordance with your instructions. 
3. Each party agrees not to disassemble, decompile, reverse engineer, create derivative works based on the whole or any part of the intellectual property rights of the other party (including the Pre-Existing Intellectual Property) or carry out any act or omission that is contrary to the ownership by a party of its intellectual property (including Pre-Existing Intellectual Property), nor attempt to do such things (whether directly or indirectly) or seek to procure that any third party do the same. 
4. In relation to any Deliverables (whether set out in the Quotation expressly, or created or provided as part of or in the course of providing Services to you) (“Created Intellectual Property Rights”), you will own all right, title and interest in these (subject to any third-party intellectual property rights or our Pre-Existing Rights). We assign to you with full title guarantee all intellectual property rights in the Created Intellectual Property Rights and shall obtain waivers of all moral rights in the same to which any individual is now or may be at any future time entitled to under applicable law. 
5. Where any Deliverables or other materials created or provided as part of the Services contain any third-party intellectual property rights, unless agreed otherwise, we will procure the direct grant to you of a fully paid-up, worldwide,  non-exclusive, royalty-free, perpetual and irrevocable licence for the purpose of allowing you to receive and have full use and benefit of the Deliverables and any other such materials. 
6. We will indemnify, defend and hold you harmless against all liabilities, costs, expenses, damages and losses suffered or incurred by you arising out of or in connection with any claim that the receipt and use of the Services (including any Deliverables) by you in accordance with the terms of the Contract infringes any intellectual property rights of any third party.  

11. Liability

1. Each party’s liability under the Contract, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section 11 (Liability). 
2. Subject to the remainder of this section 11 (Liability), the total, aggregate amount of each party’s liability under the Contract is limited to the greater of: (i) the total amount of Fees paid or payable by you under the Contract; or (ii) £260,000 (two hundred and sixty thousand pounds).
3. Notwithstanding clause 11.2 of this section 11 (Liability), neither party’s liability for losses arising out of or in connection with the following shall be capped under the Contract: 
   
   1. any breach by either party of the confidentiality agreement entered into between them; 
   2. any losses arising under the indemnity at clause 10.6 (Intellectual Property) of these Terms and Conditions;
   3. any breach by either party of the data processing agreement entered into between them; and 
   4. any breach of clause 3.5 (AI Tools) of these Terms and Conditions, including any misuse of AI Tools. 
4. Neither party is liable for (whether caused by its employees, agents or otherwise) in connection with the Contract and provision of the Services or the performance of any of its other obligations under the Contract for:
   
   1. any indirect, special or consequential loss, damage, costs, or expenses or (including any of the following indirect losses: loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption); or
   2. any failure to perform any of its obligations to the extent that such delay or failure is due to any cause beyond its reasonable control; or
   3. any losses caused directly or indirectly by and to the extent of the other party’s breach in relation to its obligations. 
5. Nothing in these Terms and Conditions shall limit or exclude either party’s liability for death or personal injury caused by its negligence or fraudulent misrepresentation or for any other matters for which it would be unlawful to exclude or limit liability.

12. Data Protection

1. When supplying the Services to the Customer, the Service Provider may gain access to and/or process personal data on your behalf as a data processor.
   The parties agree that where such processing of personal data takes place on the Customer’s behalf, the Customer shall be the 'data controller' and the Service Provider shall be the 'data processor' as defined in UK data protection law (as may be amended, extended and/or re-enacted from time to time).
2. The parties agree that the terms of the separate data processing agreement entered into between the parties shall apply to the extent that we process personal data on your behalf as a data processor in providing the Services to you, and shall be incorporated into the Contract by reference. 
3. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the meaning set out in the separate data processing agreement. 
4. For instances where we process personal data as a data controller (for example, in the management of the business relationship between us), further information about the Service Provider's approach to data protection is specified in our Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can email info@jam7.com.

13. Circumstances Beyond a Party's Control

1. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause beyond that party's reasonable control. Such causes include, but are not limited to, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event beyond the reasonable control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

14. Non-Solicitation

1. During the term of the Contract and for 12 months after its expiration or termination, neither party shall, and shall not assist any person to, directly or indirectly recruit or solicit (other than by general advertisement not directed specifically to any person) for employment or engagement as an independent contractor any person then or who was within the past 6 months employed or engaged by the other party and involved with the provision of the Services or the performance of this Contract. 
2. During the term of the Contract and for 12 months after its expiration or termination, we shall not, and shall not assist another person to, directly or indirectly solicit or entice away (or attempt to solicit or entice away) from you the business or custom of any restricted customer (meaning any of your customers who is or has been at any time during the immediately preceding 12-month period a customer or prospective customer of you, or in the habit of dealing with you, or is the target of any marketing approach in connection with the Services under this Agreement). 

15. Communications

1. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
2. Notices shall be deemed to have been duly given:
   
   1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
   2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
   3. on the fifth business day following mailing, if mailed by national ordinary mail; or
   4. on the tenth business day following mailing, if mailed by airmail.
3. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

16. No waiver

1. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right or remedy.
2. No variation of this Contract shall be effective unless agreed in writing by the parties. 

17. Severance

1. If one or more of these Terms and Conditions is found to be unlawful, invalid, or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

18. Third Party Rights

1. This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. 

19. No Partnership or Agency

1. Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties. Neither party can commit the other. 

20. Law and Jurisdiction

1. These Terms and Conditions shall be governed by and interpreted according to the law of England and Wales. All disputes arising under the Terms and Conditions (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh Courts. 
2. The parties acknowledge and agree that damages alone would not be an adequate remedy for any breach of the terms of this Contract and that each party will be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this Contract.