AGREED TERMS

Your attention is particularly drawn to the provisions of clause 10 (Limitation of liability).

1. About us
   • Company details. Grapevine Europe Limited (Company Number 07046823) whose registered office is at 76 Grantham Road, Radcliffe-On-Trent, Nottingham NG12 2HY (otherwise referred to in these conditions as ‘we’ or ‘us’. Our VAT number is 981 8934 64. We operate the website www.www.jamjar.com.
   • Contacting us. To contact us telephone our customer service team at 0115 8709903 or e-mail info@jamjar.com. How to give us formal notice of any matter under the Contract is set out in clause 2.
2. Our contract with you
   • Our contract. These terms and conditions (Terms) apply to the access and use of our Services. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   • Entering into the contract. By registering and clicking ‘Become an Associate’ below and accepting our terms and conditions you are entering into a legally binding contract (Contract) and you will become an Associate. If you do not agree to this Contract do not click ‘Become an Associate’.
   • Entire agreement. The Contract and the Data Controller Sharing Agreement is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
   • These Terms and the Contract are made only in the English language.
   • Your copy. You should print a copy of these Terms or save them to your computer for future reference.
   • No partnership or agency. Nothing in these conditions is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute either you or us the agent of the other, or authorise you or us to make or enter into any commitments for or on behalf of any each other. You and we confirm we are acting on our own behalf and not for the benefit of any other person.
3. Services
   • Our Services. This Contract applies to www.jamjar.com (Website), Jamjar-branded apps and JamJar-related sites, apps communications and other services that state that they are offered under this Contract (Services).
   • What we do. We will allow you access to our Services for the purpose of providing a valuation to our customers in respect of vehicles they may wish to sell. You will be provided with a webpage on our Website to provide information about you and to provide a link to your own website for customers to use to complete a purchase (Your Webpage).
   • When a customer enters their vehicle details on one of the Services you will have the opportunity to provide a valuation if the vehicle matches the criteria you provided.
   • Listing Position. You will provide to us details of the position on the valuation page above which you wish to obtain the customer’s information (Listing Position). We will only provide the customer’s information and contact details if your valuation is successful in obtaining that listing position or a higher position.
4. Rights
   • Content and Information. You will be responsible for the content and information you post on your webpage on the Website and you will retain any intellectual property rights in the content and information you post.
   • Design and Layout. If you use one of our templates or we create Your Webpage on your behalf any copyright in the layout or design will belong to us.
   • We may edit the design or format the content but we will not make any material changes to the content.
   • Access and Sharing. Other Associates and users of the Services or visitors to the website will have access to the content and information on Your Webpage and/or quotation and may share this. We are not liable for the consequences of any sharing of the content and information made by such persons.
   • Changes to our Services. We may change or discontinue any of our Services. We do not agree to store or keep showing any content and information you have provided or inserted onto Your Webpage.
   • Intellectual Property Rights. We reserve all of our intellectual property rights in the Services. Using the Services does not give you ownership in our Services or, subject to clause 4.1, the content or information made available through our Services. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. jamjar logos and other jamjar trademarks, service marks, graphics, and logos used for our Services are trademarks or registered trademarks of jamjar.
5. Your obligations
   • It is your responsibility to ensure that:
     • your details including contact details, address and opening and closing hours are complete and accurate on your website and Your Webpage;
     • you co-operate with us in all matters relating to the Services;
     • you provide us with the description of vehicles you would like to bid on, the Listing Position you would like and such other information we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
     • you provide us access to and facility to consult with your web developers;
     • you edit and maintain Your Webpage and include your sales terms and conditions and a link to your own website;
     • if you are provided with details of a customer, you contact the customer within 24 business hours by at least one of the contact methods provided by us; and
     • you comply with all applicable laws.
   • You agree:-
     • to only provide content or information that does not violate the law nor anyone’s rights (including intellectual property rights);
     • not to post content that is defamatory, obscene, offensive, shocking, hateful, threatening or otherwise inappropriate content;
     • that your profile information will be truthful;
     • that you will provide the same prices for valuations to our customers as you would on your own website;
     • you will abide by your sales terms and conditions when dealing with our customers;
     • you will list any administration fees as part of the valuation; and
     • you will not provide the contact details or personal information about our customers to any third parties without prior written consent from the customer.
   • If you fail to:-
     • fulfil any obligation listed in clause 1 (Your Default) we will be entitled to suspend performance of the Services and suspend your use of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 12 (Termination);
     • adhere to clause 3.2 we reserve the right to:-
       • remove information or content from your webpage on our website
       • suspend your use of the Services; and
       • terminate your use of the Services.
     • If you fail to adhere to clause 5.1 or 5.2:
       • we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from the prevention of access to the Services; and
       • it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from your failure to adhere to clause 5.2.

1. Charges
   • In consideration of us providing the Services, you must pay our charges (Charges) in accordance with this clause 6.
   • You shall be charged each time a valuation provided by you is shown on the Website in your Listing Position or a higher position.
   • The price you will pay will be calculated on the valuation you have given for the vehicle and the Listing Position. You will not be charged if you provide a valuation but your valuation fails to achieve a position equal to or higher than your Listing Position.
   • The calculator on our Website will indicate how much you will be charged per Listing Position please see https://www.jamjar.com/tools/calculator.
   • We reserve the right to increase the Charges on an annual basis with effect from 1 January every year in line with the percentage increase in the Retail Prices Index in the preceding 12-month period without further notice to you.
   • Notwithstanding clause 6.5 we reserve the right to increase the Charges at any time during the term of this Contract upon 7 days notice to you.
   • Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
   • You will have access to our good news system on our Website that allows you to provide customers with a valuation for vehicles that you have not previously provided a valuation for and have not yet been sold (Good News System). If you choose to provide a valuation through our Good News System and your valuation achieves a better Listing Position than those valuations previously provided to the customer by other Associates we shall send an e-mail to the customer with details of your valuation (Good News Valuation).
   • If the customer accepts your Good News Valuation we shall charge you in accordance with clause 6.3 and clause 6.4.
2. How to pay
   • You shall make payment for the Services in advance. We will take your first payment upon acceptance of you becoming an Associate. You will need to make subsequent payments in advance when the previous payment has been utilised. Please note you will be unable to provide a valuation until such time as their account is in credit.
   • You can pay for the Services using PayPal, debit card or credit card.
   • You must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
3. Complaints

If a problem arises or you are dissatisfied with the Services, please contact service@jamjar.com.

1. How we may use your personal information
   • We will use any personal information you provide to us to:
     • provide the Services;
     • process your payment for the Services; and
     • inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
   • Further details of how we will process personal information are set out in www.jamjar.com/info/privacy
2. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
   • Nothing in the Contract limits or excludes our liability for:
     • death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
     • fraud or fraudulent misrepresentation; or
     • 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.
   • Subject to clause 1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
     • loss of profits;
     • loss of sales or business;
     • loss of agreements or contracts;
     • loss of anticipated savings;
     • loss of use or corruption of software, data or information;
     • loss of or damage to goodwill; and
     • any indirect or consequential loss.
   • Subject to clause 1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract in the calendar year in which the cause of action accrues.
   • Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, including without limitation the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982, by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
   • This clause 10 will survive termination of the Contract.
3. Indemnity

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 any claim made against us by a customer arising out of or in connection with the sale or proposed sale of their vehicle to you.

1. Confidentiality
   • We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 2.
   • We each may disclose the other’s confidential information:
     • to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 12; and
     • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
   • Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
   • This clause 12 will survive termination of the Contract.
2. Termination MACRO BUTTON optional
   • Either party may terminate this Contract on two weeks written notice to the other.
   • Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
     • you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
     • you fail to pay any amount due under the Contract on the due date for payment;
     • you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with an analogous procedure in the relevant jurisdiction;
     • you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
     • your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
   • Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
   • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
3. Events outside our control
   • We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract or failure to provide access to the Services if it is caused by any act or event beyond our reasonable control including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, the 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 sub-contractors (Event Outside Our Control).
   • If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
     • we will contact you as soon as reasonably possible to notify you, and
     • our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for access to the Services after the Event Outside Our Control is over.
   • You may cancel the Contract affected by an Event Outside Our Control that has continued for more than 14 days. To cancel please contact us. If you opt to cancel we will charge you for any valuations you have provided up to the date of termination.
4. Non-solicitation
   • In order to protect the Confidential Information and our business connections you covenant with us during the term of this contract and for 12 months following termination of the contract that you shall not create your own price comparison website providing valuations for vehicles and any other similar services those provided by us
5. Communications between us
   • When we refer to “in writing” in these Terms, this includes email.
   • Any notice or other communication is given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.
   • A notice or other communication is deemed to have been received:
     • if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
     • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
     • if sent by email, at 9.00 am the next working day after transmission.
   • In proving the service of any notice, it will 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.
   • The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
6. General
   • Assignment and transfer.
     • We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
     • You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
   • Any variation of the Contract only has an effect if it is in writing and signed by you and us (or our respective authorised representatives).
   • If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
   • Each clause of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
   • Third-party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
   • Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.