Tammwe

IMPORTANT: IF YOU OR THE ENTITY THAT YOU WORK FOR DOES NOT UNDERSTAND OR AGREE TO THIS AGREEMENT, YOU SHOULD NOT REGISTER TO HAVE A USER ACCOUNT OR USE TAMMWE, YOU ARE ADVISED TO READ THIS AGREEMENT AND THE DOCUMENTS REFERENCED IN THIS AGREEMENT CAREFULLY AND IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT US BEFORE SIGNING REGISTERING A USER ACCOUNT.

This User Agreement (“Agreement”) governs the relationship between Tammwe Limited registered under the laws of England and Wales with company number 14665832 with our registered office at 61a Bridge Street, Kington, United Kingdom, HR5 3DJ (“Tammwe”) and a Visitor or a User (as defined in clause 1.1 of this Agreement) of the Website. By visiting the Website or registering a User Account, publishing a Profile or listing an Opportunity you agree to be bound by this Agreement and all other documents incorporated herein. Tammwe may modify this Agreement (including the documents referenced herein) at anytime, Tammwe shall use its reasonable endeavours to provide you reasonable advance notice of such changes. A User's continued use of the Services will constitute the User's acceptance of such modified terms. No modifications made by a User will be valid.

1. Definitions

1.1

In this Agreement a defined term (i.e. a word that is capitalised that is not a name or at the start of a sentence is identified by quotations and bold text contained in brackets e.g. (“TEST”) or is defined below in this section 1.1:

Definitions
AUP	Means the acceptable use policy located Here
Business Days	Means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Entity	Means either a sole trader, partnership, limited company, limited liability company or a public limited company.
Confidential Information	Means information, data or material of whatsoever nature in any form which is necessary for the Parties to disclose to the other pursuant to this Agreement and anything derived from or based upon the information data or materials disclosed to it. Confidential Information does not include any information or materials which: (a) are in or enter into the public domain (other than as a result of disclosure by a Part; (b) were already in the lawful possession of the receiving party prior to the disclosure by the disclosing party; (c) are subsequently obtained by the receiving party from a third party who is free to disclose them to the receiving party; or (d) are required to be disclosed by law or regulatory authority.
DPA	Means the Data Processing Agreement located Here
Fees	The Fees payable for the services as set out in clause 5.1
Force Majeure Event	Means any circumstance not within a party's reasonable control including, without limitation: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f) collapse of buildings, fire, explosion or accident; and (g) interruption or failure of utility service.
Intellectual Property Rights	Means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any country, territory or other jurisdiction.
Opportunity	Means an advertisement placed on the Website for Sellers to respond to.
Profile	Means the User Account Profile that is visible to other Users on the Website.
Seller	Means a User that advertises services for procurement on their Profile or the Seller of services or digital products under a Transaction Agreement.
Transaction Agreement	Means an agreement between a Buyer and Seller for the provision of services.
Transaction Fees	Means the fees payable under a Transaction Agreement.
User	Means a Buyer or a Seller.
User Account	Means the registered account of a User on the Website, the types of User Accounts can be found here
Visitor	Means any person that visits the website, even if they do not register to be a User.
Website	Means www.tammwe.com

2.WHAT TAMMWE PROVIDES AND ITS OBLIGATIONS

2.1 Tammwe provides the Website that allows Visitors to:

(a) view Profiles and Opportunities.

2.2 Tammwe also provides Users with:

(a) the Webisite that allows Users to view and/or post Profiles and Opportunities and communicate
(b) payment services
(c) dispute services as further set out above each “Service” and together the “Services”)

2.3 Tammwe warrants (a legal promise) that it shall:

(a) Provide the Website and Services using reasonable care and skill.
(b) Comply with its obligations contained in the DPA.
(c) Abide by the Privacy Policy and Cookie Policy.
(d) Pay all taxes, duties, and levies relating to Tammwe operations for providing the Services.

3. ACCOUNT REGISTRATION

3.1 To access the Services, a User must first have a User Account. To open a User Account the Visitor shall follow the online form and provide all of the information that is required. Inopening and maintain a User Account each User must warrant (a legal promise) on an ongoing basis to Tammwe that:
(a) their age is 18 or older or is a Business Entity;
(b) where the User is a Business Entity, the person(s) that register and/or use such User Account have the appropriate authorisation to bind such Business Entity;
(c) the purpose of opening the Account is for business use only (no User Account is to be used for personal or consumer use).
(d) it will not share its username and password with anyone and report to Tammwe immediately if it suspects an unathorised person/party has gained access to its User Account;
(e) access (or try to access) a User Account which is not registered to such User;
(f) they will be responsible for all activities (including Transaction Agreements) that occur on its User Account;
(g) the Profile of the User contains complete and accurate information (including location, skills and accreditations) and that the User will provide such verifications documents requested by Tammwe;
(h) all Transactions to be completed are for the benefit of the User and that no third-party beneficiary will have access to the outputs of the Transaction Agreement unless otherwise agreed between the Seller and the Buyer in writing;
(i) it will not infringe the Intellectual Property Rights of third parties;
(j) it will not conduct illicit, illegal activity or contravene the AUP or this Agreement;
(k) it consents for its Profile to visible on the Website to both Users and Visitors and that Tammwe can use third parties to validate the contents of your Profile (including any verification documents that you supply to Tammwe)

3.2 For the avoidance of any doubt Tammwe may at its sole discretion refuse to open a User Account, provided that such refusal does not contravene applicable laws and may suspend or terminate any User Account if the User is in breach of any of the above warranties.

4. USER OBLIGATIONS

Buyer Obligations

4.1 The Buyer warrants (legal promise) that it shall, at all times:
(a) communicate with other Users via the Website only and not attempt to hire a User outside of the Website where such introduction was made via the Website unless you have written consent from Tammwe, which may be conditioned to communicate directly (for the avoidance of doubt, this obligation does not apply to serving of legal proceeding documents) Where this warranty is breached, Tammwe may charge the Buyer £5,000 for the right to communicate directly outside of the Platform with a Seller;
(b) provide all Transactions Agreements entered into with other Users to Tammwe within 5 days of entering into such Transaction Agreement.
(c) make all Fees payments and Transaction Fees when due;
(d) not infringe third party Intellectual Property Rights;
(e) observe the terms and conditions of this Agreement including the AUP;
(f) not introduce any viruses, trojans or worms to the Website, or do anything to the Website that will impact the Websites availability or functionality.
(g) pay any taxes duties or levies in respect of its operations (including any employee related taxes if the Seller is considered to be an employee or a worker of the Buyer due to the Transaction Agreement); and
(f) comply with applicable laws and regulations (where appropriate, employment, export restrictions and sanctions).

4.2Seller Obligations

The Seller warrants (legal promise) that it shall, at all times:
(a) communicate with other Users via the Website only and not attempt to hire a User outside of the Website where such introduction was made via the Website unless you have written consent from Tammwe, which may be conditioned to communicate directly (for the avoidance of doubt, this obligation does not apply to serving of legal proceeding documents). Where this warranty is breached, Tammwe may charge the Seller £5,000 for the right to communicate directly outside of the Platform with a Buyer;
(b) provide all Transactions Agreements entered into with other Users to Tammwe within 5 days of entering into such Transaction Agreement;
(c) make all Fee payments when due;
(d) not infringe third party Intellectual Property Rights;
(e) observe the terms and conditions of this Agreement including the AUP;
(f) not introduce any viruses, trojans or worms to the Website, or do anything to the Website that will impact the Websites availability or functionality.
(g) pay any taxes duties or levies in respect of its operations;
(h) comply with all applicable laws and regulations (including where appropriate, export restrictions and sanctions); and
(i) Take out appropriate insurance for the services to be supplied to Buyers.

2.FEES

2.1 The Fees payable by Buyers and Sellers for the Services can be located at (“Fees”).

2.2 All Payments for the Services, must be made by Stripe.

2.3 All Fees will be payable prior to the relevant Service being supplied and all Transaction Fees will be payable within 7 days after entering into a Transaction Agreement, save for where a Transaction Agreement is for retainer type services, where the Buyer shall pay the estimated Transaction Fees within 7 days and, where there are additional Transaction Fees to be paid, such fees shall be payable within seven days of Tammwe requesting such additional Transaction Fees.

2.4 Payment in respect of breach of clause 4.1(a) or 4.1(b) shall be

2.5 The Service Fees and Transaction Fees are exclusive of taxes. Tammwe shall have no obligation to collect taxes and to the extent that any taxes are payable, the User shall indemnify Tammwe for such taxes. If Tammwe is required to withhold any taxes, duties or levies, Tammwe will notify the User and such taxes duties or levies will be retained in addition to the Service Fees Transaction Fees owed.

3. TRANSACTION AGREEMENTS

3.1 Users shall, when there is an agreement in relation to Transaction Fee and services to be performed by the Seller, enter into a Transaction Agreement. The Transaction Agreement is personal to the Buyer and the Seller and Tammwe will not be a party to such Transaction Agreement.

3.2 Tammwe does not provide template Transaction Agreements as it encourages the parties to use documents that are binding in their jurisdiction(s). Tammwe does however provide a checklist of clauses that it would expect to see at a minimum in all Transactions Agreements here, this is not intended to be legal advice to a User and Tammwe excludes all liability from the use of such checklist, should a User require any legal advice it is advised to contact legal professional for such advice.

3.3 The Buyer and Seller warrant (legal promise) that the following clauses will be part of their Transaction Agreement:

(a) All fees are payable to Tammwe and are due within 7 days of signature.
(b) The parties are entitled to share the Transaction Agreement with Tammwe
(c) The parties will first exhaust Tammwe's dispute procedure prior to engaging in any litigation (save for emergency injunctions).

4. INTELLECTUAL PROPERTY RIGHTS

5.1 Tammwe is not responsible for and does not endorse any feedback or content posted on the Website, including content contained on Profiles. Should a User find that any feedback or content is misleading, illegal or offensive, it should report such feedback or content to Tammwe using the REPORT button. Tammwe shall investigate such content and/or feedback and, in its sole discretion, remove such content or feedback. Feeback is used to enrich a User's profile which you agree for Tammwe to link to the User Account to help other Users, should a User post any feedback, such feedback shall be owned by Tammwe.

5.2 To the extent that Tammwe or a User shares Confidential Information with each other, the parties agree that they will not share such Confidential Information with any third party without the consent from the owner of the Confidential Information and shall protect the Confidential Information using the same methods that it would protect its own confidential information.

5.3 Each Party may disclose the other Party's Confidential Information (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such Confidential Information and who are bound by terms no confidentiality obligations no less strict that contained in clause 8.2 for the sole purposes of exercising the party's rights or obligations under this Agreement.

5.4 The User expressly consents for Tammwe to display on the Website the Personal Data contained on the User's Profile. Where Tammwe processes personal data (as defined in UK GDPR), save for that contained on the User's Profile, Tammwe will process such data in accordance with the DPA and the User will make Tammwe aware of any local law data protection obligation that renders the DPA non-compliant.

5.CONTENT, CONFIDENTIAL INFORMATION AND DATA PROTECTION

6.TERM AND TERMINATION OF THIS AGREEMENT

6.1 This Agreement begins (i) in respect of Visitors, on the date that they visit the Website and terminates at the time the Visitor leaves the website save for provisions that are, in there nature meant to survive termination; and (ii) in respect of Users, this Agreement will commence on the date that the User is provided with a User Account and shall continue until (i) terminated, for convenience, upon sending written notice to the other Party provided that User does not have any outstanding Transactions Agreement (if notice whilst a Transaction Agreement is outstanding, this Agreement shall continue until the User has no outstanding Transaction Agreements and no Fee payments are outstanding to Tammwe or any User); (ii) a Party has committed a material breach of this Agreement has not, where remedy is capable, remedied such breach within five (5) Business Days ; or Tammwe is complying with a legal or regulatory requirement.

6.2 Notwithstanding clause 10.1, Tammwe may suspend access to users where it has reasonable suspicions that a User is in breach of this Agreement and, where the User has outstanding Transaction Agreement, Tammwe may share such information with the other User of the Transaction Agreement.

6.3 On termination of this Agreement:

(a) The clauses that in their nature that are to survive termination shall continue in full force indefinitely.
(b) Access to the User Account and Services will be revoked and Tammwe shall permanently delete or destroy the information linking to the Profile (save for information that must be kept for legal or audit reasons);
(c) All Fees that are due or payable shall be paid to Tammwe immediately.

For the avoidance of any doubt, termination of this Agreement does not constitute a waiver in respect of any rights or obligations that have accrued prior to the Termination date.

7.WARRANTY, LIABILITY AND INDEMNIFICATION

7.1 TAMMWE WARRANTS THAT THE SERVICES PROVIDED UNDER THIS AGREEMENT SHALL BE PROVIDED IN A COMPETENT AND WORKMANLIKE MANNER IN ACCORDANCE WITH INDUSTRY STANDARDS. TAMMWE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED ERROR FREE, VIRUS OR BUG FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED “AS IS” AND TAMMWE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT. THE USER ACKNOWLEDGES THAT NEITHER TAMMWE NOR ITS THIRD PARTY PROVIDERS CONTROLS THE TRANSFER OF DATA OVER THE INTERNET, AND THAT THE PRODUCTS MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET. TAMMWE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS

7.2 In no event will Tammwe or its third party providers be liable to a User in respect of (i)loss of profits;(ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information;(vi) loss of or damage to goodwill; and (vii) indirect or consequential loss.

7.3 Tammwe and its third party suppliers shall also not be liable to the User in connection with this Agreement (inclusive of , but not limited to): (i) the User's inability to use or access the Website or the Services ; ii) damage to your equipment from using the Services ; (iii) any content contained on the Website or provided as part of the Services; (iv) Tammwe actions or inactions relating to a User's Account; (vi) a User's reliance on the quality, accuracy, or reliability of, Profiles or postings or any other content made available through the Website; (vii) any change of terms that impacts a User's performance of Transactions Agreements or potential to transact; and (viii) the performance of a Transaction Agreement or any disputes between Users.

7.4 Liability is not excluded for (i) fraud or fraudulent misrepresentations; (ii) death or personal injury caused by the negligence of a Party or (iii) liability that cannot be excluded by law.

7.5 Tammwe's aggregate liability for any claims, demands, damages, costs (including legal costs) and expenses resulting from any tortious act or omission and/or breach of this Agreement shall not exceed the lesser of (i)an amount equal to 1 months of payments received by the User; and (ii) £500

7.6 Each User agrees to Indemnify (compensate (Tammwe) for harm or loss on a £ for £ basis): for any breach of this Agreement (including any and all claims, damages, liabilities, costs, losses, and expenses (including reaonsble legal fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party (including other Users) against Tammwe.

8.DISPUTES

8.1 Disputes between Users and Tammwe

If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it between Tammwe and a User then the Parties shall follow the procedure set out in the subclauses on this clause 11.1:
(a) either party shall give to the other written notice of the Dispute, setting out its nature and description of the dispute (Dispute Notice), together with all supporting documents. On service of the Dispute Notice, the User and Tammwe shall attempt in good faith to resolve the Dispute;

(b) if the User and Tammwe are for any reason unable to resolve the Dispute within 45 days of service of the Dispute Notice, the Parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (“ADR Notice”) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 90 days after the date of the ADR Notice.

(c) No party may commence any court proceedings (in relation to the whole or part of the Dispute until 120 days after service of the ADR Notice, provided that the right to issue proceedings is not prejudiced by a delay.

(d)If the Dispute is not resolved within 121 days after service of the ADR Notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 121 days, or the mediation terminates before the expiration of the said period of 121 days, the Dispute shall be finally resolved by the courts of England and Wales.

Disputes between Users
8.2 If a dispute arises out of or in connection with this Agreement or a Transaction Agreement, the performance, validity or enforceability of it between Users then the Users shall follow the procedure set out in the subclauses on this clause 12.1.1:
(a) Within 30 calendar days of the date that a User feels that the counterpart of the Transaction Agreement has breached such Transaction Agreement, the User will submit a notice of breach of contract to Tammwe via the REPORT button (“Notice of Breach”), providing all information that will help Tammwe investigate such matter.
(b) Tammwe shall, within 30 days of receiving the Notice of Breach, investigate the matter and provide the Users with Tammwe's findings.
(c) Tammwe shall, where appropriate due to inconclusive findings in its investigation, schedule a call with the User's to resolve the matter.
(d) Where Tammwe finds that a Seller is at fault, Tammwe will discuss with the Buyer the remedies that are on offer (i) re-supply via a different Seller; (ii) discount of Fees; or (iii) refund. The Seller may appeal such findings within 7 days of such findings being shared with the Seller. If the Seller does not appeal within such timeframe, the Seller acknowledges that Tammwe will not release any Transaction Fees to the Seller unless the Buyer selects option (11.2(d)(ii), in which case, the Seller shall receive such reduced Transaction Fees.
(e) Where Tammwe finds that a Buyer is at fault, the Buyer must appeal such findings within 7 days of the findings being shared with the Buyer. If the Buyer does not appeal within such timeframe, the Buyer acknowledges that Tammwe will pay the Transaction Fee to the Seller.

9.MISCELLANEOUS PROVISIONS

9.1 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.

9.2 Any failure to act with respect to a breach does not waive a Party's right to act with respect to subsequent or similar breaches.

9.3 No Party to this Agreement may transfer or assign any rights under this Agreement and any attempted transfer or assignment will be null and void.

9.4 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

9.5 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

9.6 If a Party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event, the affected party shall not be in breach of this Agreement, however Tammwe may terminate this Agreement immediately in the event that it is unable to provide the Services for more than 30 days.

9.7 Non-English translations of this Agreement are not warranted to be accurate and in the event of any conflict between the English language version of this Agreement and a non-English translation of this Agreement, the English language version shall prevail.

9.8 Any notice given to be given in accordance with this Agreement shall be sent to the email address registered with the User Account, and in the case of Tammwe, hello@tammwe.com. Any notice shall be deemed received immediately between the hours 9 am and 5pm in England and the following Business Day if sent outside of those hours.

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

9.10 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

9.11 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

9.12 Each party agrees that it 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

Terms & Conditions