Terms and Conditions

Eevery Limited

GENERAL TERMS AND CONDITIONS EEVERY LIMITED

1.                Definitions

1.1          Customer: a natural person, legal person or company without legal personality who concludes an Agreement with Eevery or who is negotiating with Eevery in this respect.

1.2          Documents: all information, documents or data made available to Eevery by the Customer as well as all data produced or collected by Eevery in the context of the execution of the Agreement.

1.3          Services: the service(s) to be provided by Eevery and/or performance(s) to be provided by Eevery, as further described in the Agreement.

1.4          Eevery: Eevery Ltd., with its registered office in London and principal place of business in (W6X 8AQ) London at 60 Grays Inn Road, registered at Companies House under number 13382503.

1.5          ESG: Environmental, Social and Governance.

1.6          GRI Standards: guidelines for sustainability reporting prepared by the Global Reporting Initiative.

1.7          Term: the period during which the Customer has the right (apart from any free trial period) to use the Services. If no other Term is stated in the Agreement, the Term is the period for which the Client's accountant, advisor or intermediary has offered the Services to The Customer free of charge, unless the Customer terminates this Agreement earlier.

1.8        Additional work: all work and/or performance to be performed by Eevery that falls outside the content and/or scope   of the work agreed under the Agreement.

1.9          Agreement: (i) any agreement concluded between Eevery and the Customer with regard to one or more Services, (ii) including any amendment to this agreement, (iii) all factual and legal acts in preparation for this agreement, including quotations, order confirmation, and (iv) these Terms and Conditions included.

1.10       Parties: Eevery and the Customer.

1.11        Privacy Policy:  Eevery's privacy policy applicable to Eevery's processing of Customer’s company data and personal data in accordance with the General Data Protection Regulation (2016/679/EU).

1.12       Conditions: These general terms and conditions.

2.                General Provisions

2.1          These Terms and Conditions apply to every Agreement unless this has been explicitly deviated from in writing in the Agreement.

2.2          In these Terms and Conditions, “in writing" also include by e-mail.

2.3          Eevery reserves the right to change the Terms from time to time. The amended terms will take effect on the date specified in Eevery's notice of the amendments. The amended terms and conditions will apply to Agreements entered into after the said amendment. The amended terms and conditions also apply to current Agreements, unless the Customer has notified Eevery in writing within fourteen days of the announcement of the intended amendments to the Terms and Conditions that it wishes to terminate the Agreement in question with due observance of a notice period of one month as referred to in Article 6.

3.                Offer and Agreement

3.1          All offers and quotations from Eevery with regard to the Services are without obligation and revocable, unless explicitly stated otherwise in writing. Eevery is at any time entitled to revoke, withdraw or change the offer and/or quotation at any time prior to the acceptance of the offer or quotation from Eevery by the Customer. Quotations and offers are valid for the duration of the period stated on the offers and quotation. If no period of validity is stated, quotations and offers are valid for a period of thirty (30) days.

3.2          The information contained in offers and/or quotations has been drawn up as accurately as possible but is not binding on Eevery.

3.3          An agreement is concluded by digital, unconditional confirmation by the Customer of the entire offer and/or quotation of Eevery, including confirmation of the applicability of these Terms and Conditions. If the Client's accountant, advisor or intermediary offers the Services to the Customer free of charge, the agreement between Eevery and the Customer will be concluded via confirmation by the Customer of the applicability of these Terms and Conditions.

3.4          If any provision in these Terms and Conditions conflicts with any provision in the Agreement, what is included in the Agreement shall prevail.

3.5   These Terms and Conditions apply to all Agreements with and all offers, quotations and quotations of Eevery.

4.                Execution of the Agreement

4.1          In principle, Eevery is only subject to best efforts obligations in the execution of the Agreement.

4.2          Eevery performs the Agreement to the best of its ability and with due observance of the applicable laws and regulations.

4.3          In principle, Eevery prepares as part of its Service and ESG reporting based on the GRI Standards. Eevery is authorized to amend its ESG reporting from time to time based on changes to the GRI Standards or otherwise as well as to base its ESG reporting on any other standard, guideline, instruction or otherwise.

4.4          Eevery has the right to have work carried out by one or more third party(ies) to be designated by Eevery.

5.                Prices and Payment

5.1          All prices and rates charged by Eevery are exclusive of VAT and any other taxes, levies and surcharges of whatever nature that are imposed now or in the future by the government or by any other competent authority. It is the customer's responsibility to ensure that any legally required deductions are paid to the competent authorities.

5.2          The fee to be paid by the Customer for the Services as well as the time of payment are stated in the Agreement. Payments by the Customer must be made digitally, immediately and unconditionally at the start of the Term, without suspension, by means of a credit card payment or any other payment method made available.

5.3          Annual automatic renewal is paid through the use of continuous direct debit. In the event of such an extension, Eevery will always send an invoice for the relevant year.

5.4         Payment of the fee due is not dependent on the result of the assignment arising from the Agreement, unless otherwise agreed.

5.5          If the Customer has not paid the invoices within the payment term referred to in Article5.2  or 5.3, the Customer will automatically be in default without any further notice of default or  summons being required. From that moment on, the Customer also owes the statutory commercial interest on the outstanding amount until the moment of full payment.

6.                Commencement, Duration and Termination

6.1          The Agreement is entered into for the duration specified in the Agreement. At the end of the term thus indicated, the Agreement is tacitly renewed each time for the same period as this contractual period.

6.2          The Agreement may be terminated by the Customer at any time and with immediate effect in writing or via the designated methods on the platform. If the Customer has decided to terminate the Agreement (prematurely), the Customer is not entitled to repayment of (part of) the fee paid in advance for the remaining Term.

6.3          Without prejudice to its other rights and exclusions, Eevery is entitled to suspend its obligations under the Agreement and/or to block the Customer's access to the Services with immediate effect and/or to charge an additional fee for the delay caused, in the event that the Customer does not, not timely or not properly fulfil its obligations under the Agreement.

6.4          Eevery is entitled to (partially) terminate or dissolve the Agreement at any time with immediate effect and without judicial intervention by means of a written notification to the Customer, if:

A) Customer fails to fulfil any of its obligations under the Agreement, fails to fulfil it in a timely manner or properly and, after written notification by Eevery, does not remedy this shortcoming within a reasonable period of time after that notification;

B) Eevery has good reason to fear that the Customer will fail to comply with one or more of its obligations;

C) The Customer has been declared bankrupt or has filed for bankruptcy, which application will not be withdrawn within 30 days;

D) The Customer, whether or not provisional, has been granted a suspension of payment or a request has been made to this effect;

E) A statutory debt restructuring scheme has been declared applicable to the Customer or a request to this effect has been made;

F) The Customer's business is liquidated;

G) The Customer ceases its activities.

7.                Intellectual

7.1          The execution of the Agreement by Eevery does not also imply the transfer of intellectual property rights that rest with Eevery. All intellectual property rights that arise during, or arise from, the execution of the Agreement belong to Eevery. The information provided by the Customer remains the property of the Customer.

7.2          The Customer is expressly forbidden to reproduce the products on which Eevery's intellectual property rights rest, or products on which intellectual property rights rest with regard to the use of which Eevery has acquired rights of use – including in this context in any case, but not exclusively: computer programs, system designs, working methods, advice, (model) contracts, reports, templates, macros and other intellectual products,  to disclose or exploit, with the exception of the ESG reports generated by Eevery for the Customer, which the Customer may provide to parties for which this is intended.

7.3          Customer is not permitted to hand over the products referred to in Article 7.2 to third parties without the prior written consent of Eevery, other than the customer's accountant, advisor or intermediary, the exception referred to in Article 7.2 and furthermore to obtain an expert opinion regarding the execution of the Agreement by Eevery. In that case, the Customer will impose its obligations under this article on the third parties engaged by it.

 

8.                Disclosure and Cooperation

8.1          In order to enable Eevery to properly execute the Agreement, the Customer will always provide or provide all Documents, cooperation and/or information reasonably required by Eevery in a timely manner and free of charge. The Customer must inform Eevery of changes to company data as well as other relevant information in a timely manner and in writing.  The Customer grants Eevery the right to use these Documents and information for the Services.

8.2          The Customer guarantees the correctness and completeness of the Documents and information provided by him to Eevery. In connection with continuity, the Customer will designate one or more contact persons who will act as such for the Term. The Customer's contact persons will have the necessary experience, specific material knowledge and insight into the objectives desired by the Customer.

9.                 Privacy, Data Processing and Confidentiality

9.1          Neither Party shall disclose or use any confidential information received from the other Party for any purpose other than (i) for which the confidential information was provided and/or (ii) the performance of obligations or the exercise of rights under the Agreement. This also means that Eevery may provide confidential information of the Customer to its directors, employees and professional advisors who must take note of this for the execution of the Agreement. The obligation to keep confidential information secret remains in force after termination of the Agreement.

9.2         Both Parties shall take all reasonable measures to comply with their confidentiality obligations.

9.3          By entering into an Agreement, the Customer expressly agrees that the Privacy Policy applies to the processing of personal data of the Customer by Eevery if this is the case. Eevery has the right to change the Privacy Policy from time to time and will communicate these changes with Customer. It is the Customer's own responsibility to review the Privacy Policy. Continued use of the Services by the Customer after such change shall constitute acceptance by Customer of the revised Privacy Policy.

9.4          Eevery has the right to access, aggregate and use non-personally identifiable Documents. These Documents will in no way identify the Customer or any other person. Eevery may use this information to: (i)  help Eevery better understand how Customers use the Services; (ii) provide its Customers with more information regarding the use and benefits of the Services; (iii) improve business productivity, including by creating useful business insights from aggregated data that allows Customers to benchmark their business performance   against such aggregated data; and (iv) otherwise improve Services.

9.5          The Customer declares that Eevery is authorised to make the information provided by or on behalf of the Customer accessible to the Client's accountant, advisor or intermediary for which the Customer has given prior written approval in the Agreement or otherwise, as well as to the Client's accountant, advisor or intermediary who has made the Services available to the Customer free of charge or has negotiated a discount on the Eevery fee for the Customer in the Agreement or otherwise. . As soon as this accountant, advisor or intermediary of the Customer no longer makes the Services available to the Customer free of charge or no longer stipulates a discount for the Customer or as soon as the Customer cancels its free use of the Services earlier, during the remaining retention period (as stipulated in the Privacy Policy of Eevery) (i) this accountant, advisor or intermediary will continue to have access to the Customer's ESG scores and enriching information/reports as created prior to their joint relationship with Eevery, (ii) this accountant, advisor or intermediary no longer have the ability to view Customer data at a detailed level (neither historical nor future) and (iii) the Customer automatically becomes a direct customer of Eevery at the rate that Eevery applies to its direct customers (without discount),  whereby the Customer then always has the right to terminate according to the conditions as they apply according to these general terms and conditions.

10.              Additional Work

10.1        Eevery is never obliged to comply with any request for Additional Work and may require the Customer to draw up a separate agreement with further conditions for this Additional Work.

10.2        If Eevery has performed work or other services at the request or with the prior consent of the Customer that fall outside the content or scope of the agreed work, these activities will be reimbursed by the Customer in accordance with the agreed rates and, in the absence thereof, in accordance with the rates applied by Eevery at that time for such work. If the Customer is offered the Services free of charge by its accountant, advisor or intermediary, no Additional Work will be performed for the Customer and the Customer will not have to pay any compensation for this.

11.              Liability and Indemnifications

11.1        Eevery is not liable for damage of Customer that arises because Customer has not provided Eevery with any, incorrect or incomplete Documents or information or because Customer has not delivered them on time.

11.2        Eevery, its legal representatives, its employees, and third parties engaged by it in the performance of its obligations, can only be liable for direct damage to an item or a person that is the result of intent or gross negligence on the part of Eevery, its legal representatives, its employees and third parties engaged by it.

11.3        Eevery is not liable for any damage of any nature suffered by Customer: a) that is related to the temporary non-availability, incorrect or incomplete availability of the Services; b) in connection with the (non)functioning of software or equipment of the Customer, Eevery or third parties, or of internet connections of the Customer, Eevery or third parties; c) that has arisen by or in connection with changes, work and the like to the products, services and/or software supplied by Eevery, if these have been made or executed in violation of the Agreement and/or these Terms and Conditions and/or d) that has arisen due to or is related to any defect or incompleteness or insufficient suitability of any reporting standard applied in whole or in part by Eevery (from GRI or otherwise) or  Eevery's  choice in applying and/or adapting all or part of any  reporting  standard (from GRI or otherwise).

11.4        Insofar as Eevery cannot claim the liability exclusions or limitations described in Article 11.1, Article 11.2 and/or Article 11.3, its liability is at all times limited on a case-by-case basis to compensation for direct damage up to a maximum of the amount of the stipulated price (excluding VAT) for the Agreement to which the shortcoming relates, whereby the stipulated price relates to the price for each year for which the Customer has paid  compensation. . However, under no circumstances will Eevery's total cumulative liability for direct damages, for whatever reason, exceed €5,000 (five thousand Euros).

11.5        Eevery's liability for indirect damage, including but not limited to loss of profit, missed savings, reduced goodwill, damage due to business stagnation, damage as a result of claims by customers of the Customer, mutilation or loss of data, materials or software of third parties,  increase in financing costs, reduction or loss of subsidies or tax facilities,  damage related to the use  of subcontractors and consequential damages, regardless of the nature of the act (breach of contract, tort or otherwise), are excluded.

11.6        Unless performance is permanently impossible, liability for attributable shortcoming in the performance of the Agreement only arises if Eevery has been given immediate, written, and proper notice of default. A claim for damages lapses by the mere lapse of twelve (12) months after the claim arose.

11.7        The Customer indemnifies Eevery, its legal representatives, its employees and third parties engaged by it in the performance of its obligations against claims from third parties arising from or in connection with the Agreement, unless the Customer could assert these claims against Eevery with due observance of the provisions of this Article 11 if the Customer had suffered the damage itself. The Customer indemnifies Eevery against any form of liability towards third parties that may rest on Eevery with regard to the Services.

11.8        The Customer indemnifies Eevery against claims from (a) third party(ies) due to damage caused by the Customer not providing Eevery with any, incorrect or incomplete Documents or information.

12.              Force Majeure

12.1        Force majeure is given the same meaning in these Terms and Conditions includes: military action, war, government measures, failure of or malfunctions in telecommunications and internet connections, delay or failure in the fulfilment of obligations by suppliers of Eevery, flooding and (natural) disasters, transport difficulties and strikes.

12.2        In the event of force majeure, Eevery is entitled to suspend the fulfilment of its obligations or part thereof and the Customer cannot claim performance or compensation. If the period in which performance is not possible due to force majeure lasts or will last longer than three (3) months, both Parties are entitled to dissolve the Agreement, without there being an obligation to pay compensation or reimbursement by Eevery in that case.

12.3        If Eevery has already partially fulfilled its obligations at the onset of the force majeure, or can only partially meet its obligations and this concerns a separate or easily determinable part,itis entitled  (but in no way obliged)  to invoice the already delivered, or the deliverable, part separately and the Customer is obliged to pay this invoice as if it were a separate agreement.

13.              Applicable law and disputes

13.1       The legal relationship between the Parties is governed by UK Law.

14.              Miscellaneous

14.1        Should any provision of the Agreement or these Terms and Conditions be wholly or partly void, annulled or contrary to the law, the Agreement and these Terms and Conditions shall otherwise retain their full legal force and the relevant provision shall be replaced by a valid provision which, in view of the purpose and purport of the Agreement and these Terms and Conditions, deviates as little as possible from the original provision.

14.2       With these Terms and Conditions, all previous publications of general terms and conditions expire.

14.3        Eevery’s Terms and Conditions can be found on the website www.eevery.co . At the request of the Customer, a copy of the Terms and Conditions may be sent.