1.1 Customer: a naturalperson, legal person or company without legal personality who concludes an Agreementwith 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 dataproduced or collected by Eevery in the context of the execution of theAgreement.
1.3 Services: the service(s)to be provided by Eevery and/or performance(s) to be provided by Eevery, asfurther described in the Agreement.
1.4 Eevery: Eevery Ltd.,with its registered office in London and principal place of business in (W6X8AQ) London at 60 Grays Inn Road, registered at Companies House under number13382503.
1.5 ESG: Environmental,Social and Governance.
1.6 GRIStandards: guidelines for sustainability reporting prepared by the GlobalReporting Initiative.
1.7 Term: the period duringwhich the Customer has the right (apart from any free trial period) to use theServices. If no other Term is stated in the Agreement, the Term is the periodfor which the Client's accountant, advisor or intermediary has offered the Servicesto The Customer free of charge, unless the Customer terminates this Agreementearlier.
1.8 Additionalwork: all work and/or performance to be performed by Eevery that fallsoutside the content and/or scope of the work agreed under theAgreement.
1.9 Agreement: (i) anyagreement concluded between Eevery and the Customer with regard to one or moreServices, (ii) including any amendment to this agreement, (iii) all factual andlegal acts in preparation for this agreement, including quotations, orderconfirmation, and (iv) these Terms and Conditions included.
1.10 Parties: Eevery and theCustomer.
1.11 Privacy Policy: Eevery's privacy policy applicable to Eevery's processing of Customer’s companydata and personal data in accordance with the General Data ProtectionRegulation (2016/679/EU).
1.12 Conditions: These generalterms and conditions.
2.1 These Terms and Conditions apply to every Agreement unless this has beenexplicitly 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 amendedterms will take effect on the date specified in Eevery's notice of theamendments. The amended terms and conditions will apply to Agreements enteredinto after the said amendment. The amended terms and conditions also apply tocurrent Agreements, unless the Customer has notified Eevery in writing withinfourteen days of the announcement of the intended amendments to the Terms andConditions that it wishes to terminate the Agreement in question with dueobservance of a notice period of one month as referred to in Article 6.
3.1 All offers and quotations from Eevery with regard to the Services are withoutobligation and revocable, unless explicitly stated otherwise in writing. Eeveryis at any time entitled to revoke, withdraw or change the offer and/orquotation at any time prior to the acceptance of the offer or quotation fromEevery by the Customer. Quotations and offers are valid for the duration of theperiod 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 asaccurately as possible but is not binding on Eevery.
3.3 An agreement is concluded by digital, unconditional confirmation by theCustomer of the entire offer and/or quotation of Eevery, including confirmationof the applicability of these Terms and Conditions. If the Client's accountant,advisor or intermediary offers the Services to the Customer free of charge, theagreement between Eevery and the Customer will be concluded via confirmation bythe Customer of the applicability of these Terms and Conditions.
3.4 If any provision in these Terms and Conditions conflicts with any provision inthe Agreement, what is included in the Agreement shall prevail.
3.5 These Terms and Conditionsapply to all Agreements with and all offers, quotations and quotations ofEevery.
4.1 In principle, Eevery is only subject to best efforts obligations in theexecution of the Agreement.
4.2 Eevery performs the Agreement to the best of its ability and with dueobservance of the applicable laws and regulations.
4.3 In principle, Eevery prepares as part of its Service and ESG reporting based onthe GRI Standards. Eevery is authorized to amend its ESG reporting from time totime based on changes to the GRI Standards or otherwise as well as to base itsESG 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.
5.1 All prices and rates charged by Eevery are exclusive of VAT and any othertaxes, levies and surcharges of whatever nature that are imposed now or in thefuture by the government or by any other competent authority. It is thecustomer's responsibility to ensure that any legally required deductions arepaid to the competent authorities.
5.2 The fee to be paid by the Customer for the Services as well as the time ofpayment are stated in the Agreement. Payments by the Customer must be madedigitally, immediately and unconditionally at the start of the Term, withoutsuspension, by means of a credit card payment or any other payment method madeavailable.
5.3 Annual automatic renewal is paid through the use of continuous direct debit. Inthe event of such an extension, Eevery will always send an invoice for therelevant year.
5.4 Payment of the fee due is not dependent on the result of the assignment arisingfrom the Agreement, unless otherwise agreed.
5.5 If the Customer has not paid the invoices within the payment term referred toin Article5.2 or 5.3, the Customer will automatically be in defaultwithout any further notice of default or summons being required. Fromthat moment on, the Customer also owes the statutory commercial interest on theoutstanding amount until the moment of full payment.
6.1 The Agreement is entered into for the duration specified in the Agreement. Atthe end of the term thus indicated, the Agreement is tacitly renewed each timefor the same period as this contractual period.
6.2 The Agreement may be terminated by the Customer at any time and with immediateeffect in writing or via the designated methods on the platform. If theCustomer has decided to terminate the Agreement (prematurely), the Customer isnot entitled to repayment of (part of) the fee paid in advance for theremaining Term.
6.3 Without prejudice to its other rights and exclusions, Eevery is entitled tosuspend its obligations under the Agreement and/or to block the Customer'saccess to the Services with immediate effect and/or to charge an additional feefor the delay caused, in the event that the Customer does not, not timely ornot properly fulfil its obligations under the Agreement.
6.4 Eevery is entitled to (partially) terminate or dissolve the Agreement at anytime with immediate effect and without judicial intervention by means of awritten notification to the Customer, if:
A) Customer fails to fulfil any of itsobligations under the Agreement, fails to fulfil it in a timely manner orproperly and, after written notification by Eevery, does not remedy thisshortcoming within a reasonable period of time after that notification;
B) Eevery has good reason to fear that theCustomer will fail to comply with one or more of its obligations;
C) The Customer has been declared bankrupt orhas filed for bankruptcy, which application will not be withdrawn within 30days;
D) The Customer, whether or not provisional,has been granted a suspension of payment or a request has been made to thiseffect;
E) A statutory debt restructuring scheme hasbeen declared applicable to the Customer or a request to this effect has beenmade;
F) The Customer's business is liquidated;
G) The Customer ceases its activities.
7.1 The execution of the Agreement by Eevery does not also imply the transfer ofintellectual property rights that rest with Eevery. All intellectual propertyrights that arise during, or arise from, the execution of the Agreement belongto Eevery. The information provided by the Customer remains the property of theCustomer.
7.2 The Customer is expressly forbidden to reproduce the products on which Eevery'sintellectual property rights rest, or products on which intellectual propertyrights 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 theexception of the ESG reports generated by Eevery for the Customer, which theCustomer may provide to parties for which this is intended.
7.3 Customer is not permitted to hand over the products referred to in Article 7.2to third parties without the prior written consent of Eevery, other than thecustomer's accountant, advisor or intermediary, the exception referred to inArticle 7.2 and furthermore to obtain an expert opinion regarding the executionof the Agreement by Eevery. In that case, the Customer will impose itsobligations under this article on the third parties engaged by it.
8.1 In order to enable Eevery to properly execute the Agreement, the Customer willalways provide or provide all Documents, cooperation and/or informationreasonably required by Eevery in a timely manner and free of charge. TheCustomer must inform Eevery of changes to company data as well as otherrelevant information in a timely manner and in writing. The Customergrants Eevery the right to use these Documents and information for the Services.
8.2 The Customer guarantees the correctness and completeness of the Documents andinformation provided by him to Eevery. In connection with continuity, theCustomer will designate one or more contact persons who will act as such forthe Term. The Customer's contact persons will have the necessary experience,specific material knowledge and insight into the objectives desired by theCustomer.
9.1 Neither Party shall disclose or use any confidential information received fromthe other Party for any purpose other than (i) for which the confidentialinformation was provided and/or (ii) the performance of obligations or theexercise of rights under the Agreement. This also means that Eevery may provideconfidential information of the Customer to its directors, employees andprofessional advisors who must take note of this for the execution of theAgreement. The obligation to keep confidential information secret remains inforce after termination of the Agreement.
9.2 Both Parties shall take all reasonable measures to comply with theirconfidentiality obligations.
9.3 By entering into an Agreement, the Customer expressly agrees that the PrivacyPolicy applies to the processing of personal data of the Customer by Eevery ifthis is the case. Eevery has the right to change the Privacy Policy from timeto time and will communicate these changes with Customer. It is the Customer'sown responsibility to review the Privacy Policy. Continued use of the Servicesby the Customer after such change shall constitute acceptance by Customer ofthe revised Privacy Policy.
9.4 Eevery has the right to access, aggregate and use non-personally identifiableDocuments. These Documents will in no way identify the Customer or any otherperson. Eevery may use this information to: (i) help Eevery betterunderstand how Customers use the Services; (ii) provide its Customers with moreinformation regarding the use and benefits of the Services; (iii) improvebusiness productivity, including by creating useful business insights fromaggregated data that allows Customers to benchmark their businessperformance against such aggregated data; and (iv) otherwiseimprove Services.
9.5 The Customer declares thatEevery is authorised to make the information provided by or on behalf of theCustomer accessible to the Client's accountant, advisor or intermediary forwhich the Customer has given prior written approval in the Agreement orotherwise, as well as to the Client's accountant, advisor or intermediary whohas made the Services available to the Customer free of charge or hasnegotiated a discount on the Eevery fee for the Customer in the Agreement orotherwise. . As soon as this accountant, advisor or intermediary of theCustomer no longer makes the Services available to the Customer free of chargeor no longer stipulates a discount for the Customer or as soon as the Customercancels its free use of the Services earlier, during the remaining retentionperiod (as stipulated in the Privacy Policy of Eevery) (i) this accountant,advisor or intermediary will continue to have access to the Customer's ESGscores and enriching information/reports as created prior to their joint relationshipwith Eevery, (ii) this accountant, advisor or intermediary no longer have theability to view Customer data at a detailed level (neither historical norfuture) and (iii) the Customer automatically becomes a direct customer ofEevery at the rate that Eevery applies to its direct customers (withoutdiscount), whereby the Customer then always has the right to terminateaccording to the conditions as they apply according to these general terms andconditions.
10.1 Eevery is never obliged to comply with any request for Additional Work and mayrequire the Customer to draw up a separate agreement with further conditionsfor this Additional Work.
10.2 If Eevery has performed work or other services at the request or with the priorconsent of the Customer that fall outside the content or scope of the agreedwork, these activities will be reimbursed by the Customer in accordance withthe agreed rates and, in the absence thereof, in accordance with the ratesapplied by Eevery at that time for such work. If the Customer is offered theServices free of charge by its accountant, advisor or intermediary, no AdditionalWork will be performed for the Customer and the Customer will not have to payany compensation for this.
11.1 Eevery is not liable for damage of Customer that arises because Customer hasnot provided Eevery with any, incorrect or incomplete Documents or informationor because Customer has not delivered them on time.
11.2 Eevery, its legal representatives, its employees, and third parties engaged byit in the performance of its obligations, can only be liable for direct damageto an item or a person that is the result of intent or gross negligence on thepart of Eevery, its legal representatives, its employees and third partiesengaged by it.
11.3 Eevery is not liable for any damage of any nature suffered by Customer: a) thatis related to the temporary non-availability, incorrect or incompleteavailability of the Services; b) in connection with the (non)functioning ofsoftware or equipment of the Customer, Eevery or third parties, or of internetconnections of the Customer, Eevery or third parties; c) that has arisen by orin connection with changes, work and the like to the products, services and/orsoftware supplied by Eevery, if these have been made or executed in violationof the Agreement and/or these Terms and Conditions and/or d) that has arisendue to or is related to any defect or incompleteness or insufficientsuitability of any reporting standard applied in whole or in part by Eevery(from GRI or otherwise) or Eevery's choice in applying and/oradapting all or part of any reporting standard (from GRI orotherwise).
11.4 Insofar as Eevery cannot claim the liability exclusions or limitationsdescribed in Article 11.1, Article 11.2 and/or Article 11.3, its liability isat all times limited on a case-by-case basis to compensation for direct damageup to a maximum of the amount of the stipulated price (excluding VAT) for theAgreement to which the shortcoming relates, whereby the stipulated pricerelates to the price for each year for which the Customer has paid compensation. . However, under no circumstances will Eevery's total cumulativeliability for direct damages, for whatever reason, exceed €5,000 (five thousandEuros).
11.5 Eevery's liability for indirect damage, including but not limited to loss ofprofit, missed savings, reduced goodwill, damage due to business stagnation,damage as a result of claims by customers of the Customer, mutilation or lossof data, materials or software of third parties, increase in financingcosts, reduction or loss of subsidies or tax facilities, damage relatedto the use of subcontractors and consequential damages, regardless of thenature of the act (breach of contract, tort or otherwise), are excluded.
11.6 Unless performance is permanently impossible, liability for attributableshortcoming in the performance of the Agreement only arises if Eevery has beengiven immediate, written, and proper notice of default. A claim for damageslapses by the mere lapse of twelve (12) months after the claim arose.
11.7 The Customer indemnifies Eevery, its legal representatives, its employees andthird parties engaged by it in the performance of its obligations againstclaims from third parties arising from or in connection with the Agreement,unless the Customer could assert these claims against Eevery with dueobservance of the provisions of this Article 11 if the Customer had sufferedthe damage itself. The Customer indemnifies Eevery against any form ofliability towards third parties that may rest on Eevery with regard to theServices.
11.8 The Customer indemnifies Eevery against claims from (a) third party(ies) due todamage caused by the Customer not providing Eevery with any, incorrect orincomplete Documents or information.
12.1 Force majeure is given the same meaning in these Terms and Conditions includes:military action, war, government measures, failure of or malfunctions intelecommunications and internet connections, delay or failure in the fulfilmentof 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 ofits obligations or part thereof and the Customer cannot claim performance orcompensation. If the period in which performance is not possible due to forcemajeure lasts or will last longer than three (3) months, both Parties areentitled to dissolve the Agreement, without there being an obligation to paycompensation or reimbursement by Eevery in that case.
12.3 If Eevery has already partially fulfilled its obligations at the onset of theforce majeure, or can only partially meet its obligations and this concerns aseparate or easily determinable part,itis entitled (but in no wayobliged) to invoice the already delivered, or the deliverable, partseparately and the Customer is obliged to pay this invoice as if it were aseparate agreement.
13.1 Thelegal relationship between the Parties is governed by UK Law.
14.1 Should any provision of the Agreement or these Terms and Conditions be whollyor partly void, annulled or contrary to the law, the Agreement and these Termsand Conditions shall otherwise retain their full legal force and the relevantprovision shall be replaced by a valid provision which, in view of the purposeand purport of the Agreement and these Terms and Conditions, deviates as littleas possible from the original provision.
14.2 Withthese Terms and Conditions, all previous publications of general terms andconditions expire.
14.3 Eevery’s Terms and Conditions can be found on the website www.eevery.co . At therequest of the Customer, a copy of the Terms and Conditions may be sent.
