1. DEFINITIONS

Customer: means the legal entity whose details are set out on the applicable invoice and which is responsible for payment of the Fees, and on whose behalf a User accesses the Services

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018; and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).

Data Subject, Controller, Processor, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

Event Materials: means any materials, content, presentations, recordings, or other works created or made available by Evident in connection with any events provided as part of the Membership.

Evident: means Evident Insights Ltd (Company number: 14184948), registered at 9th Floor 107 Cheapside, London, United Kingdom, EC2V 6DN.

Fee: means the fees payable by the Customer for the Membership, as set out in the applicable invoice.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks business names and domain names, rights in get-up , goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Membership: means the access to Evident’s platforms, materials, and events provided to the Customer during the Term, as set out in the applicable invoice.

Membership Materials: means the dashboards, reports, databases, tools, trackers, content, and other materials made available by Evident to the Customer through the Membership.

User: means an individual who is authorised by the Customer to access and use the Services on the Customer’s behalf, and who has been issued login credentials or otherwise permitted access by or on behalf of the Customer.

Website: means Evident’s website at https://evidentinsights.com/, and any webpages or subdomains operated by Evident under that domain.

2. TERM

The Membership shall commence and end on the dates specified in the applicable invoice, unless terminated earlier in accordance with these T&Cs.

3. CUSTOMER OBLIGATIONS

The Customer shall comply with all applicable laws and regulations with respect to its use of the Membership Materials. The Customer shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Membership Materials in any form or media or by any means; and shall not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Membership Materials available to any third party. The Customer is responsible for all acts and omissions of its Users and for ensuring Users’ compliance with these Terms. Any breach of these Terms by a User constitutes a breach by the Customer.

4. USERS

The Customer will not allow or suffer any user account to be more than one individual. The Customer undertakes that no user given access to the Index Dashboard shall be an external consultant whose role involves providing professional services to third parties or otherwise using or analysing the data for the benefit of entities other than the Customer (collectively “Consultants”). If Evident reasonably determines that a Consultant has been granted access to the Index Dashboard, Evident may, without prejudice to any other rights or remedies, immediately suspend or terminate access to the Membership for the relevant users.

5. EVENT TICKETS

Tickets or invitations provided as part of the Membership are non-transferable and may only be used by the Customer’s authorised representatives for the specific event for which they are issued, unless otherwise approved in writing by Evident.

6. MEMBER PARTICIPATION

Invitations, roundtables, dinners, and participation opportunities are subject to Evident’s reasonable discretion and availability, unless expressly stated otherwise in the applicable invoice.

7. PAYMENT

All Fees are non-refundable and exclusive of VAT. If Evident has not received payment within 30 days after the due date, Evident shall be under no obligation to provide any or all of the Membership Materials or services while the invoice(s) concerned remain unpaid.

8. INTELLECTUAL PROPERTY

Evident shall retain ownership of all Intellectual Property Rights in the Membership Materials and Event Materials.

9. TERMINATION

Either party may terminate the Membership with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of these T&Cs and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so. Without affecting any other right or remedy available to it, Evident may terminate the Membership with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due.

10. LIABILITY

In no event whatsoever shall either party be liable to the other hereunder for any incidental, indirect, special, consequential or punitive damages or lost profits under any tort, contract, strict liability or other legal or equitable theory arising out of or pertaining to the Membership, even if said party has been advised of the possibility of or could have foreseen such damages. Evident's total aggregate liability in contract, tort, misrepresentation, restitution or otherwise, arising in connection with the Membership shall be limited to the total Fees paid for the Membership.

11. WARRANTY

Evident is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities.

12. DATA PROTECTION

The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller, and Evident is the Processor. Both parties will comply with all applicable requirements of any relevant Data Protection Legislation. The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Evident. The Customer consents to Evident appointing any third-party processor of Personal Data under these T&Cs. Evident shall, in relation to any Personal Data processed in connection with the performance by Evident of its obligations:

a) process that Personal Data only on the documented written instructions of the Customer unless Evident is required by any applicable law to otherwise process that Personal Data;

b) ensure that it has in place appropriate technical and organisational measures in place to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;

c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

d) transfer Personal Data outside of the UK as required by this Contract provided that Evident shall ensure that all such transfers are effected in accordance with Data Protection Legislation. For these purposes, the Customer shall promptly comply with any reasonable request of Evident, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer);;

e) provide reasonable assistance to the Customer, at the Customer's cost, in ensuring its compliance with its obligations under the Data Protection Legislation; and

f) notify the Customer without undue delay upon becoming aware of a Personal Data Breach.

13. CHANGES TO MEMBERSHIP

Evident may make reasonable updates to the Membership from time to time, including product improvements and updates to content, platforms, or formats, provided that any such changes do not materially diminish the Membership as a whole.

14. WEBSITE TERMS

Use of the Website in connection with the Membership is subject to Evident’s Website Terms and Conditions.

15. ORDER OF PRECEDENCE

In the event of any conflict or inconsistency between these T&Cs and any related documents, the terms of these T&Cs shall govern and control unless explicitly stated otherwise.

16. GOVERNING LAW

These T&Cs will be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English courts.