Terms and Conditions

These terms and conditions apply to the provision of consulting and/or software services by EVORA Global Ltd.

Table of Contents

  1. 1.1. In these EVORA Terms and Conditions, and any Engagement Letter, the following words shall
    have the following meanings:
    Anonymised Data: means any data within the SIERA Software that cannot be linked to the
    Client or properties of the Client and cannot be used, either on its own or combined with
    other data sets, to identify living individuals.
    Agreement: the agreement between EVORA and the Client for the provision of the Services,
    comprising these EVORA Terms and Conditions and any applicable Engagement Letter.
    Acceptable Use Policy: means the acceptable use policy for the Software Services set out in
    clause 13.4.
    Applicable Data Protection Laws:
    a. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the
    United Kingdom which relates to the protection of personal data.
    b. To the extent the EU GDPR applies, the law of the European Union or any member
    state of the European Union which relates to the protection of personal data.
    Applicable Laws: all applicable laws, statutes, regulations and codes of practice from time to
    time in force.
    Authorised Users: any individual who has been authorised by the Client to have access to a
    user account on the Software Services under the organisation account of the Client.
    Business Day: all days other than Saturdays, Sundays and public holidays in the United
    Kingdom.
    Change Control Form: a document as specified in clause 7.1.
    Client: the person, firm or company to whom EVORA is to provide Services in accordance with
    the Agreement.
    Client Data: means any data stored or processed in the SIERA Software that relates to the
    Client’s properties or that was provided or transferred into the SIERA Software by or on behalf
    of the Client (including where input by EVORA staff on behalf of the Client).
    Consultancy Services: the specialist consultancy services provided by EVORA relating to the
    application of energy and sustainability solutions.
    Deliverables: any output of the Services to be provided by EVORA to the Client as specified
    in the Engagement Letter and any other documents provided by EVORA to the Client in
    relation to the Services.
    Effective Date: the date that the Engagement Letter has been accepted by the Client or, if
    earlier, the date on which EVORA commenced providing the Services and / or supplied the
    SIERA software for the sole use of the Client.
    Engagement: the Client’s appointment of EVORA to provide particular Services pursuant to
    the terms of the Agreement.
    Engagement Letter: the EVORA letter for an EVORA business line issued to the Client that
    identifies particular Consultancy Services and/or Software Services to be provided by EVORA
    and that sets out the scope of Services, fee levels, timescales, any agreed Deliverables and
    any other terms and conditions that shall form part of the Agreement between EVORA and
    the Client, together with the EVORA Terms and Conditions and any documents crossreferenced in and/or attached to the EVORA letter.
    EVORA Terms and Conditions: these EVORA standard terms and conditions of business.
    EVORA: EVORA Global Limited, whose company number is 07450294 and registered office is
    at 9 St George’s Yard, Castle Street, Farnham, Surrey, GU9 7LW.
    EU GDPR: the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
    Fees: the fees and charges for the Services set out in the Engagement Letter.
    Force Majeure Event: has the meaning given to it in clause 22.1.
    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.
    Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
    Services: the Consultancy Services and/or the Software Services to be provided by EVORA to
    the Client, in each case as more particularly set out in an Engagement Letter.
    SIERA Documentation: the description made available to the Client by EVORA online via URL
    https://www.siera.global or such other web address notified by EVORA to the Client from
    time to time, which sets out a description of the Software Services and any instructions/FAQs
    for the Services and may also include training materials (whether online or as documents).
    SIERA Software: the online commercial real estate sustainability software developed and
    provided by EVORA and accessed through the URL https://www.siera.global (or another
    website nominated by EVORA).
    Software Services: the provision of access to the SIERA Software and the SIERA
    Documentation.
    UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of
    the Data Protection Act 2018.
    1.2. In these EVORA Terms and Conditions and any Engagement Letter:
    a. Words in the singular shall include the plural and vice versa, references to any gender
    shall include all other genders and references to legal persons shall include natural
    persons and vice versa.
    b. The headings are for reference only and shall not affect their construction.
    c. Any reference to a clause, Schedule or Annex shall be to the clauses, Schedules and
    Annexes (if any) of these EVORA Terms and Conditions.
    d. Any reference to any enactment shall be construed as including a reference to that
    enactment as modified, amended or replaced by any subsequent enactment (whether
    before on or after the Effective Date and whether directly or indirectly).
    e. Reference to persons shall include bodies corporate, partnerships, unincorporated
    associations and any other legal or commercial entity or undertaking.
    f. The words include, includes, including and included will be construed without limitation.
    g. Reference to writing or written includes email.
    h. If there is any conflict between the provisions of:
    i. These EVORA Terms and Conditions and any applicable Engagement Letter, the
    Engagement Letter shall have priority;
    ii. An Engagement Letter and any documents cross referenced and/or attached to that
    Engagement Letter, the Engagement Letter shall have priority.
    i. If the Services under the Engagement do not include any Software Services, then any
    provisions of these Evora Terms and Conditions that relate solely to Software Services
    shall be disregarded. If the Services under the Engagement do not include any
    Consultancy Services, then any provisions of these Evora Terms and Conditions that
    relate solely to Consultancy Services shall be disregarded.
  2. Commencement and duration
    2.1. The Engagement shall commence on the Effective Date and shall continue, unless terminated
    earlier in accordance with its terms:
    a. in the case of Consultancy Services, until those Consultancy Services have been
    completed; and
    b. in the case of Software Services, for a period of three years or (if different) the period of
    time set out in the Engagement Letter, as extended by agreement in writing between
    the parties.
  3. EVORA’s responsibilities
    3.1. EVORA shall supply the Servicesto the Client in accordance with the Agreement in all material
    respects.
    3.2. In carrying out the Services, EVORA shall exercise the reasonable skill and care to be expected
    of a competent provider of services similar in scope, nature and complexity to the Services.
    No other warranty or representation, express or implied, shall apply under and/or in
    connection with the Engagement.
    3.3. EVORA shall use reasonable endeavours to meet any performance dates specified in the
    Engagement Letter, but any such dates shall be estimates only and time for performance by
    EVORA shall not be of the essence under the Agreement.
    3.4. If EVORA’s performance of its obligations under the Agreement is prevented or delayed by
    any act or omission of the Client, its agents, subcontractors, consultants or employees, then,
    without prejudice to any other right or remedy it may have, EVORA shall be allowed an
    extension of time to perform its obligations equal to the delay caused by the Client.
    3.5. EVORA shall appoint a manager for the Services. That person shall have authority to
    contractually bind EVORA on all matters relating to the Services (including by signing Change
    Control Forms). EVORA shall use all reasonable endeavours to ensure that the same person
    acts as EVORA’s manager throughout the term of the Engagement, but may replace that
    person from time to time where reasonably necessary in the interests of EVORA’s business.
  4. Client’s responsibilities
    4.1. The Client shall:
    a. co-operate with EVORA in all matters relating to the Services;
    b. appoint a manager in respect of receiving the Services and that person shall have the
    authority to contractually bind the Client on matters relating to the Services (including
    by signing Change Control Forms);
    c. provide to EVORA in a timely manner all documents and information required under the
    Engagement Letter or otherwise reasonably required by EVORA in order to provide the
    Services, and ensure that they are accurate and complete in all material respects.
    4.2. The Client acknowledges that EVORA is entitled to rely upon the accuracy, sufficiency and
    consistency of any information supplied to it by the Client. EVORA shall have no liability for
    any inaccuracies contained in any information provided by the Client or any third party on
    behalf of the Client, including without limitation in respect of any incorrect or inadequate
    recommendations suggested or conclusions drawn during the performance of the Services
    based on the inaccurate Client information.
    4.3. Where the Services require EVORA to access properties owned, controlled or managed by the
    Client, the Client shall:
    a. provide for EVORA, in a timely manner, such access as reasonably required by EVORA to
    provide the Services; and
    b. inform EVORA in advance of any site visits for the purpose of carrying out the Services
    of any relevant issues that may affect the health and safety of EVORA’s personnel.
    4.4. The Client authorises EVORA to speak to or meet with any third party it may need to contact
    in order to provide the Services. EVORA may release to such third party for the purpose of
    the Services any information reasonably necessary to perform the Services and which it has
    obtained during the Engagement, provided that where appropriate and reasonable EVORA
    enters into a confidentiality agreement with such third party.
  5. Fees and payment
    5.1. In consideration of the provision of the Services by EVORA, the Client shall pay the Fees to
    EVORA.
    5.2. The basis for the Fees is set out in the Engagement Letter. If the Fees are based on hourly
    rates, the applicable hourly rates shall be set out in the Engagement Letter. EVORA shall be
    entitled to increase the applicable hourly rates no more than once per year and shall provide
    one month’s prior notice to the Client of any such change applicable to the Services.
    5.3. The Fees exclude the following which (if properly incurred in the performance of the Services)
    shall be payable by the Client monthly in arrears, following submission of an appropriate
    invoice:
    a. the cost of travel, accommodation, subsistence, copying and any other ancillary
    expenses reasonably incurred by the individuals whom EVORA engages in connection
    with the Services; and
    b. the cost to EVORA of any materials or services procured by EVORA from third parties for
    the provision of the Services if set out in the Engagement Letter or agreed by the Client
    in advance.
    5.4. EVORA shall issue a valid VAT invoice to the Client showing the amount of any Fees and VAT
    due on them at the intervals specified in the Engagement Letter, and if no intervals are so
    specified EVORA shall invoice the Client at the end of each month for Services performed
    during that month.
    5.5. All payments shall be due within thirty (30) days following the issue of an invoice, unless
    otherwise specified in the Engagement Letter.
    5.6. Without prejudice to any other right or remedy that it may have, if the Client fails to pay
    EVORA any sum due under the Agreement on the due date, then the Client shall pay interest
    on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate
    from time to time. EVORA may suspend all or part of the Services until payment has been
    made in full.
    5.7. In relation to payments disputed in good faith:
    a. interest under this clause is payable only after the dispute is resolved on sums found or
    agreed to be due, from the due date until payment; and
    b. any undisputed amount shall remain payable by the due date.
    5.8. All sums payable to EVORA under the Agreement:
    a. are exclusive of VAT, and the Client shall in addition pay an amount equal to any VAT
    chargeable on those sums on delivery of a VAT invoice; and
    b. shall be paid in full without any set-off, counterclaim, deduction or withholding (other
    than any deduction or withholding of tax as required by law).
  6. Non-solicitation
    6.1. Each party shall not offer employment to any employee of the other party involved in the
    Engagement or induce or solicit any such employee to take up employment for a period of 6
    months following the end of any involvement by that employee with the Engagement.
    6.2. In the event that a party breaches Clause 6.1, the other party shall be entitled to be paid
    compensation by the first party equal to 6 months’ salary of the employee concerned, which
    shall be due and payable within 30 days of the employee signing an employment contract
    with the breaching party.
  7. Change control
    7.1. Either party may propose changes to the scope or execution of the Services but no proposed
    changes shall come into effect until a Change Control Form has been signed by both parties.
    A Change Control Form shall be a document setting out the proposed changes and the effect
    that those changes will have on:
    a. the Services;
    b. EVORA’s existing Fees;
    c. the timetable of the Services; and
    d. any of the terms of the Agreement.
    7.2. If EVORA wishes to make a change to the Services it shall provide a draft Change Control Form
    to the Client.
    7.3. If the Client wishes to make a change to the Services:
    a. it shall notify EVORA and provide as much detail as EVORA reasonably requires of the
    proposed changes, including the timing of the proposed changes; and
    b. EVORA shall, as soon as reasonably practicable after receiving the information at Clause
    7.3.a, provide a draft Change Control Form to the Client.
    7.4. If the parties:
    a. agree to a Change Control Form, they shall sign it and that Change Control Form shall
    amend the Agreement; or
    b. are unable to agree a Change Control Form, the parties shall escalate the matter
    internally to facilitate engagement between the parties at a higher level and shall
    negotiate in good faith to agree the Change Control Form, and if notwithstanding these
    efforts the parties are unable to agree, then the draft Change Control Form shall have
    no effect and the Agreement shall remain in its form from before the proposal for
    change.
    7.5. EVORA may charge for the time it spends on preparing and negotiating Change Control Forms
    which implement changes proposed by the Client pursuant to Clause 7.3 on a time and
    materials basis at EVORA’s daily rates specified in the Engagement Letter.
  8. Compliance with laws
    8.1. In performing its obligations under the Agreement, EVORA shall comply with all Applicable
    Laws.
    8.2. Changes to the Services required as a result of changes to Applicable Laws shall be agreed via
    the change control procedure set out in Clause 7 (change control).
  9. Anti-slavery
    9.1. EVORA undertakes, warrants and represents to the Client that:
    a. neither EVORA nor any of its officers, employees, agents or subcontractors:
    i. has committed an offence under the Modern Slavery Act 2015 (MSA Offence);
    ii. has been notified that it is subject to an investigation relating to an alleged MSA
    Offence or prosecution under the Modern Slavery Act 2015; or
    iii. is aware if any circumstances within its supply chain that could give rise to an
    investigation relating to an alleged MSA Offence or prosecution under the Modern
    Slavery Act 2015.
    b. it shall comply with all applicable anti-slavery and human trafficking laws, statutes,
    regulations and codes from time to time in force including but not limited to the Modern
    Slavery Act 2015; and
    c. it shall notify the Client immediately in writing if it becomes aware or has reason to
    believe that it, or any of its officers, employees, agents or subcontractors have breached
    or potentially breached any of EVORA’s obligations under this clause 9. Such notice to
    set out full details of the circumstances concerning the breach or potential breach of
    EVORA’s obligations.
  10. Anti-bribery
    10.1. For the purposes of this clause 10 the expressions ‘adequate procedures’ and ‘associated
    with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance
    published under it.
    10.2. EVORA shall comply with the Bribery Act 2010 and all other Applicable Laws in connection
    with bribery or anti-corruption, including ensuring that it has in place adequate procedures
    to prevent bribery and use all reasonable endeavours to ensure that all of its officers,
    employees, agents or subcontractors involved in performing the Agreement so comply.
    10.3. Without limitation to clause 10.2, EVORA shall not make or receive any bribe (as defined in
    Bribery Act 2010) or other improper payment in connection with providing the Services, or
    allow any such to be made or received on its behalf, either in the United Kingdom or
    elsewhere, and shall implement and maintain adequate procedures to ensure that such
    bribes or payments are not made or received directly or indirectly on its behalf.
    10.4. EVORA shall immediately notify the Customer as soon as it becomes aware of a breach by the
    Supplier of any of the requirements in this clause.
  11. SIERA service, availability and support
    11.1. EVORA shall provide and make available the Software Services, and grants the Client a nonexclusive, non-transferable right to permit its Authorised Users to access and use the
    Software Services during the term specified in, and in return of the Fees specified in, the
    Engagement letter, and in accordance with the provisions of the Agreement.
    11.2. Whilst EVORA intends that the Software Services should be available 24 hours a day, seven
    days a week, it is possible that on occasions they may be unavailable to permit maintenance
    or other development activity to take place, or for other reasons. We do not guarantee that
    the Software Services will always be available or be uninterrupted.
    11.3. If EVORA has to interrupt the availability of the Software Services due to planned
    maintenance or development activity, it shall use reasonable endeavours only to do so out of
    Normal Business Hours and to notify all Authorised Users in advance
    11.4. If for any other reason EVORA must interrupt the availability of the Software Services for
    longer than 30 minutes, EVORA will use reasonable endeavours to notify all Authorised Users
    by email and to rectify the issue to enable availability of the Software Services as soon as
    reasonably practicable.
    11.5. EVORA shall provide standard customer support services in relation to the Software Services
    as set out in Annex 1: Software Maintenance Services and operating during our Normal
    Business Hours.
  12. SIERA maintenance and new releases
    12.1. In this clause:
    Maintenance Release means a release of SIERA Software which corrects faults, maintains or
    updates security, improves or adds functionality or otherwise amends or upgrades the
    Software, but which does not constitute a New Version.
    New Version means any new version of the SIERA Software (including a new module) which
    from time to time is publicly marketed and offered for purchase by EVORA in the course of
    its normal business, being a version which contains such significant differences from the
    previous versions as to be generally accepted in the marketplace as constituting a new
    product.
    12.2. EVORA shall issue Maintenance Releases of the SIERA Software as and when required in the
    reasonable opinion of Evora, to maintain the performance and security of the SIERA Software
    and to make minor or incremental improvements to existing features and functionality.
    12.3. EVORA may deploy Maintenance Releases at any time and without the need for release notes
    or prior notification, except where the Maintenance Release is likely to have a significant
    impact on the user experience of Authorised Users, in which case it shall notify Authorised
    Users and supply release notes giving reasonable explanation of the changes and impact for
    Authorised Users.
    12.4. EVORA may decide to develop a New Version and offer it to the Client on the basis of fees
    that are additional or varied compared to the Fees under the existing Engagement, in which
    case:
    a. it shall provide the Client with a summary description of the functionality, features and
    capabilities of the New Version, any release notes, and a full explanation of the
    additional or varied fees that will apply;
    b. the Client may in its sole discretion choose whether accept or reject the proposed New
    Version and additional or varied fees;
    c. If the Client accepts the proposed New Version and additional or varied fees, EVORA
    shall record the agreed details in a Change Control Form in accordance with clause 7.
  13. SIERA accounts and acceptable use
    13.1. The Client shall ensure that its Authorised Users keep passwords for accessing the Software
    Services safe and secure and comply with any other account access security features notified
    to them. The Client shall notify EVORA immediately if it becomes aware of a security breach
    relating to an account of any of its Authorised Users.
    13.2. The Client is responsible for managing, and keeping updated, the Authorised Users that have
    access to the Client’s account on the Software Services and requesting that EVORA delete,
    user accounts of any Authorised User who should no longer have such access, for example
    where they have left the employment of the Client.
    13.3. The Client is responsible for notifying Evora as soon as is reasonably practicable on becoming
    aware of an error or in the event of any proposed material change to its infrastructure
    operating system or of any other circumstances which might materially affect the operation
    of the Software;
    13.4. The Client is responsible for ensuring that the Software is used in a proper manner by
    competent trained persons only or by persons under their supervision;
    13.5. The Client shall use the Services in accordance with the Acceptable Use Policy set out in
    clause 13.6 and shall take reasonable steps to ensure that its Authorised Users are aware
    of and comply with the terms of the Acceptable Use Policy when using the Software Services.
    13.6. Acceptable Use Policy: The Client and its Authorised Users may not use the Software
    Services:
    a. in any way that breaches any applicable local, national or international law or regulation.
    b. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or
    effect.
    c. to transmit, or procure the sending of, any unsolicited or unauthorised advertising or
    promotional material or any other form of similar solicitation (spam).
    d. to knowingly transmit any data, send or upload any material that contains viruses, Trojan
    horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful
    programs or similar computer code designed to adversely affect the operation of any
    computer software or hardware.
    e. to infringe the rights of any person or entity, including without limitation, their
    intellectual property, privacy, publicity or contractual rights.
    f. to reproduce, duplicate, copy or re-sell any part of the Software Services or otherwise
    exploit any content on the Software Service for any unauthorised commercial purpose.
    g. to use the Software Services to create or provide software or services to a third party
    without the permission of EVORA.
    h. Decode, reverse engineer, disassemble, decompile or otherwise translate or convert the
    Software.
    i. Remove or modify the agreed copyright and branding that the Software causes to be
    displayed when used or that is displayed in the User Documentation or on any packaging
    accompanying the Software if delivered on physical media.
    j. Attempt to circumvent or interfere with any security features of the software.
    13.7. If it is necessary for the Client to create an independent program to allow the interoperability
    of Software with other software, it shall seek EVORA’s prior consent to do so in writing
    confirming the reason for its request and requesting the provision of the information
    necessary to enable such interoperability. EVORA may, but is not obliged to, provide such
    information and assistance to client as it considers appropriate.
  14. SIERA data ownership and use
    14.1. The Client shall at all times own the Client Data. The Client shall have sole responsibility for
    the reliability, integrity, accuracy and quality of the Client Data.
    14.2. The Client acknowledges and agrees that the Client Data will be accessible via the SIERA
    Software to its Authorised Users and to any EVORA staff who are supporting the Software
    Services or who are providing Consulting Services to the Client.
    14.3. The Client hereby grants EVORA a non-exclusive, royalty-free, worldwide licence to use the
    Client Data for the purposes of providing the Services in accordance with the terms of the
    Agreement.
    14.4. Certain data comprised within the Client Data may be processed and aggregated within the
    SIERA Software such that it becomes Anonymised Data. The Client agrees that EVORA may
    use Anonymised Data, whether or not derived from Client Data, for any purpose including
    operating the SIERA Software, creating benchmarks and producing reports.
  15. Personal data
    15.1. Each party shall, at its own expense, ensure that it complies with, and where relevant provide
    reasonable assistance to the other party to comply with, Applicable Data Protection Laws in
    respect of any personal data that is processed or transferred in connection with the
    Engagement.
    15.2. The parties acknowledge that as of the Effective Date neither party acts as data processor on
    behalf of the other. If at any point during the term of the Engagement, either party considers
    that one party is acting as data processor on behalf of the other, then the parties will
    negotiate in good faith a separate data processing agreement to cover the matters required
    by Applicable Data Protection Laws.
    15.3. EVORA’s privacy notice regarding the manner in which it collects, stores and processes
    personal data in its performance of the Services, may be found at
    https://evoraglobal.com/privacy-policy/.
  16. Intellectual property
    16.1. EVORA and/or its licensors shall retain ownership of all Intellectual Property Rights in any
    work product conceived, developed or made by EVORA in the performance of the Services,
    including in the Deliverables.
    16.2. EVORA grants the Client, or shall procure the direct grant to the Client of, a worldwide, nonexclusive, royalty-free, perpetual and irrevocable licence (with the right to transfer or sublicense) to use and copy the Deliverables for the purposes of receiving and benefitting from
    the Services.
    16.3. The Client acknowledges and agrees that EVORA and/or its licensors own all Intellectual
    Property Rights in the SIERA Software and the SIERA Documentation. Except as expressly
    stated herein, the Agreement does not grant or transfer to the Client any Intellectual Property
    Rights in respect of the Services or the SIERA Documentation.
    16.4. EVORA warrants that it has all the rights in relation to the SIERA Software and the SIERA
    Documentation that are necessary to grant all the rights it purports to grant under, and in
    accordance with, the terms of the Agreement.
    16.5. EVORA shall indemnify the Client against any and all actions, claims, liabilities, losses,
    damages, costs or expenses (Liabilities) suffered or incurred by the Client arising out of any
    actual or alleged infringement of the Intellectual Property Rights of a third party relating to
    or in respect of the SIERA Software or SIERA Documentation, provided that:
    a. the Liabilities do not arise directly as a result of the modification or alteration of the
    SIERA Software by the Client (except where authorised by or envisaged by EVORA);
    b. the Client shall notify EVORA in writing as soon as reasonably practicable of any
    Liabilities, specifying the nature in reasonable detail;
    c. the Clientshall not make any admission of liability, agreement or compromise in relation
    to any action or claim without the prior written consent of EVORA (such consent not to
    be unreasonably conditioned, withheld or delayed);
    d. the Client shall give EVORA and its professional advisers access at reasonable times (on
    reasonable prior notice) to its officers, directors, employees, agents, representatives or
    advisers, and to any relevant documents and records within the power or control of the
    Client, so as to enable EVORA and its professional advisers to examine them and to take
    copies (at EVORA’s expense) for the purpose of assessing the action or claim;
    e. subject to EVORA providing security to the Client to the Client’s reasonable satisfaction
    against any claim, liability, costs, expenses, damages or losses which may be incurred,
    the Client shall take such action as EVORA may reasonably request to avoid, dispute,
    compromise or defend the action or claim; and
    f. nothing in this clause shall restrict or limit the Client’s general obligation at law to
    mitigate any loss it may suffer or incur as a result of an event that may give rise to a claim
    under this indemnity.
  17. Confidentiality
    17.1. EVORA shall seek the Client’s prior consent to EVORA announcing without limitation, through
    advertising, and by references in proposals or submissions to prospective clients, that it is
    providing or has provided the Services to the Client. Such consent shall not be unreasonably
    withheld or delayed by the Client.
    17.2. The Client shall keep confidential and not disclose to any third party (whether before or after
    termination or expiry of the Engagement): (a) any information received by it in respect of the
    methodologies and/or technologies used by EVORA in providing the Services; (b) the details
    of the commercial terms on which EVORA provides the Services; and (c) any other information
    in respect of EVORA’s business activities which comes into its possession as a consequence of
    EVORA providing the Services and which is not publicly available.
    17.3. EVORA shall keep confidential and not disclose to any third party (whether before or after
    termination or expiry of the Engagement): any information in respect of the Client’s
    properties or business activities (including all Client Data) which comes into its possession as
    a consequence of EVORA providing the Services and which is not publicly available.
    17.4. Notwithstanding clauses 17.2 and 17.3:
    a. either party may share the other party’s information with its employees, officers,
    representatives, subcontractors or professional advisers (Representatives) who need to
    know such information for the purposes of carrying out the party’s obligations under the
    Engagement provided that those Representatives are subject to an obligation of
    confidentiality and the party shall remain liable for any failure by its Representatives to
    comply with the obligations set out in this clause 17;
    b. either party may disclose the other party’s information as required by law, a court of
    competent jurisdiction or any governmental or regulatory authority;
    c. the Client acknowledges that Client Data will be available to its Authorised
    Representatives and to EVORA employees via the SIERA Software; and
    d. EVORA may disclose or transfer Client Data to third parties (such as for example GRESB)
    where specifically requested by, or authorised in writing in advance by, the Client.
    17.5. The provisions of this clause 17 shall survive for a period of two years from termination or
    expiry of this agreement.
  18. Insurance
    18.1. During the term of the Engagement, EVORA shall maintain in force, with a reputable
    insurance company:
    a. Professional indemnity insurance with a limit of not less than two million pounds
    (£2,000,000) for any one occurrence or series of occurrences arising out of any one
    event;
    b. Public liability insurance with a limit of not less than two million pounds (£2,000,000);
    and shall produce to the Client on request documentary evidence that the insurance so
    required is being properly maintained.
  19. Limitation on liability
    19.1. Nothing in the Agreement shall limit or exclude either party’s liability for:
    a. death or personal injury caused by its negligence, or the negligence of its personnel,
    agents or sub-contractors;
    b. fraud or fraudulent misrepresentation;
    c. any other liability which cannot be limited or excluded by applicable law.
    19.2. Subject to clause 19.1:
    a. neither party to the Agreement shall have any liability to the other party, whether in
    contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (i)
    loss of profit, loss of revenue, loss of business opportunities, loss of anticipated savings,
    or loss or corruption of data; or (ii) indirect or consequential loss; arising under or in
    connection with the Agreement;
    b. the total aggregate liability of either party to the other in respect of all other loss or
    damage arising under or in connection with the Agreement, whether in contract, tort
    (including negligence), breach of statutory duty, or otherwise shall be limited to the
    amount specified in the Engagement Letter provided that this shall not exceed two
    million pounds (£2 million).
  20. Termination
    20.1. Without prejudice to any other rights or remedies to which the parties may be entitled, either
    party may terminate the Engagement with immediate effect by giving written notice to the
    other party if the other party:
    a. commits a material breach of any of the terms of the Agreement and (if such a breach is
    remediable) fails to remedy that breach within 30 days of that party being notified in
    writing of the breach; or
    b. becomes insolvent or takes or has taken against it any step or action in connection with
    its entering into administration, provisional liquidation or any composition or
    arrangement with its creditors (other than in relation to a solvent restructuring), or is
    wound up (whether voluntarily or by order of the court, unless for the purpose of a
    solvent restructuring), or has a receiver appointed over any of its assets or ceases to
    carry on business.
    20.2. Without prejudice to any other rights or remedies to which it may be entitled, EVORA may
    terminate the Engagement with immediate effect by giving written notice to the Client if the
    Client fails to pay any amount due under the Agreement on the due date for payment and
    remains in default not less than 20 days after being notified in writing to make such payment.
    20.3. Without prejudice to any other rights or remedies to which the parties may be entitled, either
    party may terminate the Engagement at any time, but only in respect of Consultancy Services
    comprised within the Engagement, by providing the other party with not less than 90 days
    prior notice in writing. In such event EVORA shall be entitled to payment of fees for the
    Services it has performed, and payment of the expenses it has properly incurred, up to the
    date of termination. Where the Engagement Letter does not identify how to calculate the
    fees that shall be payable where termination under this Clause 20.3 occurs, a fair and
    reasonable pro rata calculation shall apply having regard to the fees payable for the
    completion of the Engagement, the expected duration of the entire Engagement and the
    Services performed prior to termination. For the avoidance of doubt, the right to terminate
    under this clause 20.3 shall not apply in respect of Software Services.
  21. Consequences of termination
    21.1. On termination or expiry of the Agreement for any reason:
    a. the Clientshall immediately pay to EVORA all of the EVORA’s outstanding unpaid invoices
    and, in respect of the Services supplied but for which no invoice has been submitted,
    EVORA may submit an invoice based on time spent and reasonable incurred expenses
    up to the data of termination, which shall be payable immediately on receipt;
    b. EVORA shall on request of the Client return or securely destroy any of the Confidential
    Information of the Client it its possession.
    21.2. For a period of 60 days after termination or expiry of the Agreement, EVORA shall continue
    to provide the Client with access to the SIERA Software to allow the Client to download all
    Client Data and accordingly the licence granted under clause 11.1 shall continue for this
    period.
    21.3. On request of the Client if received within 60 days of termination or expiry of the Agreement
    and on payment of reasonable fees to EVORA, EVORA shall transfer to the Client a copy of all
    Client Data either an SQL database backup, Excel or CSV file.
    21.4. On termination or expiry of the Agreement, any provision of the Agreement that expressly or
    by implication is intended to come into or continue in force on or after termination or expiry
    of the Agreement shall remain in full force and effect
    21.5. Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or
    liabilities of the parties that have accrued up to the date of termination or expiry.
  22. Force Majeure
    22.1. 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
    22.2. Provided it has complied with Clause 22.4, if a party is prevented, hindered or delayed in or
    from performing any of its obligations under the Agreement by a Force Majeure Event
    (Affected Party), the Affected Party shall not be in breach of the Agreement or otherwise
    liable for any such failure or delay in the performance of such obligations. The time for
    performance of such obligations shall be extended accordingly.
    22.3. The corresponding obligations of the other party will be suspended, and its time for
    performance of such obligations extended, to the same extent as those of the Affected Party.
    22.4. The Affected Party shall:
    a. as soon as reasonably practicable after the start of the Force Majeure Event notify the
    other party in writing of the Force Majeure Event, the date on which it started, its likely
    or potential duration, and the effect of the Force Majeure Event on its ability to perform
    any of its obligations under the Agreement; and
    b. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the
    performance of its obligations.
    22.5. If a Force Majeure Event continues for a period of longer than 60 days, the party not affected
    by the Force Majeure Event shall be entitled to terminate the Engagement immediately on
    written notice to the other party.
  23. Assignment
    23.1. Neither party may assign, transfer, charge or otherwise deal with this all or any of its rights
    or obligations under the Agreement without the prior written consent of the other party (such
    consent not to be unreasonably withheld or delayed).
  24. Entire agreement
    24.1. The 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.
    24.2. Except in relation to fraudulent misrepresentation (in respect of which neither party’s liability
    is limited or excluded) neither party shall have any right or liability in respect of any
    statement, representation, assurance or promise made (whether made innocently or
    negligently) prior to the Effective Date.
  25. Variation
    25.1. Subject to Clause 6.1 (Change control), no variation of the Agreement shall be effective unless
    it is in writing and signed by the parties (or their authorised representatives).
  26. Severance
    26.1. If any provision or part-provision of the Agreement is or becomes invalid, illegal or
    unenforceable, it shall be deemed modified to the minimum extent necessary to make it
    valid, legal and enforceable. If such modification is not possible, the relevant provision or
    part-provision shall be deemed deleted. Any modification to or deletion of a provision or partprovision under this clause shall not affect the validity and enforceability of the rest of the
    Agreement.
  27. Waiver
    27.1. A waiver of any right or remedy under the Agreement or by law is only effective if given in
    writing and shall not be deemed a waiver of any subsequent breach or default.
    27.2. A failure or delay by a party to exercise any right or remedy provided under the Agreement
    or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent
    or restrict any further exercise of that or any other right or remedy. No single or partial
    exercise of any right or remedy provided under the Agreement or by law shall prevent or
    restrict the further exercise of that or any other right or remedy.
  28. No partnership or agency
    28.1. Nothing in the Agreement shall create or be deemed to create a partnership or agency
    relationship between the parties.
  29. Third party rights
    29.1. The Agreement shall not create any rights that shall be enforceable by anyone other than the
    parties to the Agreement, any person to whom it is lawfully assigned (who may enforce any
    term of this Agreement), and no other third party shall have the right to enforce this
    Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
    29.2. The rights of the parties to rescind or vary the Agreement are not subject to the consent of
    any other person.
  30. Notices
    30.1. Any notice or other communication given to a party under or in connection with the
    Agreement shall be in writing and shall be:
    a. delivered by hand or by pre-paid first-class post or other next working day delivery
    service at its registered office (if a company) or its principal place of business (in any
    other case); or
    b. sent by email to the email address for the manager for the Services appointed by the
    party in accordance with clause 3.5 or clause 4.1.b.
    30.2. A notice or other communication shall be deemed to have been received: if delivered by
    hand, 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 Business Day after posting or at the time recorded by the delivery service; or, if
    sent by email, at 9.00am on the next Business Day after transmission at the time of sending
    provided no out of office return email is received.
    30.3. This clause shall not apply to the service of any proceedings or other documents in any legal
    action or, where applicable, any arbitration or other method of dispute resolution.
  31. Governing law and jurisdiction
    31.1. The Agreement and any dispute or claim arising out of or in connection with it or its subject
    matter or formation (including non-contractual disputes or claims) shall be governed by and
    construed in accordance with the law of England and Wales.
    31.2. In the event that the Client is dissatisfied with the provision of the Services by EVORA under
    the Agreement it must refer such complaint in the first instance to the EVORA director in
    charge of the Engagement in accordance with the provisions of EVORA’s complaints
    procedure current at the time of the complaint. EVORA shall supply to the Client a copy of
    the complaints procedure upon the request of the Client.
    31.3. Each party irrevocably agrees that the courts of England and Wales shall have exclusive
    jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement
    or its subject matter or formation (including non-contractual disputes or claims).
    Annex 1: Software Maintenance Services
  32. Support Services
    32.1. Client shall nominate a Manager (the Client Manger) to be available to liaise with, and
    respond to queries from, the Evora Support Manager and/or the Evora Client Manager.
    32.2. Evora shall supply the following services:
    a. the Support Service
    b. the Maintenance Release Updating Service; and
    c. such of the Optional Services as are included from time to time within an order for
    Optional Services agreed between Evora and Client under the change control procedure
    as defined within the Agreement
    32.3. The Support Service shall be provided during a Normal Business Day as defined in the
    agreement.
    32.4. If additional technical support is required in any month, it will be provided by Evora at the
    rates set out either in the engagement letter agreed to deliver the services or at the rate set
    out in Clause 5 Optional Technical Software Services (as varied from time to time in
    accordance with this Agreement) of this Annex.
    32.5. The Support Service shall meet the Service Levels set out in clause 4 Service Levels.
    32.6. In relation to the Maintenance Release Updating Service:
    a. Evora shall issue any Modifications of the Software as and when required in the
    reasonable opinion of Evora;
    b. Before issuing any Modification, Evora shall test the same to ensure that it performs fully
    in accordance with its specification and the Documentation (which in the case of a New
    Version, shall be the specification and Documentation relevant to that New Version).
    c. The Maintenance Release Updating Service shall include the supply to the Client of all
    revisions to the Documentation which are necessary to reflect any Modification; and
    d. For the avoidance of doubt, the cost of the Updating Service is included in the Charges
    payable to the Support Service.
  33. Support Staff
    33.1. Evora shall appoint an Evora Support Manager who shall be responsible for the co-ordination
    of all matters relating to the Services. All communications, documentation and materials
    relating to this Agreement shall be sent as appropriate by the Evora Support Manager to the
    Client Manager. Each party shall notify the other in writing promptly if there is any proposed
    change to those appointments; and
    33.2. The Evora Support Manager shall not be replaced without the prior written approval of Client
    (such approval not to be unreasonably withheld or delayed). Client may request, on
    reasonable grounds, the replacement of the Evora Support Manager or any other member of
    the Support Staff.
    33.3. In addition to its Evora Support Manager, Evora shall provide sufficient Support Staff to fulfil
    its obligations under the terms of this Agreement. The Support Staff shall be suitably trained
    and experienced in the support and maintenance of the Supported Software. Evora shall take
    all reasonable steps to maintain continuity in relation to the Support Staff team.
  34. Software Maintenance Service Key Principles
    34.1. Evora will undertake any support requested by the Client under the following principles:
    a. Means of Communication
    i. Any support provided will be managed between the Client Manager and the EVORA
    Support Manager or anyone either party nominates to manage the support request
    on their behalf. EVORA will revert any other support request back to the Client
    Manager if received by another person(s) from Client. The primary communication
    tool would be email
    b. Issue Detail: The Client is requested to provide the following detail when reporting an
    issue:
    i. The problem
    ii. How it can be replicated
    iii. If the problem can be replicated 100%
    iv. Impact: The extent the problem is creating an issue to normal operations and
    number of users affected
    34.2. Evora Reporting and Feedback
    a. The Evora Support Manager will provide an initial assessment of the problem to the
    Client Manager, providing an indication of time required to fix the problem. EVORA will
    regularly update the Client on the issue until resolution.
    34.3. Supported Areas
    a. Evora will provide support for the following
    i. Any UI issues – such as misspelt word or a rendering issue
    ii. Any data issue found to be a result of a formula within the SIERA system, rather than
    the source data imported from Client systems
    iii. Any user permission issues
    iv. Any issue which is 100% related to the software itself rather than any hosting
    environment issues.
    34.4. Unsupported Areas
    a. Evora cannot guarantee to provide Support for the following:
    i. Any issue which is established to be a problem with the hosting environment such as
    slowness of the system or the website being unresponsive
  35. Service Levels
    35.1. All service levels operate during the Normal Business Day as defined within the Agreement
    35.2. Response / Priority
    Evora will provide users of the Software support in dealing with issues through a helpdesk
    service through email. An acknowledgment receipt is automatically generated to advise the
    user that the issue has been received. Support emails have a response time within 24 hours
    within Normal Business Days.
    An initial triage is carried out to verify the level of priority and to establish a target for
    resolution or circumvention. The target for resolution would be as soon as possible but would
    typically be between 2-5 days. The Client will be advised of the plan for resolution or
    circumvention and progress can be reported at a frequency agreed with the Client.
    Resolution or circumvention of issues reported may require the provision of a Temporary as
    well Permanent Fix.
    The nominated Evora Support Manager would also be contactable via email and phone to
    support in the management and communication of issue resolution and escalation if
    required.
    35.3. A “Temporary Fix” is an acceptable temporary work around the issue which allows the
    Services to be provided without substantial degradation in performance. A Temporary Fix
    can include changing back to a previous version of software. Such a fix will only be
    implemented with the agreement of Customer’s Representative.
    35.4. A “Permanent Fix” is a permanent resolution of the issue which restores the Services to
    optimum level.
    35.5. “A.S.A.P.” Means in such reasonable time as is physically and technically possible with due
    regard for the severity and complexity of the issue and the integrity of the solution.
    35.6. “Priority” is a measure based on impact and severity, outlined when reporting an issue, and
    dictates the response that the event will receive.
    35.7. Classification of support priorities
    a. HIGH – A major issue which prevents the Services or a part thereof from being run and/or
    cripples the Software or a part thereof or causes severe performance degradation;
    causes a halt to the operation of important tasks by Customer or places the operation of
    such tasks at risk;
    b. MEDIUM – A major problem with the running of the Services, notably to perform in
    accordance with and provide the facilities, functions and capacity as set out in the
    Proposal or relevant technical documentation, (other than a major issue)
    c. LOW – A minor inconvenience which causes minor disruption to the Customer.
  36. Optional Technical Software Services
    36.1. The rate for Optional Technical Software Services is £990 per day.

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