General Terms & Conditions

1. Definitions and interpretation

1.1 In these Conditions the following definitions apply:

Affiliate

means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

Applicable Law

means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national or international in any relevant jurisdiction;

Bribery Laws

means all Applicable Laws in connection with bribery or anti-corruption;

Business Day

means a day other than a Saturday, Sunday, public holiday or UK bank holiday;

Conditions

means the Supplier's terms and conditions of supply set out in this document;

Confidential Information

means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

Contract

means the agreement between the Supplier and the Customer for the supply and purchase of Services incorporating these Terms and Conditions and including all their respective attachments and annexures;

Control

means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls, Controlled and under common Control shall be construed accordingly;

Customer

means the named party in the Contract which has agreed to purchase the Services from the Supplier and whose details are set out in the Proposal;

Data

means information and content collected through the use of the Services, or generated during the Customer's use of the Services.

Data Protection Laws means, as binding on either party or the Services:

(a) the GDPR;

(b) any laws which implement any such laws; and

(c) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

Documentation

means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Services;

Force Majeure

means an event or sequence of events beyond a party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract, including but not limited to an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption, acts of terror, sabotage or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Supplier's or its suppliers' workforce, but excluding the Customer's inability to pay or circumstances resulting in the Customer's inability to pay;

GDPR

means the EU General Data Protection Regulation 2016/679 and/or the UK GDPR;

Intellectual Property Rights means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:

(a) whether registered or not;

(b) including any applications to protect or register such rights;

(c) including all renewals and extensions of such rights or applications;

(d) whether vested, contingent or future;

(e) to which the relevant party is or may be entitled, and

(f) in whichever part of the world existing;

IPR Claim

has the meaning given in clause 11.1;

Modern Slavery Policy

means the Supplier's anti-slavery and human trafficking policy in force and notified to the Customer from time to time;

Proposal

means the proposal for the Services from the Supplier;

Personal Data

shall have the meaning given to it in applicable Data Protection Laws from time to time;

Price

has the meaning set out in clause 3.1;

Protected Data

means Personal Data received from or on behalf of the Customer in connection with the performance of the Supplier's obligations under the Contract.

Services

means the Services set out in the Proposal and to be performed by the Supplier for the Customer in accordance with the Contract;

Supplier

means any Affiliate(s) of the Clevry Group.

Supplier Personnel

means all employees, officers, staff, other workers, agents and consultants of the Supplier, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time; and

Contract Term

Unless otherwise stated in the Contract, the term is 12 months and will automatically renew for successive 12-month periods unless either party gives at least 30 days' written notice before the end of the current term.

1.2 In these Conditions, unless the context requires otherwise:

1.2.1 a reference to the Contract includes these Conditions, and their respective schedules, appendices and annexes (if any);

1.2.2 any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

1.2.3 a reference to a 'party' includes that party's personal representatives, successors and permitted assigns;

1.2.4 a reference to a 'person' includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns;

1.2.5 a reference to a 'company' includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.6 words in the singular include the plural and vice versa;

1.2.7 any words that follow 'include', 'includes', 'including', 'in particular' or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.8 a reference to 'writing' or 'written' includes any method of reproducing words in a legible and non-transitory form;

1.2.9 without prejudice to the provisions of clause 13, a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract;

1.2.10 without prejudice to the provisions of clause 13, a reference to legislation includes all subordinate legislation made from time to time under that legislation;

2. Application of these conditions

2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.

2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase conditions, proposal, confirmation/acceptance of proposal or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.

2.3 No variation of these Conditions or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Supplier and the Customer respectively.

2.4 Each Proposal accepted by the Customer shall be an offer to purchase Services subject to the Contract including these Conditions.

2.5 If the Supplier is unable to perform any work set out in the Contract, it shall notify the Customer in writing as soon as reasonably practicable.

2.6 The offer constituted by a Proposal shall remain in effect and be capable of being accepted by the Supplier as defined in the Proposal, after which time it shall automatically lapse and be withdrawn.

2.7 In the event any modification or variation is sought by the Customer, the Supplier may, at its discretion, accept or reject any Proposal modified/varied by the Customer. A modified Proposal shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:

2.7.1 the Supplier's written acceptance of the same modified/varied Proposal; or

2.7.2 the Supplier performing the Services or notifying the Customer that they are ready to be performed (as the case may be).

2.8 Rejection by the Supplier of a modified/varied Proposal, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.

2.9 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Customer.

2.10 Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

3. Price and payment

3.1 The price for the Services shall be as set out in the Contract.

3.2 The Prices are exclusive of VAT, sales tax, withholding tax, and any other taxes, duties, or levies imposed by any governmental authority (collectively, "Taxes").

3.3 The Customer shall pay any applicable VAT or other Tax to the Supplier on receipt of a valid invoice.

3.4 The invoicing party can be any of the Supplier's Affiliates.

3.5 When renewing the Contract, the price for the following term will be determined according to the price list valid at the renewal date.

4. Performance

4.1 The Services shall be available to the Customer on the date(s) specified in the Contract, or otherwise agreed in writing.

4.2 The Supplier shall not be liable for:

4.2.1 any delay caused by the Customer; or

4.2.2 Force Majeure.

5. Warranty

5.1 The Supplier warrants that the Services shall:

5.1.1 conform in all respects to their description;

5.1.2 be free from material defects;

5.1.3 be supplied with reasonable care and skill;

5.2 The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer's business and needs.

5.3 As the Customer's sole and exclusive remedy, the Supplier shall, at its option, remedy, re-perform or refund the Services that do not comply with clause 5.1, provided that:

5.3.1 the Customer serves a written notice on the Supplier not later than five Business Days from performance in the case of defects discoverable by an inspection; and

5.3.2 such notice specifies that some or all of the Services do not comply with clause 5.1 and identifies in sufficient detail the nature and extent of the defects; and

5.3.3 the Customer gives the Supplier a reasonable opportunity to examine the claim of the defective Services.

5.4 The provisions of these Conditions shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.

5.5 The Customer acknowledges that the Services are provided as a decision-support tool only. The Supplier does not make employment or other personnel decisions and shall have no responsibility for any hiring, promotion, redundancy, dismissal or other employment-related decisions made by the Customer.

5.6 The Customer is solely responsible for ensuring that its recruitment, employment and decision-making practices comply with Applicable Law, including employment, discrimination and equality legislation.

6. Anti-bribery

6.1 Each party shall comply with applicable Bribery Laws and Supplier's Code of Conduct.

6.2 Any breach of this clause 6 by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle the Supplier to immediately terminate the Contract by notice under clause 15.1.1.

7. Anti-slavery

7.1 Each party shall comply with applicable anti-slavery laws and Supplier's Code of Conduct.

7.2 Any breach of clause 7 by the Customer shall be deemed a material breach of the Contract and shall entitle the Supplier to terminate the Contract with immediate effect.

8. Indemnity and insurance

8.1 Subject to clause 9, each party (the "Indemnifying Party") shall indemnify, and keep indemnified, the other party (the "Indemnified Party") against any losses, damages, liabilities, costs (including reasonable legal fees) and expenses suffered or incurred by the Indemnified Party arising out of any third-party claim to the extent resulting from the Indemnifying Party's material breach of the Contract.

9. Limitation of liability

9.1 The extent of the parties' liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 9.

9.2 Subject to clauses 9.5, the Supplier's maximum liability (howsoever arising, including negligence) for each claim or series of connected claims arising under or in connection with the Contract shall not exceed the higher of:

9.2.1 the aggregate sums received by the Supplier from the Customer in respect of the Price in the last 12 months of the Contract prior to the cause of action giving rise to the damages.

9.2.2 the sum of £25,000.

9.3 Subject to clauses 9.5, neither Party shall be liable for consequential, indirect or special losses.

9.4 The Supplier shall not be liable for any of the following (whether direct or indirect):

9.4.1 loss of profit;

9.4.2 loss or corruption of data;

9.4.3 loss of use;

9.4.4 loss of production;

9.4.5 loss of contract;

9.4.6 loss of opportunity;

9.4.7 loss of savings, discount or rebate (whether actual or anticipated);

9.4.8 harm to reputation or loss of goodwill.

9.5 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

9.5.1 death or personal injury caused by negligence;

9.5.2 fraud or fraudulent misrepresentation;

9.5.3 any other losses which cannot be excluded or limited by Applicable Law;

9.5.4 any losses caused by wilful misconduct.

9.6 Notwithstanding clause 9.2, the Supplier's total aggregate liability arising out of or in connection with any breach of its obligations under clause 12 (Data rights and processing of personal data) and/or the parties' Data Processing Agreement ("DPA") shall not exceed 150% of the aggregate sums received by the Supplier from the Customer in respect of the Price in the 12 months preceding the event giving rise to the claim.

10. Intellectual property

10.1 Subject to clause 9, the Supplier shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that performance or benefit of the Services infringes the Intellectual Property Rights of any third party (IPR Claim), provided that the Supplier shall have no such liability if the Customer:

10.1.1 does not notify the Supplier in writing setting out full details, including the nature of the claim, the specific intellectual property rights alleged to be infringed, and the jurisdiction where the claim is being made, of any IPR Claim of which it has notice as soon as is reasonably possible;

10.1.2 makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier;

10.1.3 does not let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;

10.1.4 does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;

10.1.5 does not, at the Supplier's request, provide the Supplier with all reasonable assistance in relation to the IPR Claim (at the Customer's expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer;

10.1.6 uses the Services in combination with any other goods or services, which without such combination, no IPR Claim could or would have been made.

10.2 If any IPR Claim is made or is reasonably likely to be made, the Supplier may at its option, modify or replace the infringing part of the Services so as to avoid the infringement or alleged infringement.

10.3 The Supplier's obligations under clause 10.1 shall not apply to Services modified or used by the Customer other than in accordance with the Contract or the Supplier's instructions. The Customer shall indemnify the Supplier against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the Supplier in connection with any claim arising from such modification or use.

10.4 The Supplier retains all rights, title, and interest, including all intellectual property rights, in and to the Platform, software, content, and any related materials provided as part of the Services (collectively, the "Services"). The Customer acknowledges that no ownership rights are transferred under this Contract, and all intellectual property rights related to the Services remain the exclusive property of the Supplier.

10.5 Subject to the terms of this Contract, the Supplier grants the Customer a limited, non-exclusive, non-transferable, revocable licence to access and use the Services solely for the Customer's internal business purposes during the term of the subscription. This licence is granted only for the use of the Services and does not include any rights to modify, distribute, or sublicence the Services or any part thereof.

10.6 The Customer shall not (a) reverse engineer, decompile, or disassemble the Services; (b) copy, modify, or create derivative works of the Services; (c) use the Services for any unlawful purpose; or (d) sublicence, rent, lease, or transfer the Services to any third party without the Supplier's prior written consent. (e) access or use the Services for the purpose of developing, training, benchmarking or improving any product or service that competes with the Services, nor use the Services to replicate, extract or derive the underlying methodology, scoring models, trait frameworks, algorithms or assessment structures.

11. Confidentiality and announcements

11.1 The Parties shall keep confidential all Confidential Information of each Party and of its Affiliates and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

11.1.1 any information which was in the public domain at the date of the Contract;

11.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

11.1.3 any information which is independently developed by the Customer without using information supplied by the Supplier or by any Affiliate of the Supplier; or

11.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

11.2 This clause shall remain in force in perpetuity.

11.3 The Customer shall not disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

12. Data rights and processing of personal data

12.1 The Customer retains full ownership of all Data submitted to the Services by or on behalf of the Customer. The Customer shall have access to and control over its Data, including the ability to modify, export, or delete the Data.

12.2 The Customer grants the Supplier a non-exclusive, worldwide, royalty-free right to process Customer Data for the purposes of:

(a) providing, operating and supporting the Services;

(b) maintaining the security and integrity of the Services;

(c) troubleshooting, testing and monitoring performance; and

(d) developing, improving and enhancing the Services,

in each case in accordance with the Contract and the Data Processing Agreement.

12.3 The Customer grants the Supplier the right to aggregate, anonymise, and use the Data for the purposes of improving the Services, developing new features, conducting research, and generating insights, provided that such data is anonymised and cannot be traced back to the Customer. Where data is anonymised such that it cannot reasonably be used to identify the Customer or any individual, such anonymised data shall not constitute Customer Data.

12.4 Upon termination or expiration of the Contract, the Supplier will retain Data for a reasonable period as necessary to comply with legal obligations or for backup purposes. The Customer may request the deletion of Data, and the Supplier will delete such data within a reasonable time frame, subject to applicable legal or regulatory retention requirements.

12.5 The parties agree upon the details of data privacy and personal data processing in a separate Data Processing Agreement ("DPA") which will be considered an essential part of the Contract.

13. Force majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 12 weeks, the Supplier may terminate the Contract by written notice to the other party.

14. Term and Termination

14.1 The Supplier may terminate the Contract or deny access to the Platform at any time by giving notice in writing to the Customer if:

14.1.1 the Customer commits a material breach of Contract and such breach is not remediable or remedied within a reasonable time;

14.1.2 the Customer has failed to pay any amount due under the Contract on the due date; or

14.1.3 the Customer becomes, or if it is realistically anticipated that the Customer will become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors which is not dismissed within 30 days of the filing thereof.

14.1.4 the Customer stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

14.1.5 suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

14.1.6 is subject to any events or circumstances analogous to those in clause 14.1 in any jurisdiction;

14.2 If either Party becomes aware that any event has occurred, or circumstances exist, which may entitle it to terminate the Contract under this clause 14, it shall immediately notify the other Party in writing.

14.3 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.

14.4 Unless either party gives a written notice of contract termination to the other at least one month prior to the expiration of the Contract Term, the Contract will automatically renew for a subsequent term.

15. Notices

15.1 Any notice or other communication given by a party under these Conditions shall be sent by email: Notifications to the Supplier shall be delivered to [email protected] and the email address set out in the Contract. Notifications to the Customer shall be delivered to the email address set out in the Contract or any other address known to the Supplier.

15.2 Notices may be given and are deemed received on receipt of a delivery email from the correct address.

15.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 15.1 and shall be effective:

15.3.1 on the date specified in the notice as being the date of such change; or

15.3.2 if no date is so specified, 10 Business Days after the notice is deemed to be received.

15.4 This clause does not apply to notices given in legal proceedings or arbitration.

15.5 All references to time are to the local time at the place of deemed receipt.

16. Cumulative remedies

The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.

17. Further assurance

The Customer shall at the request of the Supplier, and at the Customer's own cost, do all acts and execute all measures which are necessary to give full effect to the Contract.

18. Entire agreement

18.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

18.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

18.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

19. Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

20. Assignment

The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier's prior written consent.

21. No partnership or agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.

22. Equitable relief

The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

23. Severance

23.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

23.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

24. Waiver

24.1 No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

24.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.

24.3 A waiver of any term, provision, condition or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.

25. Compliance with law

Both Parties shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

26. Costs and expenses

Both Parties shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

27. Third party rights

27.1 Except as expressly provided for in clause 27.2 and 27.3, a person who is not a party to the Contract shall not have any rights to enforce any of the provisions of the Contract.

27.2 Any Affiliate of the Supplier shall be entitled to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

27.3 The Supplier shall be entitled to use third parties for Debt Collection if the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 calendar days after the Supplier has given notification that the payment is overdue. The Customer shall be liable for the direct costs and expenses charged by the debt collection agency to the Supplier in connection with such collection.

28. Dispute resolution

28.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 28.

28.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

28.3 The parties shall use all reasonable endeavours to reach a negotiated resolution. Within 10 Business Days of service of the notice, the parties shall meet to discuss the dispute and attempt to resolve it.

29. Reasonable Usage

"Reasonable Usage" means using the Clevry Services in line with the expected level of activity agreed between the Customer and Clevry at the time of purchase, based on the Customer's subscription tier, headcount, and agreed scope of usage.

Clevry monitors usage to ensure it remains consistent with the expected usage. If the Customer's actual use of the Services increases significantly — for example, through a materially higher number of assessed candidates or completed assessments — Clevry may contact the Customer to discuss moving to a higher plan or adjusting the subscription fee to reflect the increased usage.

Unreasonable or excessive usage includes, without limitation:

• Automated or unusually high-volume access, queries, or downloads that materially exceed typical usage levels of similar customers;
• Use of the Platform for the benefit of third parties outside the Customer's organization without prior written consent from Clevry; or
• Attempts to bypass, disable, or otherwise interfere with technical limits, security measures, or licencing controls within the Platform.

Clevry reserves the right to monitor usage patterns to ensure compliance with this clause and may take reasonable actions — including temporary suspension, rate-limiting, or contacting the Customer — if usage is determined to be excessive or detrimental to service performance.

Clevry will always act reasonably and in good faith when determining whether usage has exceeded reasonable levels.

30. Governing law

The governing law is determined in the Contract.

1. Definitions and interpretation

Affiliate

means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

Applicable Law

means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national or international in any relevant jurisdiction;

Bribery Laws

means all Applicable Laws in connection with bribery or anti-corruption;

Business Day

means a day other than a Saturday, Sunday, public holiday or UK bank holiday;

Commencement Date

means the start date for the Services as set out in the Statement of Work;

Conditions

means the Supplier's terms and conditions of supply set out in this document;

Confidential Information

means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

Contract

means the agreement between the Supplier and the Customer for the supply and purchase of the Services, comprising this Statement of Work, these Terms and Conditions, and any schedules, appendices, attachments, or annexes expressly incorporated by reference;

Contract Term

means the period commencing on the earlier of the date of signature by both parties and the Commencement Date, where a Commencement Date is specified, and continuing until the Services have been completed and the final Deliverables have been provided, or until the Contract is terminated in accordance with these Conditions;

Control

means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls, Controlled and under common Control shall be construed accordingly;

Customer

means the named party in the Contract which has agreed to purchase the Services from the Supplier and whose details are set out in the Statement of Work;

Data

means information and content collected through the use of the Services, or generated during the Customer's use of the Services;

Data Protection Laws means, as binding on either party or the Services:

(a) the GDPR;

(b) any laws which implement any such laws; and

(c) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

Deliverables

means the outputs, materials, reports, documents, workshops, sessions, or other deliverables to be provided by the Supplier as described in the Statement of Work;

Documentation

means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Services;

Force Majeure

means an event or sequence of events beyond a party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract, including but not limited to an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption, acts of terror, sabotage or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Supplier's or its suppliers' workforce, but excluding the Customer's inability to pay or circumstances resulting in the Customer's inability to pay;

GDPR

means the EU General Data Protection Regulation 2016/679 and/or the UK GDPR;

Intellectual Property Rights means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:

(a) whether registered or not;

(b) including any applications to protect or register such rights;

(c) including all renewals and extensions of such rights or applications;

(d) whether vested, contingent or future;

(e) to which the relevant party is or may be entitled, and

(f) in whichever part of the world existing;

IPR Claim

has the meaning given in the Intellectual Property clause;

Modern Slavery Policy

means the Supplier's anti-slavery and human trafficking policy in force and notified to the Customer from time to time;

Personal Data

shall have the meaning given to it in applicable Data Protection Laws from time to time;

Price

has the meaning set out in clause 3.1;

Protected Data

means Personal Data received from or on behalf of the Customer in connection with the performance of the Supplier's obligations under the Contract;

Services

means the consultancy services, work, activities, and Deliverables described in the Statement of Work, to be performed by the Supplier for the Customer in accordance with the Contract;

Supplier

means any Affiliate(s) of the Clevry Group; and

Supplier Personnel

means all employees, officers, staff, other workers, agents and consultants of the Supplier, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time;

2. Application of these conditions

2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.

2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase conditions, Statement of Work, confirmation/acceptance of Statement of Work or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.

2.3 No variation of these Conditions or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Supplier and the Customer respectively.

2.4 Each Statement of Work accepted by the Customer shall be an offer to purchase Services subject to the Contract including these Conditions.

2.5 If the Supplier is unable to perform any work set out in the Contract, it shall notify the Customer in writing as soon as reasonably practicable.

2.6 The offer constituted by a Statement of Work shall remain in effect and be capable of being accepted by the Supplier as defined in the Statement of Work, after which time it shall automatically lapse and be withdrawn.

2.7 In the event any modification or variation is sought by the Customer, the Supplier may, at its discretion, accept or reject any Statement of Work modified/varied by the Customer. A modified Statement of Work shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:

2.7.1 the Supplier's written acceptance of the same modified/varied Statement of Work; or

2.7.2 the Supplier performing the Services or notifying the Customer that they are ready to be performed (as the case may be).

2.8 Rejection by the Supplier of a modified/varied Statement of Work, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.

2.9 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Customer.

2.10 Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

3. Price and payment

3.1 The price for the Services shall be as set out in the Contract.

3.2 The Prices are exclusive of VAT, sales tax, withholding tax, and any other taxes, duties, or levies imposed by any governmental authority (collectively, "Taxes").

3.3 The Customer shall pay any applicable VAT or other Tax to the Supplier on receipt of a valid invoice.

3.4 The invoicing party can be any of the Supplier's Affiliates.

3.5 Clevry will invoice 50% of the total fees on signature of the Contract. The remaining 50% will be invoiced on completion of the Services or delivery of the final Deliverables. For phased or longer engagements, the remaining 50% may be invoiced according to the level of completion, milestones achieved, or work delivered to date.

3.6 The payment term is 14 days net.

3.7 Late payment interest is 13.5%.

3.8 If the Services are delayed, paused, extended, or prevented from being completed due to any act or omission of the Customer, delay in receiving required Customer inputs or dependencies, or any matter outside Clevry's reasonable control, Clevry may invoice for all Services performed and Deliverables prepared up to the date of delay, pause, extension, or termination. Such invoicing may be based on the applicable project milestone, the proportion of work completed, or the time and materials incurred, as reasonably determined by Clevry.

3.9 Clevry's ability to deliver the Services and Deliverables is dependent on timely Customer input, access, decisions, materials, approvals, data, and participation as set out in this Statement of Work. Where these dependencies are not met, Clevry will not be responsible for resulting delays or inability to complete the Services within the agreed timeline.

4. Performance

4.1 The Services shall be available to the Customer on the date(s) specified in the Contract, or otherwise agreed in writing.

4.2 The Supplier shall not be liable for:

4.2.1 any delay caused by the Customer; or

4.2.2 Force Majeure.

5. Warranty

5.1 The Supplier warrants that the Services shall:

5.1.1 conform in all respects to their description;

5.1.2 be free from material defects;

5.1.3 be supplied with reasonable care and skill;

5.2 The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer's business and needs.

5.3 As the Customer's sole and exclusive remedy, the Supplier shall, at its option, remedy, re-perform or refund the Services that do not comply with clause 5.1, provided that:

5.3.1 the Customer serves a written notice on the Supplier not later than five Business Days from performance in the case of defects discoverable by an inspection; and

5.3.2 such notice specifies that some or all of the Services do not comply with clause 5.1 and identifies in sufficient detail the nature and extent of the defects; and

5.3.3 the Customer gives the Supplier a reasonable opportunity to examine the claim of the defective Services.

5.4 The provisions of these Conditions shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.

5.5 The Customer acknowledges that the Services are provided as a decision-support tool only. The Supplier does not make employment or other personnel decisions and shall have no responsibility for any hiring, promotion, redundancy, dismissal or other employment-related decisions made by the Customer.

5.6 The Customer is solely responsible for ensuring that its recruitment, employment and decision-making practices comply with Applicable Law, including employment, discrimination and equality legislation.

6. Anti-bribery

6.1 Each party shall comply with applicable Bribery Laws and Supplier's Code of Conduct.

6.2 Any breach of this clause 6 by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle the Supplier to immediately terminate the Contract by notice under clause 14.1.1.

7. Anti-slavery

7.1 Each party shall comply with applicable anti-slavery laws and Supplier's Code of Conduct.

7.2 Any breach of clause 7 by the Customer shall be deemed a material breach of the Contract and shall entitle the Supplier to terminate the Contract with immediate effect.

8. Indemnity and insurance

8.1 Subject to clause 9, each party (the "Indemnifying Party") shall indemnify, and keep indemnified, the other party (the "Indemnified Party") against any losses, damages, liabilities, costs (including reasonable legal fees) and expenses suffered or incurred by the Indemnified Party arising out of any third-party claim to the extent resulting from the Indemnifying Party's material breach of the Contract.

9. Limitation of liability

9.1 The extent of the parties' liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 9.

9.2 Subject to clauses 9.5 and 9.6, the Supplier's maximum liability (howsoever arising, including negligence) for each claim or series of connected claims arising under or in connection with the Contract shall not exceed the higher of:

9.2.1 the aggregate sums received by the Supplier from the Customer in respect of the Price in the last 12 months of the Contract prior to the cause of action giving rise to the damages.

9.2.2 the sum of £25,000.

9.3 Subject to clause 9.5, neither Party shall be liable for consequential, indirect or special losses.

9.4 The Supplier shall not be liable for any of the following (whether direct or indirect):

9.4.1 loss of profit;

9.4.2 loss or corruption of data;

9.4.3 loss of use;

9.4.4 loss of production;

9.4.5 loss of contract;

9.4.6 loss of opportunity;

9.4.7 loss of savings, discount or rebate (whether actual or anticipated);

9.4.8 harm to reputation or loss of goodwill.

9.5 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

9.5.1 death or personal injury caused by negligence;

9.5.2 fraud or fraudulent misrepresentation;

9.5.3 any other losses which cannot be excluded or limited by Applicable Law;

9.5.4 any losses caused by wilful misconduct.

9.6 Notwithstanding clause 9.2, the Supplier's total aggregate liability arising out of or in connection with any breach of its obligations under clause 12 (Data rights and processing of personal data) and/or the parties' Data Processing Agreement ("DPA") shall not exceed 150% of the aggregate sums received by the Supplier from the Customer in respect of the Price in the 12 months preceding the event giving rise to the claim.

10. Intellectual property

10.1 Subject to clause 9, the Supplier shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that performance or benefit of the Services infringes the Intellectual Property Rights of any third party (IPR Claim), provided that the Supplier shall have no such liability if the Customer:

10.1.1 does not notify the Supplier in writing setting out full details, including the nature of the claim, the specific intellectual property rights alleged to be infringed, and the jurisdiction where the claim is being made, of any IPR Claim of which it has notice as soon as is reasonably possible;

10.1.2 makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier;

10.1.3 does not let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;

10.1.4 does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;

10.1.5 does not, at the Supplier's request, provide the Supplier with all reasonable assistance in relation to the IPR Claim (at the Customer's expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer;

10.1.6 uses the Services in combination with any other goods or services, which without such combination, no IPR Claim could or would have been made.

10.2 If any IPR Claim is made or is reasonably likely to be made, the Supplier may at its option, modify or replace the infringing part of the Services so as to avoid the infringement or alleged infringement.

10.3 The Supplier's obligations under clause 10.1 shall not apply to Services modified or used by the Customer other than in accordance with the Contract or the Supplier's instructions. The Customer shall indemnify the Supplier against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the Supplier in connection with any claim arising from such modification or use.

10.4 The Supplier retains all rights, title, and interest, including all Intellectual Property Rights, in and to its pre-existing materials, methodologies, tools, templates, know-how, software, platform, assessment content, scoring models, trait frameworks, algorithms, reports, benchmarks, psychometric models, and generic materials, whether existing before the Contract or developed, adapted, or used in connection with the Services.

For the avoidance of doubt, all Intellectual Property Rights in any assessments, assessment content, scoring models, psychometric frameworks, methodologies, or related materials developed or configured by the Supplier as part of the Services shall remain the property of the Supplier.

10.5 Subject to the Customer's compliance with the Contract and payment of all applicable fees, the Supplier grants the Customer a limited, non-exclusive, non-transferable licence to use the Deliverables solely for the Customer's internal business purposes. The Supplier may revoke this licence if the Customer fails to comply with the Contract.

Where the Deliverables include bespoke assessments, assessment content, tools, or related materials, the Customer's right to use such Deliverables shall be limited to the period, scope, territory, users, and purposes set out in the Statement of Work or Contract. If no specific period is stated for such bespoke assessments, assessment content, tools, or related materials, the licence shall apply for the duration of the Contract only. For other final Deliverables, the Customer may use them for its internal business purposes, subject to the restrictions in this clause.

No ownership rights are transferred to the Customer under the Contract.

10.6 The Customer shall not, without the Supplier's prior written consent:

a. copy, modify, adapt, translate, distribute, publish, sublicence, rent, lease, sell, transfer, or create derivative works from the Services or Deliverables;

b. reverse engineer, decompile, disassemble, extract, replicate, or derive the underlying methodology, scoring models, trait frameworks, algorithms, assessment structures, benchmarks, or psychometric content used in the Services or Deliverables;

c. use the Services or Deliverables for any unlawful purpose or outside the agreed scope of the Contract;

d. use the Services or Deliverables for the benefit of any third party; or

e. access or use the Services or Deliverables for the purpose of developing, training, benchmarking, or improving any product or service that competes with the Supplier's services.

11. Confidentiality and announcements

11.1 The Parties shall keep confidential all Confidential Information of each Party and of its Affiliates and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

11.1.1 any information which was in the public domain at the date of the Contract;

11.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

11.1.3 any information which is independently developed by the Customer without using information supplied by the Supplier or by any Affiliate of the Supplier; or

11.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

11.2 This clause shall remain in force in perpetuity.

11.3 The Customer shall not disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

12. Data rights and processing of personal data

12.1 The Customer retains full ownership of all Data submitted to the Services by or on behalf of the Customer. The Customer shall have access to and control over its Data, including the ability to modify, export, or delete the Data.

12.2 The Customer grants the Supplier a non-exclusive, worldwide, royalty-free right to process Customer Data for the purposes of:

a. providing, operating and supporting the Services;

b. maintaining the security and integrity of the Services;

c. troubleshooting, testing and monitoring performance; and

d. developing, improving and enhancing the Services,

in each case in accordance with the Contract and the Data Processing Agreement.

12.3 The Customer grants the Supplier the right to aggregate, anonymise, and use the Data for the purposes of improving the Services, developing new features, conducting research, and generating insights, provided that such data is anonymised and cannot be traced back to the Customer. Where data is anonymised such that it cannot reasonably be used to identify the Customer or any individual, such anonymised data shall not constitute Customer Data.

12.4 Upon termination or expiration of the Contract, the Supplier will retain Data for a reasonable period as necessary to comply with legal obligations or for backup purposes. The Customer may request the deletion of Data, and the Supplier will delete such data within a reasonable time frame, subject to applicable legal or regulatory retention requirements.

12.5 The parties agree upon the details of data privacy and personal data processing in a separate Data Processing Agreement ("DPA") which will be considered an essential part of the Contract.

13. Force majeure

13.1 Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 12 weeks, the Supplier may terminate the Contract by written notice to the Customer.

14. Term, Termination and Pause of Work

14.1 The Contract shall continue for the Contract Term. It shall not automatically renew unless expressly agreed in writing by both parties.

14.2 The Supplier may terminate the Contract or pause the Services at any time by giving notice in writing to the Customer if:

14.2.1 the Customer commits a material breach of Contract and such breach is not remediable or remedied within a reasonable time;

14.2.2 the Customer has failed to pay any amount due under the Contract on the due date; or

14.2.3 the Customer becomes, or if it is realistically anticipated that the Customer will become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors which is not dismissed within 30 days of the filing thereof;

14.2.4 the Customer suspends, ceases, or threatens to suspend or cease carrying on all or a substantial part of its business, or indicates in any way that it intends to do so;

14.2.5 is subject to any events or circumstances analogous to those in clause 14.1 in any jurisdiction.

14.3 Where the Supplier pauses the Services, the Supplier shall not be responsible for any resulting delay, non-performance, or inability to meet the original timeline or delivery dates.

14.4 If either Party becomes aware that any event has occurred, or circumstances exist, which may entitle it to terminate the Contract under this clause 14, it shall immediately notify the other Party in writing.

14.5 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.

15. Notices

15.1 Any notice or other communication given by a party under these Conditions shall be sent by email: Notices to the Supplier shall be delivered to [email protected] and the email address set out in the Contract. Notices to the Customer shall be delivered to the email address set out in the Contract or any other address known to the Supplier.

15.2 Notices may be given and are deemed received on receipt of a delivery email from the correct address.

15.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 15.1 and shall be effective:

15.3.1 on the date specified in the notice as being the date of such change; or

15.3.2 if no date is so specified, 10 Business Days after the notice is deemed to be received.

15.4 This clause does not apply to notices given in legal proceedings or arbitration.

15.5 All references to time are to the local time at the place of deemed receipt.

16. Cumulative remedies

16.1 The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.

17. Further assurance

17.1 The Customer shall at the request of the Supplier, and at the Customer's own cost, do all acts and execute all measures which are necessary to give full effect to the Contract.

18. Entire agreement

18.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

18.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

18.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

19. Variation

19.1 No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

20. Assignment

20.1 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier's prior written consent.

21. No partnership or agency

21.1 The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.

22. Equitable relief

22.1 The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

23. Severance

23.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

23.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

24. Waiver

24.1 No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

24.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.

24.3 A waiver of any term, provision, condition or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.

25. Compliance with law

25.1 Each Party shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

26. Costs and expenses

26.1 Each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

27. Third party rights

27.1 Except as expressly provided for in clause 27.2 and 27.3, a person who is not a party to the Contract shall not have any rights to enforce any of the provisions of the Contract.

27.2 Any Affiliate of the Supplier shall be entitled to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

27.3 The Supplier shall be entitled to use third parties for Debt Collection if the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 calendar days after the Supplier has given notification that the payment is overdue. The Customer shall be liable for the direct costs and expenses charged by the debt collection agency to the Supplier in connection with such collection.

28. Dispute resolution

28.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 28.

28.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

28.3 The parties shall use all reasonable endeavours to reach a negotiated resolution. Within 10 Business Days of service of the notice, the parties shall meet to discuss the dispute and attempt to resolve it.

29. Governing law

29.1 The governing law of the Contract shall be the laws of the country in which the Supplier entity entering into the Contract is incorporated or registered, unless expressly stated otherwise in the Contract.