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Terms & Conditions

Evoleze Terms and Conditions

1. Introduction and Agreement

These Terms and Conditions (“Terms”) govern the relationship between Evoleze (“Evoleze”, “we”, “us”, “our”) and every business client (“Client”, “you”, “your”) who purchases, subscribes to, accesses, receives, retains, renews, or continues to use any product or service supplied by Evoleze.

These Terms apply to:

  • new clients;
  • existing clients;
  • clients whose original order or subscription began before the date of these Terms;
  • previous orders where the Service remains ongoing;
  • recurring subscriptions;
  • renewed Services;
  • additional Services;
  • replacement packages; and
  • future service and billing periods.

By purchasing a Service, accepting a proposal, accepting these Terms electronically or in writing, making payment after receiving these Terms, or continuing an ongoing or recurring Service after being notified that these Terms will apply from a stated effective date, the Client agrees to be bound by these Terms to the extent permitted by law.

These Terms should be read together with any applicable proposal, quotation, order form, Service description, package description, invoice, email confirmation, statement of work, or other written agreement between Evoleze and the Client.

Where a specific written agreement expressly conflicts with these Terms, the specific written agreement will take precedence only in relation to the particular conflicting provision.

The fact that a Client originally began working with Evoleze under an earlier set of terms does not mean that the commercial arrangements governing an ongoing recurring Service must remain unchanged indefinitely.

Updated Terms may govern an existing continuing Service prospectively where they are introduced in accordance with Section 22.

Nothing within these Terms is intended to retrospectively rewrite a transaction, charge, liability, obligation, or event which had already arisen before the applicable Terms became effective.

2. Company Information

Evoleze is a UK-based marketing, digital systems, training, design, consultancy, and automation provider.

Services may include social-media systems, digital sales engines, automation, marketing strategy, training, consultancy, design, funnels, content systems, email marketing systems, and associated digital services.

All formal contractual, billing, cancellation, or legal communications should be sent to:

info@evoleze.com

Evoleze operates within the United Kingdom.

3. Business-to-Business Services

Evoleze Services are intended exclusively for business purposes.

By entering into an Agreement with Evoleze, the Client confirms that:

  • the Services are being purchased wholly or mainly for purposes connected with a trade, business, craft, profession, organisation, or commercial activity;
  • the Client is acting as a business customer and not as a consumer;
  • the individual agreeing to the Services is authorised to do so on behalf of the relevant business or organisation; and
  • the individual entering into the Agreement is at least 18 years of age.

Where a company, partnership, charity, club, organisation, sole trader, or other business entity purchases the Service, the contracting Client is that business or entity.

4. Scope of Services

Evoleze may provide Services including:

  • online courses;
  • educational materials;
  • digital marketing systems;
  • digital sales engines;
  • social-media strategy;
  • content strategy;
  • content and design Services;
  • marketing funnels;
  • landing pages;
  • email marketing systems;
  • automation;
  • CRM systems;
  • consultancy;
  • training;
  • implementation;
  • maintenance;
  • management;
  • technical integrations;
  • support; and
  • other digital or marketing Services agreed with the Client.

The exact scope of the Client’s Service will be determined by the applicable:

  • proposal;
  • quotation;
  • order form;
  • package description;
  • invoice;
  • Service description;
  • email agreement;
  • statement of work; or
  • other written communication from Evoleze.

Evoleze is only required to perform work which falls within the agreed scope.

Evoleze may reasonably alter the method by which a Service is delivered, including the software, processes, platforms, workflow, systems, suppliers, or technology used, provided that this does not materially deprive the Client of the substance of the agreed Service.

5. Time Blocks and Reserved Capacity

5.1

Certain Evoleze Services operate using allocated monthly or periodic “Time Blocks”.

A Time Block represents delivery capacity made available and reserved for a Client during a particular billing or Service period.

5.2

Time Blocks exist because Evoleze operates with limited delivery capacity.

The Client is therefore not purchasing only completed tasks or minutes actually worked.

The Client is also purchasing:

  • access to reserved capacity;
  • availability during the Service period;
  • Evoleze’s commitment to keep that capacity available;
  • priority within Evoleze’s workload;
  • Service infrastructure;
  • ongoing support and availability where included; and
  • work carried out using that capacity.

5.3

Time Blocks:

  • are allocated to the relevant billing period;
  • expire at the end of that billing period;
  • do not automatically carry forward;
  • cannot be accumulated indefinitely;
  • have no separate cash value;
  • cannot be exchanged for cash;
  • do not create an automatic entitlement to credit; and
  • will only carry forward where Evoleze expressly agrees in writing.

5.4

Unused Time Blocks do not automatically constitute undelivered Services.

Where capacity has been reserved and made available to the Client, Evoleze may treat that capacity as having been provided even where the Client’s actions or omissions prevent the available capacity from being fully utilised.

6. Limited Service Capacity and Waiting Lists

6.1

Certain Evoleze recurring Services operate with a maximum number of available Client positions.

Once the available capacity has been allocated, Evoleze may close the relevant Service or package to new Clients.

6.2

Evoleze may maintain a waiting list of businesses seeking access to capacity when a position becomes available.

6.3

While a Client maintains an active recurring package, Evoleze may reserve capacity for that Client which cannot reasonably be sold or allocated to another business.

The Client acknowledges that their recurring fee therefore secures an ongoing position within Evoleze’s limited available capacity.

6.4

The fact that a Client fails to use, participate in, or provide information necessary to utilise that capacity does not mean that Evoleze was free to sell the reserved Client position to somebody else during the same Service period.

6.5

Accordingly, Client delay or non-participation does not automatically create an entitlement to:

  • repayment;
  • refund;
  • account credit;
  • replacement Time Blocks;
  • retrospective work;
  • additional future capacity; or
  • an extension of the Service period.

7. Client Dependencies and Required Phases

7.1

Certain Evoleze Services are delivered through phases, stages, actions, approvals, or sequential steps.

Progress may depend upon the Client completing something before Evoleze can reasonably continue.

This may include:

  • questionnaires;
  • onboarding;
  • strategy decisions;
  • account setup;
  • supplying passwords or access;
  • supplying branding;
  • supplying images;
  • supplying copy or information;
  • reviewing work;
  • approving work;
  • completing training;
  • providing feedback;
  • attending meetings;
  • creating content;
  • completing implementation steps;
  • supplying products, prices, offers, or business information; or
  • completing any other action reasonably required for the next stage of work.

7.2

The Client is responsible for completing requested dependencies accurately and within a reasonable timeframe.

7.3

Evoleze is not contractually required to repeatedly chase, remind, or pursue a Client to complete an outstanding Client dependency.

Evoleze may issue reminders at its discretion.

7.4

Where the Client fails to complete a required dependency:

  • Evoleze may pause the affected work;
  • subsequent phases may be delayed;
  • delivery dates may move;
  • Evoleze’s payment entitlement will continue;
  • the Client’s reserved capacity will remain allocated;
  • Time Blocks will continue to expire;
  • unused capacity will not automatically carry forward; and
  • the resulting inability to progress will not, by itself, constitute non-performance by Evoleze.

7.5

Once the Client completes the outstanding dependency, work may resume according to Evoleze’s then-current capacity and the Client’s current allocation.

Previously expired Time Blocks do not automatically become available again.

8. Client Responsibilities

The Client agrees to cooperate reasonably with Evoleze.

The Client is responsible for:

  • supplying accurate information;
  • responding within reasonable timescales;
  • completing required phases;
  • providing access;
  • providing permissions;
  • providing decisions;
  • providing approvals;
  • supplying requested content or assets;
  • checking information supplied to Evoleze;
  • informing Evoleze of material changes;
  • maintaining third-party subscriptions where required;
  • complying with third-party platform rules;
  • complying with applicable advertising and business regulations;
  • ensuring that materials supplied to Evoleze can legally be used; and
  • taking reasonable action necessary for the Service to operate successfully.

The Client acknowledges that paying Evoleze does not transfer responsibility for Client-side actions to Evoleze.

Where results or delivery are materially affected by Client inaction, Evoleze will not be responsible for the resulting delay or reduction in performance to the extent caused by that inaction.

9. Fees, Payments and Billing

9.1

All prices are stated in pounds sterling (£) and exclude VAT unless expressly stated otherwise.

9.2

Unless otherwise agreed in writing, payment is required before Evoleze is required to begin the applicable work or Service period.

9.3

Recurring Services are normally charged in advance.

9.4

The Client authorises Evoleze and/or its payment provider to collect recurring payments in accordance with the agreed billing schedule.

9.5

The recurring fee remains payable during periods where work is delayed or prevented because of:

  • Client inaction;
  • Client failure to respond;
  • Client failure to provide approval;
  • Client failure to provide materials;
  • Client failure to complete a required phase;
  • Client failure to provide account access; or
  • another dependency within the Client’s reasonable control.

9.6

Evoleze may suspend work where an invoice or recurring payment remains unpaid.

Suspension for non-payment does not cancel amounts already due.

9.7

Late commercial payments may be subject to statutory interest and applicable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 where that legislation applies.

10. Minimum Terms and Recurring Services

10.1

Unless another minimum term is expressly stated in writing, recurring monthly Services are subject to a minimum initial term of three (3) months.

10.2

After expiry of the minimum term, the Service will continue as a recurring Service until cancelled in accordance with these Terms or another expressly agreed cancellation arrangement.

10.3

The fact that a Service continues for an extended period does not permanently fix:

  • its price;
  • its Time Block allocation;
  • its package structure;
  • its delivery method;
  • its included software;
  • its commercial structure; or
  • the Terms governing future Service periods.

Changes may be made prospectively in accordance with Section 22.

11. Cancellation

11.1

Unless another cancellation period has been expressly agreed or offered, recurring Services require ninety (90) days’ written notice of cancellation.

11.2

Cancellation requests must be sent to:

info@evoleze.com

11.3

Cancellation does not take effect merely because:

  • the Client stops responding;
  • the Client stops supplying information;
  • the Client stops using the Service;
  • the Client disables an account;
  • the Client removes access;
  • the Client tells another member of staff informally;
  • a card payment fails; or
  • the Client ceases participating.

Formal cancellation must comply with the agreed cancellation procedure.

11.4

Where cancellation occurs during an agreed minimum contractual period, amounts due for the remaining minimum commitment remain payable subject to applicable law and any express written agreement to the contrary.

11.5

No partial-month refund is provided merely because a Client stops using the Service partway through a billing period.

12. Cancellation Following a Price or Material Package Change

Where Evoleze introduces a material increase to the recurring price or materially restructures a recurring package, Evoleze may offer the Client a specific right to cancel before the change takes effect.

The written change notice will state the applicable cancellation process and effective date.

Where a special cancellation right is expressly provided in a price-change notice, that specific cancellation mechanism will take precedence over the ordinary cancellation notice requirement in Section 11 for the purpose of that notified change.

A Client exercising that right before the stated deadline will not be required to continue at the materially increased price beyond the effective cancellation date specified in the notice.

13. Release and Reallocation of Capacity

When an active recurring Service ends, Evoleze may release the Client’s reserved position.

That capacity may immediately or subsequently be:

  • offered to another Client;
  • offered to somebody on a waiting list;
  • allocated to another package;
  • removed from sale; or
  • otherwise used by Evoleze.

Once capacity has been released or reallocated, the former Client has no automatic right to reclaim:

  • their previous position;
  • previous package;
  • previous monthly price;
  • previous Time Block allocation;
  • previous Service configuration; or
  • preferential availability.

A former Client wishing to return may be required to:

  • join a waiting list;
  • accept a new package;
  • accept current pricing;
  • accept current Time Blocks; and
  • enter into a new Agreement under the Terms applying at that time.

14. Refunds and Credits

14.1

Due to the capacity-based, digital, consultancy, and service nature of Evoleze’s work, payments are not normally refundable once:

  • work has commenced;
  • capacity has been reserved;
  • a Service period has commenced;
  • digital access has been provided; or
  • resources have been allocated to the Client.

This does not exclude any remedy which cannot lawfully be excluded.

14.2

Refunds or credits will not normally be provided merely because:

  • the Client did not use available capacity;
  • Time Blocks expired;
  • the Client did not complete a required phase;
  • the Client stopped responding;
  • the Client failed to supply information;
  • the Client failed to provide access;
  • the Client failed to approve work;
  • the Client missed meetings;
  • the Client changed their mind;
  • the Client changed business strategy;
  • the Client ceased trading;
  • the Client no longer wishes to use the Service;
  • the Client did not achieve a desired commercial result; or
  • work was prevented or delayed by Client dependency.

14.3

A delay caused wholly or materially by Client inaction does not, by itself, establish that Evoleze failed to supply the contracted Service.

15. Scope Changes and Additional Work

15.1

Work outside the agreed Service scope is not automatically included in the Client’s package.

15.2

Additional work may include:

  • additional design;
  • additional revisions;
  • new automations;
  • new funnels;
  • additional integrations;
  • additional meetings;
  • additional strategy work;
  • replacement work after Client changes;
  • rebuilding previously approved work;
  • major changes in direction;
  • additional content; or
  • any task which was not reasonably included within the original Service.

15.3

Evoleze may:

  • decline additional work;
  • quote separately for it;
  • allocate additional Time Blocks;
  • increase the Service package; or
  • require a separate Agreement.

16. Third-Party Services

Evoleze may use or recommend third-party platforms, including platforms for:

  • automation;
  • email marketing;
  • websites;
  • CRM;
  • social media;
  • advertising;
  • analytics;
  • payment processing;
  • artificial intelligence;
  • design; and
  • other digital services.

Third-party platforms operate independently from Evoleze.

Evoleze does not control and cannot guarantee:

  • continuous availability;
  • pricing;
  • functionality;
  • APIs;
  • platform policies;
  • account approvals;
  • account suspensions;
  • algorithm changes;
  • deliverability;
  • platform performance;
  • compatibility; or
  • continued availability of particular features.

Where a third-party platform changes materially, Evoleze may recommend or implement a reasonable alternative where within scope.

The Client remains responsible for third-party subscription charges unless expressly stated as included.

17. Platform Ownership, Systems and Access

17.1

Where Evoleze provides Services using Evoleze-owned or Evoleze-controlled systems, accounts, templates, workflows, infrastructure, automation, or software environments, those underlying systems remain under Evoleze’s ownership or control unless expressly agreed otherwise.

17.2

Client access to such systems is a licence or Service benefit for the duration of the applicable package and does not itself transfer ownership.

17.3

When the relevant Service ends, Evoleze may disable or withdraw access to Evoleze-owned systems.

17.4

Where Evoleze creates work directly within a Client-owned account, ownership of the Client’s account remains with the Client.

This does not transfer ownership of Evoleze’s pre-existing:

  • templates;
  • frameworks;
  • processes;
  • methods;
  • automation logic;
  • training;
  • know-how;
  • documentation; or
  • intellectual property.

18. Intellectual Property

Unless expressly agreed otherwise, Evoleze retains all rights in its:

  • trademarks;
  • brands;
  • templates;
  • processes;
  • systems;
  • course materials;
  • training;
  • frameworks;
  • methods;
  • prompts;
  • workflows;
  • automation structures;
  • designs;
  • documentation;
  • proprietary concepts; and
  • pre-existing intellectual property.

Where proprietary materials are provided to a Client, the Client receives a non-exclusive, non-transferable licence to use them for their own business purposes unless otherwise stated.

Clients must not reproduce, distribute, resell, sublicence, publish, commercially exploit, or provide Evoleze proprietary materials to third parties without written permission.

Client-supplied materials remain the property of the Client or their respective owner.

The Client confirms that they have the necessary rights and permissions to supply those materials to Evoleze.

19. Courses, Training and Digital Resources

Course and training access is supplied on a single-user basis unless Evoleze expressly agrees otherwise.

Clients must not:

  • share logins;
  • distribute course materials;
  • reproduce training;
  • upload materials publicly;
  • resell resources;
  • provide materials to unauthorised third parties; or
  • commercially exploit Evoleze educational content.

Evoleze may suspend or revoke access following a material breach of these restrictions.

20. Results and Performance

Evoleze does not guarantee:

  • a particular number of leads;
  • a particular number of sales;
  • revenue;
  • profit;
  • followers;
  • engagement;
  • advertising performance;
  • conversion rates;
  • return on investment; or
  • any other particular commercial result.

Performance may depend upon circumstances outside Evoleze’s reasonable control, including:

  • Client implementation;
  • product quality;
  • pricing;
  • competition;
  • market demand;
  • audience behaviour;
  • Client response times;
  • sales processes;
  • advertising spend;
  • economic conditions;
  • platform algorithms;
  • Client participation; and
  • market conditions.

Past results, examples, case studies, forecasts, targets, or projections do not constitute guarantees.

21. Price Changes and Package Changes

21.1

Because recurring Services may continue for an indefinite period, Evoleze may prospectively change the price or commercial structure of an ongoing recurring Service where reasonably justified.

Reasons may include:

  • inflation;
  • increased operating costs;
  • increased staffing costs;
  • increased supplier costs;
  • increased software costs;
  • changes in third-party platform costs;
  • increased delivery requirements;
  • changes to Service capacity;
  • package restructuring;
  • changes in Service scope;
  • changes to the resources necessary to deliver the Service;
  • changes to Evoleze’s business model; or
  • material market or economic changes.

21.2

Evoleze will provide reasonable written notice before a material price increase takes effect.

The notice will state, where applicable:

  • the revised price;
  • the date the revised price will begin;
  • material changes to the package;
  • material changes to Time Blocks; and
  • any special cancellation option offered as a result of the change.

21.3

Where a material increase is proposed, Evoleze may provide the Client with an opportunity to cancel the affected recurring Service before the increase takes effect.

21.4

Where the Client is clearly notified of:

  • the proposed change;
  • its effective date; and
  • the opportunity to cancel before the change takes effect,

but does not cancel and continues to retain, receive, access, use, or pay for the Service after the effective date, the revised commercial terms will apply to future Service periods to the extent permitted by law.

21.5

Changes under this section apply prospectively.

They do not retrospectively increase charges for Service periods which occurred before the effective date.

22. Updates to Terms and Existing Clients

22.1

Evoleze may review, amend, replace, or update these Terms from time to time.

22.2

Updated Terms may apply prospectively to:

  • new Clients;
  • existing Clients;
  • Clients whose relationship with Evoleze began under an older version of the Terms;
  • previous orders which form part of a continuing recurring Service;
  • recurring subscriptions;
  • renewed Services;
  • additional Services; and
  • future Service and billing periods.

22.3

Where Evoleze intends updated Terms to govern an existing recurring Service, Evoleze may notify the Client by email or another agreed written communication.

The notification may:

  • provide the updated Terms;
  • provide a link to the updated Terms;
  • identify their effective date; and
  • explain any material change where reasonably appropriate.

22.4

Updated Terms introduced to an existing Client will apply prospectively from the stated effective date.

They do not retrospectively alter:

  • charges already incurred;
  • Services already supplied;
  • liabilities already incurred;
  • rights which had already accrued; or
  • events which had already taken place.

22.5

Where a Client continues an ongoing or recurring Service after being given reasonable notice that updated Terms will govern the Service from a specified date, continued retention, receipt, use, access, or payment for the Service after that effective date may constitute acceptance of the updated Terms to the extent permitted by law.

22.6

Evoleze may require a Client to affirmatively accept updated Terms as a condition of continuing a Service.

Where requested, failure to provide that acceptance may result in Evoleze electing not to renew or continue the relevant Service after the current contractual period or applicable notice arrangements.

22.7

For the avoidance of doubt, the original date on which a Client first purchased an Evoleze recurring Service does not mean that the original package, commercial structure, pricing, Time Block allocation, or Terms must remain permanently unchanged for the lifetime of the commercial relationship.

Any changes will operate prospectively and in accordance with these Terms and applicable law.

22.8

A website update alone will not be relied upon to retrospectively rewrite past contractual events.

Where a material updated provision is intended to govern an existing recurring Client prospectively, Evoleze may communicate that update directly to the Client.

23. Marketing and Portfolio Use

Unless otherwise agreed in writing, the Client grants Evoleze permission to use reasonable non-confidential examples of work produced in connection with the Client for:

  • portfolio use;
  • case studies;
  • Evoleze’s website;
  • social media;
  • presentations;
  • sales materials;
  • training;
  • promotional materials; and
  • educational content.

This may include:

  • the Client’s business name;
  • logo;
  • publicly available content;
  • screenshots;
  • visual examples;
  • examples of work;
  • non-confidential performance information; and
  • testimonials voluntarily supplied by the Client.

Evoleze will not intentionally publish passwords, confidential customer databases, private financial records, or other clearly confidential internal information for marketing purposes.

A Client may request that future promotional use cease by emailing info@evoleze.com.

24. Confidentiality

Each party will take reasonable steps to protect confidential information received from the other party.

Confidential information may only be used for purposes connected with:

  • providing the Services;
  • receiving the Services;
  • obtaining professional advice;
  • complying with legal obligations; or
  • another purpose authorised by the relevant party.

Confidentiality obligations continue after termination where appropriate.

25. Data Protection

Evoleze will process personal data in accordance with applicable UK data protection legislation, including the UK GDPR and Data Protection Act 2018.

Where necessary, additional data-processing provisions may apply where Evoleze processes personal data on behalf of a Client.

Further information may be provided within Evoleze’s Privacy Policy.

26. Limitation of Liability

26.1

Nothing in these Terms excludes or limits liability which cannot lawfully be excluded or limited.

26.2

Subject to Section 26.1 and to the fullest extent permitted by law, Evoleze will not be liable for:

  • loss of profit;
  • loss of revenue;
  • loss of anticipated savings;
  • loss of customers;
  • loss of business opportunity;
  • loss of goodwill;
  • business interruption;
  • indirect loss;
  • consequential loss; or
  • loss arising from third-party platform failure outside Evoleze’s reasonable control.

26.3

Where legally permitted, Evoleze’s aggregate contractual liability relating to a particular Service will not exceed the amounts paid to Evoleze for the particular Service giving rise to the claim during the relevant contractual period.

26.4

Nothing in these Terms removes Evoleze’s obligation to perform Services with any level of care and skill which applicable law requires and which cannot lawfully be excluded.

27. Client Indemnity

To the extent permitted by law, the Client will be responsible for reasonable losses, liabilities, claims, and costs incurred by Evoleze as a direct consequence of:

  • unlawful Client materials;
  • copyright or trademark infringement in Client-supplied materials;
  • unlawful instructions given by the Client;
  • misuse of Evoleze Services;
  • a material Client breach of these Terms; or
  • Client conduct giving rise to a third-party claim.

The Client will not be required to indemnify Evoleze for liability caused by Evoleze’s own fraud or other liability which cannot lawfully be excluded.

28. Suspension and Termination by Evoleze

Evoleze may suspend or terminate a Service where:

  • payment remains overdue;
  • payments repeatedly fail;
  • the Client materially breaches these Terms;
  • the Client repeatedly fails to cooperate;
  • the Client repeatedly prevents delivery;
  • the Client misuses Evoleze intellectual property;
  • the Client acts unlawfully;
  • the Client engages in abusive, threatening, or seriously inappropriate conduct; or
  • continuing the Service would create a material legal, regulatory, security, or operational risk.

Where reasonably appropriate and the breach can be remedied, Evoleze may give the Client an opportunity to remedy it first.

Termination does not automatically extinguish amounts already properly due.

29. Effect of Termination

When a Service terminates:

  • reserved capacity may be released;
  • licences tied to the Service may cease;
  • access to Evoleze-owned systems may be disabled;
  • recurring work will stop;
  • future billing will stop when contractually required;
  • outstanding sums properly due remain payable; and
  • provisions intended to survive termination will continue.

Evoleze is not required to maintain indefinitely:

  • systems;
  • automations;
  • accounts;
  • data;
  • licences;
  • files; or
  • third-party platform access

after termination unless this has been expressly agreed.

30. Force Majeure

Evoleze will not be liable for delay or failure caused by circumstances outside its reasonable control.

This may include:

  • natural disasters;
  • fire;
  • flooding;
  • severe weather;
  • war;
  • civil disturbance;
  • governmental action;
  • widespread network failure;
  • third-party platform outage;
  • telecommunications failure;
  • cyber incidents;
  • utility failure;
  • industrial action; or
  • similar events outside Evoleze’s reasonable control.

31. Notices and Communications

31.1

Contractual communications may be sent electronically.

31.2

Evoleze may send notices to the most recent email address supplied by the Client.

The Client is responsible for keeping its contact information reasonably up to date.

31.3

The Client should send formal cancellation and contractual notices to:

info@evoleze.com

31.4

Email records, payment records, proposal records, electronic acceptance records, subscription records, and other ordinary business records may be retained by Evoleze as evidence of communications and contractual dealings.

32. Entire Agreement

These Terms together with the relevant proposal, quotation, package description, order form, invoice, Service description, and any expressly agreed written variation form the Agreement between Evoleze and the Client relating to the Service.

The Client acknowledges that the Agreement is based upon the contractual materials expressly forming part of it and not upon informal statements which were not intended to create contractual obligations.

Nothing in this provision excludes liability for fraud or fraudulent misrepresentation.

33. No Waiver

If Evoleze chooses not to enforce a contractual right immediately, this does not automatically mean that Evoleze has permanently waived that right.

A waiver relating to one particular event does not automatically constitute a waiver relating to future events.

34. Severability

If any individual provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision will be treated as removed or limited to the minimum extent necessary where legally possible.

The remaining provisions will continue in effect.

35. Assignment

The Client may not transfer or assign its Agreement, Service package, reserved capacity, licence, or contractual rights to another person or business without Evoleze’s prior written consent.

Evoleze may use employees, contractors, specialists, or service providers to assist with delivery of the Services while remaining responsible for its contractual obligations where applicable.

36. No Partnership, Employment or Agency

Nothing within the Agreement creates:

  • a partnership;
  • joint venture;
  • employment relationship;
  • fiduciary relationship; or
  • agency relationship

between Evoleze and the Client.

Neither party has authority to bind the other unless expressly agreed in writing.

37. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them, their subject matter, interpretation, or formation are governed by the laws of England and Wales.

The parties agree that the courts of England and Wales will have exclusive jurisdiction over disputes arising from or relating to these Terms or Evoleze’s Services, subject to any rule of law which requires otherwise.

Where a Client is based outside the United Kingdom, English law will continue to govern the Agreement unless Evoleze expressly agrees otherwise in writing.

Last Updated: [INSERT DATE]

Effective From: 29/07/26

Evoleze

Email: info@evoleze.com