1. Your Evidenced account
Any device, unlimited Users: you can access Evidenced on as many devices as you like. You can give access to your Users provided they have an email address associated with your domain. You are responsible for ensuring any log-ins used by your Users are kept safe and we will not be responsible for any damage or loss suffered because of this. You may not allow User Accounts to be registered by "bots" or other automated methods. You are responsible for all activities that occur under your User Account log-ins and must notify us as soon as reasonably possible if you become aware of any unauthorised use or other security breaches.
It is your choice to use Evidenced: you, your Users and your Candidates use the Services at your sole risk. The Services are provided on an “as is” basis except where set out otherwise in these terms and conditions and we exclude all warranties to the fullest extent possible under applicable laws.
You can request to run a paid Pilot of Evidenced before you decide to subscribe. These terms apply to your use of Evidenced from a Pilot Start Date and throughout the Pilot Period.
If, after your Pilot End Date, you wish to continue using Evidenced, you will be required to pay the fees as set out in section 10 from the Start Date.
3. Our commitment to you
- have the rights to enter into this Agreement and to supply the Services to you on the terms set out in this Agreement;
- will provide the Services with reasonable care and skill and in accordance with good industry practice;
- will not knowingly introduce any Contaminants into Evidenced and we will use an industry recognised security software program to aim to detect the presence of any Contaminant; and
- will comply with all applicable laws for the time being in force.
We cannot ensure and therefore cannot promise that:
- the Services will meet your specific requirements;
- the Services will be uninterrupted, timely, or error-free; or
- the results you get from the use of the Service will be accurate or reliable.
4. Your commitment to us
- only use Evidenced and anything available from Evidenced for lawful purposes (complying with all applicable laws), in a responsible manner, and not in a way that might damage our name or reputation.
- prevent any unauthorised access to, or use of, the Services, any associated documentation and, in the event of any such unauthorised access or use, notify us as soon as possible.
Except to the extent expressly set out in this Agreement, you agree that you will not:
- license, sell, lease, transfer, assign, distribute, display, disclose, exploit, or otherwise make the Services and/or any associated documentation available to any third party except the Users;
- 'scrape' content or store Evidenced Content on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing all of the content of Evidenced;
- hack, adapt, create copies, create derivative works, reverse engineer, decompile, disassemble or modify Evidenced in whole or in part, except as required to be permitted by law to the extent that such action is legitimately required for the purposes of integrating the operation of Evidenced;
- remove or change any Evidenced Data or Evidenced Content or attempt to circumvent security or interfere with the proper working of Evidenced or the servers on which it is hosted;
- create links to Evidenced (beyond Interview Links) from any other website, without our written consent, although you may link from a website that you operate provided the link is not misleading or deceptive and you do not imply that we endorse you, your website, or any products or services you offer, you link to (and do not frame or replicate) the home page of Evidenced, and that the linked website does not contain any Prohibited Content or content which infringes on the Intellectual Property Rights or rights of any third party;
- modify another website or application so as to falsely imply that it is associated with us;
- use Evidenced to upload, store, post, transmit, distribute, link to or otherwise make available, or advertise or promote any Prohibited Content, content that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence; or
- access all or any part of the Services in order to build a product or service which competes with Evidenced.
We may need to update these terms: we are constantly developing Evidenced and may need to amend these terms and conditions from time to time. If we do:
- we will notify your Account Owner of any material changes, and you will have 30 days to review and accept any changes;
- If you continue to use Evidenced for 30 days after such changes we will take this as you accepting them;
- If you do not accept the changes, you can terminate this Agreement within 30 days after such changes take effect, and in accordance with clause 12 any charges and Fees you have paid in advance for the outstanding Subscription Period will be refunded to you.
We improve and expand our features regularly: and may also from time to time need to temporarily modify or discontinue parts of the Services with or without notice, we will use best efforts to ensure that such changes do not materially alter the functionality of Evidenced and we will contact you if we think this is going to affect you. If you continue to use Evidenced for 30 days after such changes we will take this as you accepting them.
- are responsible for the Evidenced Content and we own all rights, titles and interests in and to the Evidenced Content;
- are responsible for the reliability, accuracy and quality of the Evidenced Content as well as making sure it complies with any applicable laws and does not include any Prohibited Content (including but not limited to copyright);
- are not responsible for the Customer Content; and
- reserve the right, in our sole discretion acting reasonably, to delete any Customer Content submitted by you if such Customer Content contains Prohibited Content, Contaminated Materials or puts us in breach of any of our obligations under applicable laws.
- are responsible and liable for any Customer Content uploaded to your Evidenced Account from any User Accounts;
- own all rights, title and interests in and to the Customer Content;
- are responsible for the reliability, accuracy and quality of the Customer Content as well as making sure it complies with any applicable laws and does not include any Prohibited Content (including but not limited to copyright); and
- are not responsible for the Evidenced Content.
7. Copyright, trademarks etc.
All Intellectual Property Rights in Evidenced, Evidenced Data, Evidenced Content and the Documentation (including text, graphics, software, photographs and other images, videos, sound, trademarks and logos) are owned by us or licensed to us by third parties. Except as included in this section 6, nothing in this Agreement gives you any rights in respect of any Intellectual Property Rights owned by us or licensed to us by third parties and you acknowledge that you do not acquire any ownership rights by downloading content from Evidenced.
Subject to the conduct paragraph below:
- We agree to indemnify you against all and any losses, damages, expenses and costs arising from any claim, action or proceeding that your use of Evidenced and/or any associated documents (only in accordance with the terms of this Agreement) allegedly or actually infringes any Intellectual Property Rights held by that third party (Infringement Claim); and
- You agree to indemnify us against all and any losses, damages, expenses and costs arising from any claim, action or proceeding that any Customer Content (only in accordance with the terms of this Agreement) infringes allegedly or actually any Intellectual Property Rights held by that third parties.
- If an Infringement Claim is alleged, or if we believe Evidenced or the Documentation may infringe any third party’s Intellectual Property Rights, we may, at our sole option: (i) procure such licence, authorisation or consent to enable your continued use of Evidenced; (ii) modify or replace the infringing element; or (iii) terminate this Agreement and refund an amount equal to the unused portion of any pre-paid fees.
8. Press and marketing
Your logo: we may want to use your name and logo for the purposes of this Agreement and on our website. Please let your Evidenced Customer Success Manager know if you have any issues with this.
Press releases: We may want to issue press releases including references to you and the value your business derives from Evidenced. We will always get express permission from you before publishing anything of this nature.
You may also want to use our logo or issue press releases about us. Please let us know before publishing and we will usually be happy to give our permission.
9. Pilot Subscription Fees
Pilot Subscriptions are charged on a per-user basis.
You will be charged for a single user before your Pilot Start Date.
Additional Active Users will be charged at the end of a monthly billing cycle.
10. Your Subscription Fees
Subscription Fees are payable in advance.
You will be charged based on the number of employees in your organisation.
The Subscription Fees are set out in the Subscription Agreement. Your Subscription Fees are due in line with your Subscription Agreement, from the Start Date.
For annual subscriptions, no additional fees will be incurred if the number of employees in your organisation changes during the course of your subscription.
Currency: Invoices will be charged in GBP for UK customers, Euro for European customers and USD for all other customers. Where possible, we will charge in local currency The mid-market exchange rate is used and is applied by Stripe.
11. Making payments
Payments are taken via Credit or Debit Card. You are responsible for ensuring that your account has a sufficient positive balance to cover all Fees due. If, for any reason, you have a negative balance on your account or your credit card declines a charge for Fees due, then we reserve the right to suspend the Services to all of your accounts.
Late Payment: If you do not pay any amount due to us properly we may:
- suspend your access (and your Users’ access) to Evidenced without notice;
- charge you interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month);
- charge you for all reasonable expenses incurred by us in relation to the failure to make payment and/or the recovery of the unpaid amount, including legal fees, debt collection agency fees and court fees.
In the event you have failed to pay we will also have the right to terminate this Agreement in accordance with section 12.
12. Ending our agreement
Length: this Agreement begins on the Effective Date and continues until the end of the Subscription Period. It will then renew and continue after each Subscription Period for a further equivalent period unless you or we terminate it sooner in accordance with this section, or the other provisions of the Agreement.
Termination: either of us may choose to end this Agreement at the end of a Subscription Period by giving to the other at least 30 days' prior written notice of termination. Except as expressly provided elsewhere in this Agreement, this Agreement may not be terminated during any Subscription Period.
We do reserve the right (without any liability to you) to disable your access to Evidenced if you breach any of the provisions of this Agreement.
Termination for breach: Either of us may choose to end this Agreement by giving the other written notice if:
- the other materially breaches any term of this Agreement and it is not possible to remedy that breach or it is not remedied within 30 days, or
- the other suffers an Insolvency Event.
Under any breach of these terms by the Customer, all charges and Fees due with respect to the current Subscription Period will remain due and payable.
13. Service levels
We will use commercially reasonable efforts to make Evidenced available with a Monthly Uptime Percentage of at least 99.9% (the “Service Level Commitment”) but we will not provide the Service Level Commitment where the Unavailability or suspension of Evidenced results from:
- any other suspension described in this Agreement;
- factors outside of our reasonable control;
- any actions or inactions of you, your Users or any third party;
- any equipment, software or other technology owned by you, your Users or any third party;
- failures of Evidenced not attributable to Unavailability;
At the end of any month, you may request an uptime report from the Evidenced Customer Success Manager. We will apply any Subscription Fee Credits against the month’s Subscription Fees immediately following the month it is agreed.
If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then, we may also (at our discretion) choose to issue a Subscription Fee Credit. The issue of Subscription Fee Credit is subject to section 19.
We will both at all times ensure the security and confidentiality of Confidential Information received in connection with this Agreement to at least the same standard as we would each keep our own confidential information and only disclose where required under applicable laws or pursuant to an order of a court of competent jurisdiction or by a regulatory agency, having, where possible under applicable laws, first notified the party whom the Confidential Information belongs to.
15. Personal data
Nothing in this Agreement limits or excludes either your or our liability for:
- death or personal injury caused by its negligence;
- fraudulent misrepresentation or for any other fraudulent act or omission;
- sums properly due and owing to the other in the normal course of performance of this Agreement; or
- any other liability which may not lawfully be excluded or limited.
Subject to the above, neither us nor you will be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any loss of profit; loss of sales, turnover, revenue or business; loss of customers, contracts or opportunity; loss of or damage to reputation or goodwill; loss of anticipated savings; loss of any software or data; loss of use of hardware, software or data; loss or waste of management or other staff time; or indirect, consequential or special loss; arising out of or relating to this Agreement.
Subject to the other provisions in this section, each of your and our total liability arising out of or relating to this Agreement and to anything which it has done or not done in connection with this Agreement shall be limited, in respect of each Subscription Period
17. Need help?
If you have any questions about these terms, any problems concerning Evidenced, or for details of your individual commercial arrangements, please email email@example.com or ask your Customer Success Manager
Support is provided via Intercom (an embedded chat tool) unless we agree otherwise with you in writing.
18. Other important legal stuff
You may not transfer or assign any or all of your rights or obligations under this Agreement. If we fail to enforce any of our rights, that does not result in a waiver of that right.
If any provision of this Agreement is held for any reason to be ineffective or unenforceable, this shall not affect the validity or enforceability of any other provision of this Agreement or this Agreement as a whole.
In the event of a conflict, any separate contract, including Subscription Period, an accompanying Subscription Agreement signed as an addendum, takes precedence over these T&Cs to the extent of the inconsistency .
If any provision of this Agreement is so found to be ineffective or unenforceable but would be effective or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it effective and enforceable.
Neither us nor you will be liable to each other for any failure or delay in performing our obligations under this Agreement which arises because of any circumstances which we cannot reasonably be expected to control, provided that we notify each other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects, use reasonable efforts to mitigate the effects of the circumstances so as to minimise or avoid any adverse impact on the other and use reasonable efforts to resume performance as soon as reasonably practicable.
- except where otherwise provided for, may not be varied except with both our and your written consent;
- and any document expressly referred to in this Agreement represents the entire agreement between you and us;
- shall be governed by English law and any dispute between you and us regarding this Agreement will only be dealt with by the English courts.
It is a condition of this Agreement that, in pre-contract negotiations and in the exercise of its rights or the performance of our obligations under this Agreement, we will both at all times ensure that we comply with the terms of the Bribery Act 2010 and that it does not commit (or procure the commission of) any breach of that Act.
Nothing in this Agreement shall create a partnership or joint venture between us and you or constitute one of us as an agent of the other.
A person who is not a party to this Agreement shall not have any rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
your named organisation within Evidenced;
your authorised representative who manages the commercial and operational relationship with us, defined and periodically updated with the Evidenced Customer Success Manager. The Account Owner creates and signs the Subscription Agreement which forms part of this agreement;
The date the Evidenced subscription is created;
The date the Evidenced subscription is set to terminate;
means all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of this Agreement), including all information relating to that other's, or any of its group members', business, operations, systems, processes, products, trade secrets, know-how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which is available to the public other than because:
- of any breach of this Agreement;
- when it is supplied, it is already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others and is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or
- it is trivial or obvious;
any computer software routine intended or designed to disable, damage, erase, disrupt or impair the normal intended operation of, or provide unauthorised access to or modification or monitoring of, any computer system or any software or information stored on any computer system, including viruses, worms, time bombs, time locks, drop dead devices, access codes, security keys, back doors or trap door devices;
the company identified in the Subscription Agreement;
An employee or representative of the Customer who has access to Evidenced;
any assets, documents or content created by the Users including interview templates and interview questions;
any documents or materials created and provided by us to you which may be included on the Evidenced application or evidenced.app domains, relating to the application and its use, including Evidenced Content;
The date of this Agreement;
The amount the Customer is required to pay for the Subscription to Evidenced from the beginning of the Subscription Period which will be billed in accordance with the Subscription Agreement;
in relation to a person (which includes an individual and a legal person, such as a limited company), any of the following events:
- a meeting of creditors of that person being held or an arrangement or composition with or for the benefit of its creditors (including a voluntary arrangement as defined in the Insolvency Act 1986) being proposed by or in relation to that person;
- a chargeholder, receiver, administrative receiver or other similar person taking possession of or being appointed over or any distress, execution or other process being levied or enforced (and not being discharged within seven days) on the whole or a material part of the assets of that person;
- that person ceasing to carry on business or being deemed to be unable to pay its debts within the meaning of section 123 Insolvency Act 1986 (except that, for the purposes of this agreement, the reference to £750 in section 123(1) of that Act shall be construed as a reference to £10,000);
- that person or its directors or the holder of a qualifying floating charge or any of its creditors giving notice of their intention to appoint, appointing or making an application to the court for the appointment of, an administrator;
- a petition being advertised or a resolution being passed or an order being made for the administration or the winding-up, bankruptcy or dissolution of that person; or
- the happening in relation to that person of an event analogous to any of the above in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets;
patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);
any content which is obscene, sexually explicit, threatening, abusive, harassing, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), liable to cause anxiety, alarm or embarrassment, knowingly false or misleading, or that does not comply with all applicable laws and regulations that is unlawful, threatening, abusive, defamatory, pornographic, obscene, vulgar, indecent, offensive;
calculated by subtracting from 100% the percentage of minutes during the month in which the Evidenced application was Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any of the events set out in bullet point 1 of paragraph 13;
Evidenced and Documentation;
The commercial terms, as detailed via a separate document (or included at the head of this document);
See Subscription Agreement;
a credit to you denominated in the invoice currency, calculated as:
- a percentage of the Subscription Fees for the month in which the Unavailability occurred, applied proportionally to the Services that were Unavailable, in accordance with the schedule below:
- For Monthly Uptime Percentage less than 99.9% but equal to or greater than 99%, a Subscription Fee Credit of 10% of the monthly subscription.
- For Monthly Uptime Percentage less than 99% but equal to or greater than 95.0%, a Subscription Fee Credit of 20% of the monthly subscription.
- For Monthly Uptime Percentage less than 95.0%, a Subscription Fee Credit of 100% of the monthly subscription;
the period of time (e.g. Monthly, 6 Monthly, Annually) specified in the Subscription Agreement relating to the length of the contract and billing. This starts from the Activation Date;
a web application dedicated to providing interview intelligence functionality (“the application”);
a named employee of Evidenced tasked with supporting the Account Owner;
all data, information and material input or uploaded to or transmitted through Evidenced by us, including analytics;
any material provided or made available by or on behalf of us to you for the purposes of incorporation into Evidenced for us or permitted use by you, including interview questions;
The start date of the customer's pilot period;
The end date of the customer's pilot period;
The period of time from the Pilot Start Date to the Pilot End Date in which customers are able to use Evidenced for evaluation purposes;
A user who works for the Customer and participated in an Interview in the preceding month;
A video interview conducted with Evidenced;
A hyperlink to an Interview being conducted with Evidenced;
A person applying for a job with the Customer;