Product Evaluation Terms & Conditions

These Product Evaluation Terms and Conditions (“Agreement”) are entered into between Envio Limited (“Envio”) and the accepting organisation (“Company”), effective as of the date the Company accepts these terms.

By ticking the acceptance box, the Company agrees to be bound by this Agreement. The individual accepting these terms represents that they have authority to bind the Company.

These terms are intended to support a straightforward evaluation of Envio’s products while protecting both parties.

1. Purpose of Evaluation

Envio provides certain products, technologies, and related materials (“Evaluation Products”) to the Company for evaluation and to explore a potential commercial relationship.

2. Licence

Envio grants the Company a limited, non-exclusive, royalty-free, non-transferable licence to use the Evaluation Products:

for evaluation purposes only;
in the form provided by Envio; and
for the evaluation period specified by Envio (“Term”).

3. Confidentiality

3.1 Definition
“Confidential Information” means non-public information provided by Envio that is marked as confidential or would reasonably be understood to be confidential.

Evaluation Products themselves are not considered Confidential Information under this Agreement.

3.2 Protection
The Company agrees to protect Confidential Information in accordance with any existing confidentiality agreement between the parties.

4. Permitted Sharing

The Company may share and demonstrate the Evaluation Products with its employees, contractors, and end customers for evaluation purposes. The Company remains responsible for ensuring such use complies with this Agreement.

5. Restrictions on Use

The Company agrees not to:

reverse engineer, disassemble or decompile the Evaluation Products
sell, license, or distribute the Evaluation Products beyond evaluation purposes.

6. Term and Termination

This Agreement will end at the expiry of the Term or earlier if:

Envio provides written notice;
either party materially breaches this Agreement and does not remedy the breach within 15 days; or
either party becomes subject to insolvency proceedings.

Upon termination, the Company will delete or return all Evaluation Products and any Confidential Information within 10 business days.

7. Ownership

All intellectual property rights in the Evaluation Products remain the property of Envio or its licensors. This Agreement does not transfer ownership. All hardware will remain property of Envio and the company conducting evaluation must return them at the end of the evaluation period at their own cost.

8. Envio Obligations

Envio will provide reasonable guidance to support the Company’s evaluation. Nothing in this Agreement limits Envio’s ability to develop or commercialise its products.

9. No Assignment

The Company may not transfer this Agreement or its rights under it without Envio’s prior written consent.

10. Warranty Disclaimer

The Evaluation Products are provided “as is”. While Envio confirms it has the right to provide them, no other warranties are given.

11. Liability

Envio will not be liable for indirect or consequential losses (such as loss of profit, revenue, or data).
Envio’s total liability under this Agreement is limited to the greater of £5,000 or any amount paid by the Company (if applicable). Nothing in this Agreement limits liability where it cannot legally be limited.

12. General

This Agreement forms the entire agreement between the parties;
it is governed by the laws of England and Wales;
the courts of England and Wales have exclusive jurisdiction;
if any provision is invalid, the remainder will still apply.

13. Survival

Clauses relating to confidentiality, ownership, and liability will continue after termination where applicable.