Terms and Conditions

Effective Date: 29 March 2026

PRVW Consulting Ltd (Company No. 16944655), trading as PRV Watch

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement:

• “Company” means PRVW Consulting Ltd, trading as PRV Watch.
• “Customer” means the entity purchasing access to the Services.
• “Services” means access to the Company’s data platforms, dashboards, datasets, downloadable reports, updates, consultancy services, and PRV Watch Pro.
• “PRV Watch Pro” means the Company’s proprietary paid data product, including its dashboards, datasets, reports, analytics, and related materials made available via the Services.
• “Licensed Data” means all data, content, insights, and materials made available as part of PRV Watch Pro.
• “Public Data” means data intentionally made publicly available by the Company without restriction, including via publicly accessible pages designated by the Company as public.
• “Order” means any order form, proposal, statement of work, or invoice accepted by the Customer.
• “Order Term” means the duration specified in the Order.
• “Licence Type” means the scope of use specified in the Order (including Single Office or Company-Wide).
• “Authorised Users” means named employees of the Customer.
• “Authorised Location” means the office specified in the Order (if applicable).
• “Internal Business Purposes” means use within the Customer’s organisation for internal operations and decision-making, excluding redistribution except as expressly permitted.
• “Substantial Extraction” means extraction or re-utilisation of all or a substantial part of Licensed Data, including repeated extraction of insubstantial parts that cumulatively replicate a substantial portion.
• “Competing Service” means a product or service that substantially replicates the functionality, structure, or commercial purpose of PRV Watch Pro using Licensed Data.
• “Confidential Information” means all non-public information disclosed by a party, including Licensed Data, and all business, technical, and commercial information.
• “Outputs” means any analyses, summaries, reports, visualisations, models, or other materials created by or on behalf of the Customer that incorporate, are derived from, or are based on Licensed Data, whether in whole or in part, including any materials that reproduce or reflect the substance of Licensed Data.

1.2 Headings shall not affect interpretation. References to “including” shall mean “including without limitation”.

2. BASIS OF AGREEMENT

2.1 This Agreement governs all Services provided by the Company.

2.2 Each Order shall be binding upon acceptance by the Customer.

2.3 The Services are intended for use by customers acting in the course of business. By entering into this Agreement, the Customer represents and warrants that it is acting in the course of a business and not as a consumer.

2.4 If the Customer is found to be acting as a consumer, this Agreement shall apply to the fullest extent permitted by applicable law, and nothing in this Agreement shall limit or exclude any rights which cannot lawfully be limited or excluded.

2.5 These Terms shall prevail over any terms of the Customer.

3. ORDER OF PRECEDENCE

In the event of conflict between documents, the following order of precedence shall apply:

(a) the Order;

(b) these Terms;

(c) any other referenced document.

4. PUBLIC DATA

4.1 Public Data may be used freely, including for commercial purposes, subject to attribution.

4.2 Attribution shall, where reasonably practicable:

(a) reference “PRV Watch”;

(b) include “PRVWatch.com”; and

(c) not imply endorsement by the Company.

4.3 Public Data shall not be misrepresented or presented as proprietary.

4.4 Public Data is provided “as is” and does not constitute Confidential Information.

4.5 The Company may modify or withdraw Public Data at any time, provided that any such withdrawal shall apply prospectively only.

4.6 Any data made accessible due to technical error, system failure, or unauthorised access shall not be considered Public Data, and all restrictions applicable to Licensed Data shall continue to apply.

4.7 The Company may designate data as Public Data or Licensed Data through the Services, including by labelling, access controls, or other reasonable means. In the absence of such designation, data made available through PRV Watch Pro shall be deemed Licensed Data.

5. PRV WATCH PRO AND LICENCE GRANT

5.1 The Company grants to the Customer a limited, non-exclusive, non-transferable and non-sublicensable licence to:

(a) access PRV Watch Pro; and

(b) use, and internally share, Licensed Data,

in each case during the Order Term and strictly in accordance with this Agreement.

5.2 The permitted scope of internal sharing of Licensed Data and any Outputs shall depend on the Licence Type specified in the Order:

(a) Single Office Licence – Licensed Data and any Outputs may be shared internally, on a reasonable and proportionate basis for Internal Business Purposes, only with employees located at the Authorised Location (including remote employees assigned to that location);

(b) Company-Wide Licence – Licensed Data and any Outputs may be shared internally, on a reasonable and proportionate basis for Internal Business Purposes, across all locations of the Customer and its Affiliates expressly identified in the applicable Order.

5.3 For the purposes of this Clause, “Affiliates” means entities under common control with the Customer.

5.4 Access to PRV Watch Pro shall be strictly limited to Authorised Users. The Customer shall ensure that:

(a) each Authorised User is individually named and assigned unique login credentials;

(b) credentials are not shared between individuals;

(c) only Authorised Users access the Services; and

(d) access is promptly revoked for any individual who is no longer authorised.

5.5 For the avoidance of doubt:

(a) individuals who receive Licensed Data or Outputs through internal sharing under Clause 5.2 do not require direct access to the Services;

(b) access to the Services and the right to receive Licensed Data through internal sharing are separate and independent rights.

5.6 The Customer shall be responsible for all use of the Services and Licensed Data.

5.7 Licensed Data may be used solely for Internal Business Purposes.

6. RESTRICTIONS

6.1 The Customer shall not, and shall ensure that its Authorised Users and any recipients of Licensed Data under Clause 5.2 do not:

(a) share, disclose, or make available Licensed Data to any third party outside the scope of permitted internal sharing under Clause 5.2;

(b) publish, disclose, or make available Licensed Data or Outputs to any external third party without the prior written consent of the Company;

(c) resell, sublicense, or otherwise commercialise Licensed Data;

(d) use Licensed Data to create, develop, or support any Competing Service;

(e) extract, reproduce, or re-utilise all or a substantial part of Licensed Data, or engage in Substantial Extraction;

(f) use Licensed Data to train, fine-tune, or develop any artificial intelligence or machine learning systems where such use would reproduce, substitute for, or materially replicate Licensed Data or PRV Watch Pro;

(g) provide access to the Services to any third party who is not an Authorised User;

(h) scrape, harvest, or automate the extraction of Licensed Data;

(i) circumvent or interfere with any technical or contractual safeguards; or

(j) use the Services or Licensed Data in any unlawful manner.

6.2 Internal sharing permitted under Clause 5.2 is subject to the following conditions:

(a) Licensed Data and Outputs must not be shared in a manner that enables extraction, reconstruction, or external redistribution of Licensed Data;

(b) recipients must use the data solely for Internal Business Purposes;

(c) the Customer remains responsible for all use of Licensed Data by its employees and Affiliates.

6.3 Any use of Licensed Data not expressly permitted under this Agreement is strictly prohibited.

7. INTELLECTUAL PROPERTY

All intellectual property rights, including database rights, in PRV Watch Pro, the Services, Licensed Data, Public Data, and any Deliverables shall remain vested in or licensed to the Company. Except for the rights expressly granted under this Agreement, no rights are transferred to the Customer.

8. SERVICES AND CHANGES

8.1 The Company may modify, update, or discontinue any part of PRV Watch Pro, the Services, or Licensed Data, provided that it shall not materially reduce the core functionality of PRV Watch Pro during the Order Term without providing reasonable prior notice where practicable.

8.2 The Company does not guarantee uninterrupted availability or continuity of specific features.

8.3 The Company shall use reasonable efforts to provide advance notice of material changes where practicable.

9. CONSULTANCY SERVICES

9.1 Consultancy services shall be provided with reasonable skill and care.

9.2 Deliverables shall be licensed for internal use only.

10. FEES AND PAYMENT

10.1 Fees shall be payable in advance of access to the Services.

10.2 The Company shall have no obligation to provide or continue access to the Services until payment has been received in full and in cleared funds.

10.3 The Company may suspend or restrict access to the Services where payment is overdue.

10.4 All fees are exclusive of value added tax (VAT) and any other applicable taxes, which shall be payable by the Customer at the applicable rate upon receipt of a valid invoice.

10.5 All payments shall be made in full without set-off, counterclaim, deduction, or withholding, except as required by law. If the Customer is required by law to make any withholding or deduction, it shall pay such additional amount as is necessary to ensure that the Company receives the full amount it would have received had no such withholding or deduction been required.

11. DATA PROTECTION

Each party shall comply with applicable data protection laws.

12. CONFIDENTIALITY

12.1 Licensed Data constitutes Confidential Information of the Company.

12.2 Each party shall protect Confidential Information using reasonable care.

12.3 Confidential Information shall not be disclosed except where necessary or required by law.

12.4 Confidential Information excludes information that is public, independently developed, or lawfully obtained.

13. WARRANTIES AND DISCLAIMERS

The Services and PRV Watch Pro are provided “as is” to the fullest extent permitted by law. The Company makes no warranties regarding accuracy, completeness, or fitness for purpose.

14. LIABILITY

14.1 Nothing in this Agreement shall exclude or limit liability where unlawful.

14.2 The Company shall not be liable for indirect or consequential loss.

14.3 Subject to Clause 16.7, the Company’s total liability shall be limited to the fees paid in the preceding 12 months.

15. INDEMNITIES

15.1 The Customer shall indemnify the Company for any loss arising from misuse of the Services or breach of this Agreement.

15.2 The Company shall provide a limited indemnity for third-party intellectual property claims, subject to customary conditions.

16. BREACH AND ENFORCEMENT

16.1 Any breach relating to Licensed Data shall constitute a material breach.

16.2 The Company may suspend or terminate access immediately and take steps to prevent further use or dissemination of Licensed Data.

16.3 The Customer acknowledges that unauthorised use or disclosure of Licensed Data may cause irreparable harm for which damages alone would not be an adequate remedy. The Company shall be entitled to seek injunctive relief, specific performance, and other equitable remedies without the need to prove special damage or provide security.

16.4 Where PRV Watch Pro or Licensed Data is used in breach of this Agreement, the Customer shall pay an amount representing a reasonable pre-estimate of the loss likely to be suffered by the Company, including (without limitation):

(a) the fees that would have been payable for authorised use of the Services, including for any unauthorised users, locations, or uses; and

(b) any additional losses arising from such unauthorised use.

16.5 Without prejudice to Clause 16.4, where the breach involves unauthorised disclosure, use in a Competing Service, or any act resulting in loss of exclusivity or widespread dissemination of Licensed Data, the Company shall be entitled to recover damages calculated by reference to:

(a) the commercial value of the Licensed Data;

(b) loss of exclusivity and market position;

(c) revenue, opportunity, and pricing loss; and

(d) any profits made by the Customer or third parties arising from such breach.

16.6 To the extent permitted by law, the Company may elect to recover an account of profits derived from the unauthorised use of Licensed Data.

16.7 The limitation of liability set out in Clause 14 shall not apply to:

(a) breach of the restrictions relating to Licensed Data;

(b) unauthorised disclosure or use of Licensed Data; or

(c) use of Licensed Data in a Competing Service.

16.8 All remedies under this Agreement are cumulative and may be exercised concurrently or separately.

17. AUDIT RIGHTS

17.1 The Company may audit on reasonable notice if breach is suspected.

17.2 The Customer shall cooperate reasonably with such audits.

17.3 Where breach is identified, the Customer shall remedy the breach and reimburse reasonable audit costs.

18. TERMINATION

18.1 The Company may suspend access immediately for breach or non-payment.

18.2 Either party may terminate for material breach not remedied within 14 days.

18.3 The Company may terminate immediately for serious breach.

18.4 Upon termination:

(a) all rights shall cease;

(b) use of the Services shall stop immediately; and

(c) all Licensed Data shall be deleted from active systems and, to the extent retained in backup or archival systems in accordance with the Customer’s standard retention policies, shall not be restored, accessed, or used for any purpose and shall be permanently deleted in the ordinary course of such policies.

18.5 Upon request, the Customer shall provide written certification, signed by an authorised officer, confirming compliance with this Clause 18 to the extent reasonably practicable.

18.6 Termination shall not affect accrued rights.

19. FORCE MAJEURE

Neither party shall be liable for events beyond reasonable control.

20. ASSIGNMENT

The Customer may not assign this Agreement without prior written consent. The Company may assign freely.

21. GENERAL

This Agreement constitutes the entire agreement. If any provision is invalid, the remainder shall remain in force. No waiver shall be effective unless in writing.

22. GOVERNING LAW

This Agreement shall be governed by the laws of England and Wales.

23. NOTICES

Notices shall be sent to: lo@prvwatch.com

24. SURVIVAL

The provisions relating to intellectual property, confidentiality, liability, indemnities, enforcement, and audit rights shall survive termination. All protections relating to Licensed Data shall continue indefinitely.

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