EVEREST RESEARCH LIMITED (“EVEREST”)
CLIENT REGISTRATION FORM
Client Name: The person or legal entity ticking and thereby accepting this Client Registration Form (“Client”)
Date: The date on which this Client Registration Form is first ticked by the Client
Introduction: By completing and submitting this online registration form the Client shall register
with Everest herein in order to place future orders for the delivery of investment research reports
and any other investment advisory products provided by Everest to or for its clients (“Products”).
1. Client Registration and Representation
1.1 The Client hereby registers with Everest as a client in order to be able to place orders for
Products from time to time.
1.2 The Client represents and warrants that its customer status is “Professional” or “Eligible
Counterparty” in the customer type classification of the UK’s Financial Conduct Authority
(“FCA”), which fact the Client hereby confirms and acknowledges that, by virtue of such fact,
the Client will not obtain the benefit of certain of the FCA protections which apply to retail and
other customer types.
2.1 Everest agrees to provide Products to the Client on receipt on its website of orders
(“Website Orders”) and appropriate prior payment of the agreed fees for such delivery of
2.2 Everest may provide additional investment advisory services if and when required by the
Client (“Services”). The nature and scope of any such additional Services would be the subject of
a separate agreement and/or Website Order.
3. Terms and Conditions
3.1 The Appendix sets out Everest’s general Terms and Conditions, which Terms and
Conditions shall be deemed to be applicable to any delivery of Products and/or Services by
Everest to the Client.
4. Client Acceptance
The Client hereby agrees:
4.1 to the terms of this registration agreement and the attached Terms and Conditions;
4.2 to the limitation of liability provisions in the Terms and Conditions having been
discussed and accepts that they are fair and reasonable having regard to the circumstances. In
coming to this decision, the Client has relied on its own judgement or taken separate advice and
has not relied on any representations made by Everest.
4.3 that Everest may inform the Client about other Services that Everest may provide from
time to time as mentioned herein.
APPENDIX TO CLIENT REGISTRATION FORM
EVEREST RESEARCH LIMITED
TERMS AND CONDITIONS
‘’Charges’’ means the charge for the Products and Services specified in a Website Order.
‘’Client’’ or ‘’You’’ means that organisation or person identified in the Contract.
‘’Client Data’’ means the information provided to EVEREST by the Client or on its behalf.
‘’Contract’’ means any contract between EVEREST and the Client which incorporates these terms and
conditions and shall include, where applicable, any client registration form or Website Order
completed and accepted between EVEREST and the Client.
‘’Default’’ means: (1) any act, representation or omission under the terms of this Contract by EVEREST, its
partners, officers, employees or agents (whether deliberate or negligent); or (2) any act which is
done, made, or not done (as the case may be) as a result of any act, representation or omission or any
of them (whether deliberate or negligent), in connection with or in relation to the Contract as a result
of which EVEREST is legally liable to the Client or any third party whether in contract, tort or
otherwise. A number of Defaults which together result in or contribute substantially the same loss or
damage shall be treated as one Default occurring on the date of the occurrence of the last such
‘’Delivery’’ means the delivery of the Products in accordance with Clause 5.
‘’Everest’, “Us”, ‘
’We’’ or “Our” Everest Research Limited, a Limited Liability Company Registered in England and Wales
Registered Number 11172325, Registered Office: 6 Froxmere Close, Solihull, B91 3XG , United
‘’FCA’’ means the Financial Conduct Authority of the United Kingdom and, where applicable, any body that
may succeed it and any body to which it may delegate its functions.
Property Rights” patents, rights to inventions, copyright and related rights, moral rights, trade marks, trade names and
domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights
in computer software, database rights, rights in confidential information (including know-how and
trade secrets) and any other intellectual property rights, in each case whether registered or
unregistered and including all applications (or rights to apply) for, and renewals or extensions of,
such rights and all similar or equivalent rights or forms of protection which may now or in the future
subsist in any part of the world.
“Members’’ means any one of the existing or future Members of EVEREST.
“Products’’ means EVEREST’s Reports and any other investment advisory products provided by EVEREST to
or for the Clients pursuant to delivery and acceptance of a Website Order.
“Reports” means the investment research reports provided by EVEREST which may be purchased by Clients
from our Website and where the price is visible on the Website prior to their purchase
‘’Services’’ means all consultancy, advice and other investment advisory services provided by EVEREST to or
for the Client pursuant to delivery and acceptance of a Website Order.
“Website” means the website of EVEREST at www.[ ].co.uk
“Website Order” means an order completed and submitted by a Client on the Website, with all relevant Charges
having been pre-paid, for the delivery of Products and/or Services, which order form may be
accepted by Everest in its discretion.
2.1 Following receipt of these Terms and Conditions, You will be deemed to have accepted the Terms and Conditions when
you proceed to instruct EVEREST to provide the Products and/or Services offered, unless EVEREST receives an objection
in writing to any one or more Clauses of these Terms and Conditions.
2.2 No variation or amendment of any of the Clauses in these Terms and Conditions will be accepted until You provide written
notification to EVEREST and the proposed amendment or variations are authorised in writing by of EVEREST. Any
unauthorised alterations or amendments to these Terms and Conditions will be void and unenforceable.
2.3 These Terms and Conditions apply to all Contracts that are subsequently made between EVEREST and the Client for the
Products that are to be provided by EVEREST. These Terms and Conditions will apply to such Contracts to the exclusion
of any and all other representations conditions or terms subject to which the Contract is purported to be made or stipulated
referred to or implied by the Client.
3 DELIVERY OF REPORTS
3.1 The Client agrees to pay all monies due to EVEREST via Website Order prior to the accessing of their purchased Reports.
3.2 Each Report delivered will only be accessible via up to 2 browsers/devices and from up to 2 ISP addresses, unless
otherwise agreed with EVEREST at EVEREST’s absolute and sole discretion.
3.3 Any downloading, saving, copy pasting, sharing of Reports with others, sharing of client logins with others, printing of
Reports and other similar activities is prohibited (it being noted that these possibilities are limited in any case by the
encryption software used by EVEREST). Each Report is solely for the use of the individual purchaser within the operations
of the Client.
3.4 Any refund or exchange of Report for an incorrectly purchased Report by a Client will be solely at the discretion of
3.5 EVEREST will promptly report to the FCA any reportable matter, which has been brought to its attention in relation to a
4.1 EVEREST’s charge-out rates for its Products and Services will be provided either on the Website Order or, in the case of
Services such as customised research projects, prior to the completion of an order for such Services. Charges for Reports
must be paid prior to the Reports being downloaded from the Website.
4.2 EVEREST reviews its charge-out rates from time to time, and will include full details of any changes to its current Charges
on its Website.
4.3 EVEREST’s proposals for Charges for Services are based upon a number of different factors, including Our estimate of the
amount of time likely to be required to complete the work We are instructed to undertake, the circumstances of the
instruction, and the complexity, urgency or novelty of the work involved.
4.4 Invoices are payable upon presentation. Interest only invoices will be rendered on any account which has not been paid
within 30 days of issue and thereafter at intervals of no less than 30 days. Interest will be calculated from the day of issue
of an invoice until receipt of cleared funds settling the outstanding amount. The rate of interest will be 5% per annum over
Barclays Bank Plc’s base rate from time to time. This rate of interest being the rate EVEREST is charged by its bankers,
for excess overdrafts. In this respect the level of interest is not intended to be penal, merely cash neutral. EVEREST
reserves the right to decline to act further for any Client who fails to pay an invoice in accordance with these terms.
4.5 EVEREST’s proposals for Charges for Services are quoted exclusive of VAT, travel and other disbursements, which will
be recharged at cost. Time incurred in travelling will be charged at half the standard rate of the individual concerned.
4.6 Couriers and other disbursements are recharged at cost.
5.1 EVEREST will use all reasonable endeavours to dispatch the Products as soon as is reasonably practical provided that time
for delivery shall not be of the essence of the Contract.
5.2 Risk of damage to or loss of the Products shall pass to the Client immediately upon delivery or if the Client fails to take
delivery of the Products, at the time when EVEREST has tendered Delivery, or when possession of the Products is taken
by a carrier (whichever is the sooner).
6.1 No Contract may be cancelled or suspended by the Client unless otherwise agreed by EVEREST and on terms that the
Client shall indemnify EVEREST in full against all losses (including loss of profit), costs, damages, charges and expenses
incurred by EVEREST as a result of such cancellation.
7 LICENCE TO USE THE PRODUCTS
7.1 The Client’s rights in the Products shall take effect only as a licence on the terms contained in this Clause 7 and all
copyrights, patents and other industrial and intellectual property rights relating to the Products and all related
documentation and each and every part thereof shall remain the exclusive property of EVEREST. Title and associated
rights to the Products shall not pass on to the Client in any circumstances.
7.2 EVEREST grants to the Client a personal non-transferable, non-exclusive licence to use the Products solely for its own
business purposes provided it is a use for which the Products were designed and intended and not for the supply of services
to any third party. For the avoidance of doubt, each purchase of a Report confers a licence covering one person only
employed by or otherwise engaged by the Client and that person cannot be changed.
7.3 This licence does not permit You to use EVEREST’s logo without prior approval, and in any event does not permit You to
use, distort, amend, or alter EVEREST’s logo in any manner
7.4 This licence may not be assigned, sublicensed or otherwise transferred by the Client.
7.5 The Client shall be responsible for checking the Products and any draft product provided by EVEREST to verify that they
are suitable for its purposes based on the Client Data it has provided to EVEREST.
7.6 The Client agrees not to provide or otherwise make the Products available to any other person
7.7 EVEREST shall have the right to terminate the licence and all rights of the Client hereunder at any time in any of the
7.7.1 if the Client commits any breach of its obligations or the restrictions applicable to the Client hereunder and fails
to remedy the breach to the satisfaction of EVEREST within 7 days of being required to do so in writing by
7.7.2 if the Client makes any composition with its creditors generally or (being a company) has a receiver appointed
or resolves to go into voluntary liquidation (other than for the purpose of reconstruction or amalgamation of a
solvent company) or is ordered to be compulsorily wound-up by a court or (being an individual or partnership)
7.8 The Client expressly acknowledges and agrees that the Products and Services contain confidential and copyright materials
and other data, which is the property of EVEREST. The Client, on its own behalf and on behalf of its agents, contractors
and employees agrees to maintain such materials and data in strict confidence and to protect EVEREST’s copyright and
other intellectual property rights in the Products and agrees to take all appropriate steps to ensure that persons having
access to any part of the Products shall refrain from any unauthorised reproduction, disclosure or use of such information or
7.9 EVEREST’s advice is given to and work carried out for You as our Client and must only be used by You in relation to the
specific matter to which they relate. You must not pass such advice or work on to any third party. Copyright in such advice
or work remains vested in EVEREST.
8 CLIENT DATA
8.1 The Client is responsible for:-
8.1.1 ensuring that the Client Data is accurate and complete;
8.1.2 reviewing the drafts of any Products submitted to it by EVEREST and promptly notifying EVEREST of any
inaccuracies or changes that need to be made;
8.1.3 taking all reasonable precautions to ensure that any data or communication made through the electronic medium
is submitted to EVEREST free from viruses and anything else which may have a contaminating or destructive
effect to EVEREST’ communication systems. Electronic communication includes e-mail communications.
9 CONDITION OF PROVISION OF SERVICES AND EXEMPTIONS AND LIMITATIONS
9.1 The following Clause specifies the extent to which EVEREST will be liable for Defaults. Its principal terms are a condition
of the appointment of EVEREST, a financial limit on EVEREST’s liability (except for death or personal injury), the
liability of EVEREST only for certain defined losses and a time limit applicable for both parties for the enforcement of
claims. EVEREST’s entire liability and the Client’s sole remedies, whether in contract, tort or otherwise, shall be set out in
this clause 9.
9.2 EVEREST does not give any warranty in respect of any Products or Services and accepts no responsibility whatsoever for
the consequences of any investment or other actions taken by the Client or anyone else as a result of reading the report and
any investment recommendations contained therein. Clients must make their own independent investment decisions and
not rely on EVEREST’s research or recommendations. The value of investments can go down as well as up.
9.3 Except as expressly provided in the Contract, all conditions, representations and warranties (express or implied, statutory
or otherwise) are excluded to the extent permitted by law including without limitation any implied warranties or conditions
as to quality or fitness for purpose.
9.4 The Client shall always promptly inform EVEREST of any Default and afford it a reasonable opportunity of correcting that
Default including, without limitation, the option of replacing the Products or correcting any deficiency in the same.
9.5 EVEREST shall not be liable for any loss incurred:-
9.5.1 after the date EVEREST corrects the Default;
9.5.2 12 months after the date of the Default;
9.5.3 after the date on which the Client terminates any licence to use the Products;
9.5.4 to the extent that EVEREST affords the Client a reasonable opportunity to mitigate its losses, damage, liabilities
or expenses by providing alternative Products or Services.
9.6 EVEREST will accept unlimited liability for death or personal injury caused by EVEREST’s Default.
9.7 EVEREST will not be liable for the following loss or damage however caused and even if foreseeable by EVEREST:-
9.7.1 economic loss, which term shall include loss of profits, loss of use of profits, business, revenue, goodwill or
anticipated savings; or
9.7.2 loss of, damage to or the cost of replacement, recovery or reconstruction of the Client’s or a third party’s
documents, tapes, records, information or other data on any media; or
9.7.3 special, indirect or consequential loss; or
9.7.4 loss arising from any claim made against the Client by a third party; or
9.7.5 loss or damage arising from the Client’s failure to fulfil its responsibilities or any matter under the control of the
Client or a third party; or
9.4.1 loss or damage arising from EVEREST acting in accordance with the instructions of the Client, its officers,
employees, agents or third parties engaged by the Client.
9.8 EVEREST’s entire liability under the Contract for any Default or series of Defaults for actual damages, except in the case
of death or personal injury as provided above, shall not in any event exceed whichever is the lesser of:-
9.8.1 150% of the Charges in respect of the Service or Product that is in Default, and
9.9 Except in respect of payments due under the Contract and claims in respect of death or personal injury arising as a result of
EVEREST’s Default, no action may be brought by either party against the other more than two years after the cause of
action has accrued.
9.10 The Client agrees to indemnify EVEREST against all actions, proceedings, claims and demands in any way connected with
the Contract or the Products brought or threatened against EVEREST by a third party except to the extent that EVEREST
is liable to the Client for a Default.
9.11 The Client acknowledges that:
9.11.1 the Charges have been calculated on the basis that EVEREST excludes and/or limits its liability to the Client in
accordance with the Contract;
9.11.2 that the exclusions and limitations contained in the Contract are fair and reasonable in all the circumstances
known at the date of the Contract;
9.11.3 it is not possible to foresee and provide in the agreement (in particular by way of adjustments to the Charges) for
all contingencies which may give rise to loss, damage or liability.
9.12 Each of the limitations and exclusions set out above are to be construed as a separate limitation or exclusion, applying and
surviving even if for any reason one or other of the limitations or exclusions is held inapplicable or unreasonable in any
circumstances, and shall remain in force despite termination of the Contract.
9.13 EVEREST will not be liable in any circumstances for the consequences of any delay in the performance of or failure to
perform its obligations contained in the Contract if the delay is not substantial or if the delay or failure is due to any cause
whatsoever beyond EVEREST’s contemplation or control or of an unexpected or exceptional nature.
10.1 The Client will indemnify EVEREST fully against loss, damage or expense which EVEREST may suffer or incur
(including professional fees and cost of staff time on a full indemnity basis) as a result of the infringement of the copyright,
patents, trade secrets or similar rights of any third party, as a result of the preparation of the Products in accordance with
the Client Data or the Client’s instructions or as a result of reliance on information supplied by the Client.
11 RESTRICTION ON DATA ENCRYPTION TRANSMISSION OR PROCESSING
11.1 The Client shall be responsible for complying with any law (whether applying in the United Kingdom or elsewhere and
whether now in force or coming into force hereafter) restricting or affecting the encryption, transmission or processing of
data and shall be responsible for obtaining any permission or license therefore. Neither any such restriction nor any refusal
or revocation of any such license or permission shall relieve the Client of its obligations to pay the Charges. The Client
shall also be responsible for (and shall indemnify EVEREST against) the payment of any fee, duty or transmission contact
price payable in relation to such transmission or processing of data under the Contract (whether levied on or payable
initially by EVEREST or by the Client).
12.1 EVEREST will promptly report to the FCA, or any anti-money laundering or other regulatory or legal authority as
required, any notifiable matter which has been brought to its attention in relation to a Contract
12.2 You authorise EVEREST to provide the FCA or other regulatory or legal authorities with such information concerning
You as the FCA or other regulatory or legal authorities shall request or which EVEREST is obliged to provide thereto.
12.3 You shall promptly notify EVEREST of any regulatory, legal or compliance breaches that You identify or otherwise
become aware of in relation to Your use of the Products and Services and provide EVEREST with all
correspondence and other documentation relating thereto.
12.4 Our responsibility will be to Your senior management, which has the ultimate responsibility for ensuring that You
comply with the FCA’s and other regulatory authorities’ rules and regulations. Our day-to-day operational reporting
lines are to your Board of Directors, or any other authorised person that has been notified to EVEREST by You.
12.5 EVEREST warrants that it has suitable provisions in place to ensure its compliance with applicable “treating customers
fairly” (“TCF”) requirements. EVEREST has in place strict policies on personal account dealing, market abuse and
protection of research workflow information as part of its TCF framework.
12.6 You agree to abide by all applicable Anti-Money Laundering (AML) rules and regulations, not to use Your purchases
of the Products and Services for money laundering or other financial crime and to provide full responses to any questions
posed by EVEREST from time to time to verify such matters.
12.7 Notwithstanding any provision in these Terms to the contrary (or any other agreement between Us and You), all business
transacted by Us with or on behalf of You is subject to the provision of the Financial Services and Markets Act 2000 and
the rules of the FCA from time-to-time in force (the “Rules”). In the event of a conflict between these Terms (or any other
agreement between You and Us) and any of those Rules, the Rules shall prevail.
12.8 You agree that in connection with this Agreement, You will comply with all anti-bribery and corruption and anti-money
laws, regulations or equivalent applicable to either you and or EVEREST including but not limited to the Bribery Act 2010
of the United Kingdom and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer)
13.1 Subject to Clause 3, EVEREST shall exercise all reasonable care in keeping information supplied by the Client confidential
and preventing access thereto.
14.1 Any notice pursuant to the Contract shall be in writing signed by (or some person duly authorised by) the person giving it
and may be served by leaving it at or sending it by email, fax transmission, recorded delivery or registered post to the
appropriate address set out herein or such address as shall be notified from time to time.
14.2 Any of the foregoing correspondence shall be deemed to have reached the party to whom it is addressed as follows:-
14.2.1 by recorded delivery letter or registered post within the United Kingdom – 2 business days after posting;
14.2.2 by the local equivalent of recorded delivery letter or registered post outside the United Kingdom – 7 business
days after posting;
14.2.3 by hand – at the actual day and time of receipt;
14.2.4 by fax or email – one hour after the time of transmission,
save that in the case of hand delivery or email or fax delivery which otherwise would be deemed to be after
5p.m. on a business day or on a day which is not a business day shall be deemed to be delivery at 10am on the
next business day thereafter.
14.3 In proving service of a notice or document it shall be sufficient to prove that delivery was made or that the envelope
containing the notice or document was properly addressed and posted as a prepaid recorded delivery letter or registered
post (or the local equivalent thereto) or that the email or facsimile message was properly addressed and dispatched to the
correct number as the case may be.
15.1 Neither the Contract nor any provision hereof, may be amended, changed, waived, discharged or terminated orally, but
only by a statement in writing signed by the respective duly authorised representative of EVEREST and the Client.
15.2 EVEREST’s failure at any time to require strict performance by the Client of any provision of the Contract shall not waive
or diminish EVEREST’s rights subsequently to demand strict performance of the provision or of any other provision.
15.3 We may release or compromise in whole or in part the liability of the Client under the Contract or grant any time or other
indulgences without affecting the liability of the Client.
16 UNENFORCEABLE PROVISIONS
16.1 Any term, condition, stipulation, provision, covenant or undertaking in the Contract which is illegal, void, prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent it is unenforceable without
invalidating the remaining provisions hereof, and in any such illegality, voidness, prohibition or unenforceability in any
jurisdiction shall not invalidate or render illegal, void, prohibited or unenforceable any such term, condition, stipulation,
provision, covenant or undertaking in any other jurisdiction.
17 WHOLE AGREEMENT
17.1 The Contract and the documents referred to in it contain the whole agreement between the parties relating to the
transactions contemplated by the Contract and supersede all previous agreements between the parties relating to these
17.2 Each of these parties acknowledges that in agreeing to enter into the Contract he has not relied on any representation,
warranty or other assurance except those set out in the Contract and the documents referred to in it.
18 APPLICABLE LAW
18.1 The Contract shall be subject to the laws of England and the Client irrevocably submits to the exclusive jurisdiction of the
19 RIGHTS OF THIRD PARTIES
19.1 A person who is not a party to the Contract pursuant to the Contracts (Right of Third Parties) Act 1999 shall have no right
to enforce any provision of the Contract but this shall not affect any right which exists or is available apart from that Act.
20 RELATIONSHIP OF THE PARTIES
20.1 The relationship between EVEREST and the Client is that of independent contractors. Neither party is agent for the other
and neither party has any authority to make any contracts, whether expressly, or by implication, in the name of the other
party without that party’s prior written consent.
21.1 Words importing the singular only shall include the plural and vice versa and references to persons shall include bodies
corporate and vice versa.
22 ASSIGNMENT OF CONTRACT
22.1 EVEREST may assign the Contract to any purchaser of its business.
23 DATA PROTECTION NOTICE
23.1 You have the right under the Data Protection Act 1998 to request a copy of the personal data which We hold with reference
to You and to request that We delete this information from our records or that We do not use it for direct marketing. We
may disclose personal data if required to do so by law or in the good faith belief that such action is necessary to (a)
conform to the edicts of the law or comply with any legal process served on Us; and, (b) protect and defend Our rights.
23.2 EVEREST may transfer such personal information to Our associated companies/businesses and a purchaser of all or part of
23.3 EVEREST is committed to maintaining the privacy and integrity of all personal data collected, used, or otherwise
processed by EVEREST. In this respect, EVEREST will use its reasonable endeavours to ensure compliance at all times
with the applicable data protection law, including, but not limited to, Regulation (EU) 2016/679 (the “GDPR”). In
particular, EVEREST will implement technical and organisational measures to ensure the security of personal data.
EVEREST will use reasonable endeavours to engage with processors providing similar processing activities, in particular
in terms of expert knowledge, reliability and resources, to implement technical and organizational measures in compliance
with the applicable data protection law. Where recipients of the personal data are located in a country or territory which
does not ensure an adequate level of protection for personal data, EVEREST will not transfer personal data without the
prior consent of the data subject or, where applicable, will take measures to compensate for the lack of data protection by
way of appropriate safeguards, in compliance with the applicable data protection law. Personal data shall be processed by
EVEREST in a lawful, fair and transparent manner. EVEREST will undertake to display a data protection policy at www.[
24.1 EVEREST has in operation a written procedure in accordance with the FCA Rules for the effective consideration and
proper handling of complaints from customers. Any complaint may be referred to the compliance officer of EVEREST at
its registered office. The Client as a “Professional” or “Eligible Counterparty” in the customer type classification or its
equivalent under the Rules does not have a right of complaint direct to the Financial Ombudsman Service in respect of any
action of EVEREST that is or is alleged to be in breach of the Rules.