Updates to Terms and Conditions

Updated On 14/04/2025

Master Services Agreement

Definitions:

Supplier: LYON MANAGED SERVICES LIMITED incorporated and registered in England and Wales with company number 10726341 whose registered office is at 10-103, 2 Minster Ct, Mincing Ln., London EC3R 7BB.

Clauses:

1.12 In the event of any conflict or inconsistency between the Clauses of this Agreement, the Schedules, the Order Form, schedule of cover or service definition documents and the Customer Agreement / Licence Agreement / Third Party Terms (including any changes or variations to each), the following order of precedence shall apply (in decreasing order) to the extent of such conflict or inconsistency:

(a) the schedule of cover;

(b) the Order Form;

(c) the service definition documents (if any) annexed to the Order Form, to the extent they apply to the Services being provided under the applicable Order Form only;

(d) the Customer Agreement / Licence Agreements / Third Party Terms, to the extent applicable to the Services;

(e) the Schedules;

(f) the Clauses.

2.5 A quote is only valid for a period of ten (10) from its date of issue unless otherwise agreed by the Supplier in writing.

2.6 The Parties shall use all reasonable endeavours to sign the applicable Order Form and any applicable schedule of cover to indicate their acceptance of the terms of the Order Form, schedule of cover (as applicable) and this Agreement. The Client acknowledges and agrees that notwithstanding its failure to sign the applicable Order Form, and/or schedule of cover, its use of the Services provided by the Supplier shall constitute acceptance of the terms of the applicable Order Form, schedule of cover and this Agreement. .

4.12 If the Client has failed to settle the outstanding Fees after the notice to remedy has been provided pursuant to Clause 4.9(c), the Supplier may use any deposit paid by the Client towards settling any outstanding Fees and apply an administration fee equivalent to 15% of the total value of the outstanding Fees for payment by the Client for recovery of the outstanding Fees.

8.2 The Supplier warrants that:

(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;

(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Client’s use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;

(c) it will comply with all Applicable Laws in performing its obligations under this Agreement; and

(d) the Client’s use of any Supplier materials shall not cause the Client to infringe the rights, including any Intellectual Property Rights, of any third party.

9.8 The Client hereby provides its prior, general authorisation for the Supplier to:(a) appoint processors to process the Client Personal Data, provided that the Supplier:

(a) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this Clause 9;

(b) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and

(c) shall inform the Client of any intended changes concerning the addition or replacement of the processors, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to the Supplier’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Client shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection;

(b) only transfer Client Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Client shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK data protection legislation applies to the transfer).

9.9 The Supplier’s total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract insofar as it relates to the obligations set out in this Clause 9, or Applicable Data Protection Laws shall be limited to the amount set out in Clause 12.4.

10.2 The Client acknowledges and agrees that unless otherwise expressly set out in an Order Form, the Supplier and/or its licensors own all Intellectual Property Rights in its (i) Background Materials; (ii) the Services and Deliverables; and (iii) ideas, concepts, techniques and know-how discovered, created or developed by the Supplier during the performance of the Services that are of general application and that are not based on or derived from the Client’s business or Confidential Information (together the “Supplier Intellectual Property”). Except as expressly stated herein, this Agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Supplier Intellectual Property or any related documentation. The Supplier grants to the Client a non-exclusive, irrevocable, worldwide royalty free and non-transferable licence to use the Supplier Intellectual Property insofar as is necessary for the provision of the Services.

16.2 During the term of this Agreement and for a period of twelve (12) months following its expiry or termination, neither Party shall directly or indirectly solicit, engage, or employ any personnel or contractor of the other Party who has been employed or engaged in the Services or the performance of this Agreement.

16.3 In the event that the Client breaches Clause [16.2] above, the Client agrees to pay to the Supplier by way of liquidated damages: (i) an amount equal to fifty percent (50%) of the gross annual salary or budgeted fee as at the time of the breach or when such person was last in the service of the Supplier of the person so employed or engaged, (ii) the reasonable recruitment charges incurred by the Supplier to replace the personnel or contractor employed or engaged, and (iii) an amount equal to the estimated loss of revenue suffered by the Supplier as a direct result of the employment or engagement of the personnel or contractor, calculated as the revenue the Supplier would have reasonably expected to receive from the Client in the ordinary course of business for the six (6) months following the breach. This provision shall be without prejudice to the Supplier’s ability to seek injunctive relief.

16.4 The Parties acknowledge that this provision represents a genuine pre-estimate of loss rather than a penalty and is intended to put the Supplier in the position it would have been, had the breach and disruption to the Supplier’s business not occurred.

19.1 The Supplier shall:

(a) comply with all applicable laws, regulations and sanctions relating to antibribery and anti-corruption, including the Bribery Act 2010 (“Relevant Requirements”);

(b) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Agreement

19.2 The Supplier shall procure that any person associated with the Supplier, who is performing services in connection with this Agreement, adheres to terms equivalent to those imposed on the Supplier in this Clause 19 (“Relevant Terms”). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Client for any breach by such persons of any of the Relevant Terms

19.3 For the purpose of this Clause 19, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and (6) of that Act and section 8 of that Act respectively. For the purposes of this Clause 19 a person associated with the Supplier includes any subcontractor of the Supplier

19.4 In performing its obligations under this Agreement, the Supplier shall:

(a) comply with all applicable anti-slavery and human trafficking laws, statutes, regulations from time to time in force the Modern Slavery Act 2015; and

(b) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK.