General Terms & Conditions
1. Introduction
1.1. This document forms part of the legal relationship between Lemma Data you and we encourage you to read it carefully. When writing it, we sought to:
1.1.1. improve clarity – by using plain English principles;
1.1.2. respond to client feedback – by having this one set of global terms, not several local sets; and
1.1.3. ensure compliance – by making updates to reflect applicable laws and rules.
1.2. Please do let us know if you do not understand any part of this Every part has a purpose. It is important to us that you understand the terms of this document.
2. Definitions
Some words have a particular meaning in this document:
Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for business in the jurisdiction of the Governing Law.
Computer System means any computer, hardware, software, communications system, electronic device (including smart phone, laptop, tablet or wearable device), server, cloud or microcontroller including any similar system or any configuration of those devices and including any associated input, output, data storage device, networking equipment or back up facility, in each case which is owned or controlled by the Lemma Group or any agent of the Lemma Group.
Confidential Information has the meaning given to it in Clause 18.1.
Connected Person means any subsidiary, affiliate, beneficial owner or controller.
Data Processing Terms means our data processing terms available at www.lemma.solutions which we may update from time to time.
Engagement Terms means these General Terms, any relevant document referred to in it and any applicable engagement letter, administration agreement, services agreement, incorporation questionnaire, product terms, jurisdiction terms contained in the Schedule to this document or other terms agreed between you and us under which we are appointed to provide any Service.
Governing Law means the Cayman Islands.
Lemma Group means Lemma Ltd and all its subsidiaries.
Lemma Group Privacy Notice means the privacy notice available at www.lemma.solutions which we may update from time to time.
Lemma Person means each member of the Lemma Group, any Representative of the Lemma Group and, in each case, includes any successor or assign.
Proper Instruction has the meaning given to it in Clause 8.1.
Representative means any partner, director, officer, consultant or employee.
Service means any service which we have agreed in writing to provide to you.
Unexpected Event has the meaning given to it in Clause 28.1.
3. Interpretation
In these General Terms:
3.1. words in the singular include the plural and vice versa;
3.2. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
3.3. headings are used for convenience only and do not affect the interpretation of these General Terms;
3.4. any words used after the terms include, including, in particular, for example or any similar term are illustrative. Those terms do not have a restrictive meaning;
3.5. if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
3.6. any reference to an agreement or document includes any amendment, supplement or replacement of it;
3.7. any reference to a statute or statutory provision will be construed as a reference to it as it may from time to time be amended, modified or re-enacted;
3.8. any obligation not to do something includes an obligation not to allow that thing to be done;
3.9. any reference to applicable laws and rules includes any law, order, regulation or other rule, sanction, standard or code of practice or other best practice requirement or guidance applicable in any relevant jurisdiction;
3.10. any reference to a competent authority includes a court of competent jurisdiction or any (or any quasi) governmental, law enforcement, taxation, regulatory, supervisory, administrative or judicial authority;
3.11. any reference to party means a party to the Engagement Terms and includes any successor or permitted transferee or assignee;
3.12. any reference to sanctions includes any trade sanction, economic sanction, financial sanction, embargo or restrictive measure; and
3.13. any reference to writing or written includes by
4. Application of these general terms
4.1. These General Terms apply to everything we do for you whether or not any part of the Engagement Terms refers to these General The only exceptions to this general rule are set out in Clause 4.3.
4.2. Any applicable product terms available at www.lemma.solutions and jurisdiction terms contained in the Schedule to this document form an integral part of the Engagement Terms and should be read alongside these General Terms.
4.3. If there is any inconsistency between these General Terms and any other part of the Engagement Terms, that other part of the Engagement Terms
5. The services
5.1. We offer a wide range of services. Details of the Services will be set out in other parts of the Engagement Terms. We do not and will not provide you with any Service that is not expressly set out in the Engagement Terms.
5.2. We will decide which entity within the Lemma Group will provide the Services. We may sub-contract any part of a Service in this way so long as we act in line with applicable laws and
5.3. If we arrange for any part of a Service to be provided by a subsidiary of ours, we contract with you on our own behalf and as agent for that
5.4. In performing the Services, we will act in line with:
5.4.1. the Engagement Terms including any Proper Instruction;
5.4.2. (where relevant) your constitutional documents; and
5.4.3. applicable laws and
5.5. We are committed to guarding against criminal activity in all You will act with transparency and integrity in all of your business dealings with us.
6. Evidence of your acceptance
6.1. Your acceptance of the Engagement Terms and any changes to it may be evidenced by your:
6.1.1. express acceptance in This includes by a signature on any part of the Engagement Terms by you or someone acting on your behalf; or
6.1.2. conduct which shows deemed acceptance. This includes by your conduct in continuing to instruct us or pay us or use our
7. Our authority to take steps and seek advice
7.1. You authorise us to take any step that we decide is necessary or appropriate for you to provide the Services and meet the requirements of applicable laws and rules when we perform the This general authority extends to actions that help to keep you in good standing.
7.2. We may instruct or appoint a third party including another Lemma Person to provide professional or other advice if we decide this is necessary or appropriate for us to continue to perform the You must pay the costs of that third party, subject to clause 7.3. below.
7.3. Our ability to take steps and seek advice is a general authority given by you and Lemma may exercise that authority in our discretion. This may include consulting with you where we consider that appropriate and obtaining consent for such additional costs where necessary. Unless applicable laws and rules require otherwise, we are not under any duty to take any step or to seek advice.
8. Your instructions
8.1. We may rely and act on information or any request, communication or instruction (whether written or not) given or purportedly given by:
8.1.1. you, if you are an individual;
8.1.2. any of your:
8.1.2.1. directors (including alternate directors), if you are a company;
8.1.2.2. general partners, if you are a limited partnership;
8.1.2.3. council members, if you are a foundation; or
8.1.2.4. equivalent officers;
8.1.3. any person you have authorised in writing to act on your behalf; and
8.1.4. any other person we believe (acting reasonably) is acting on your behalf, (each a Proper Instruction).
8.2. We will use reasonable endeavours to act on a Proper Instruction in a timely Unless otherwise agreed, however, we cannot guarantee that we will act on a Proper Instruction immediately or on the same or next Business Day.
8.3. We may communicate with you in writing and by phone, publication on our website, web-based software or online It is likely many of our communications will be by email. You acknowledge that the use of email carries risks including payment fraud and cyber security risks. Confidentiality may be lost as a result.
8.4. We are not liable for any liability, loss, cost or expense incurred by you or any other person as a result of:
8.4.1. any failure by us to meet the requirements of a Proper Instruction which is:
8.4.1.1. not given to us in writing; or
8.4.1.2. incomplete, ambiguous or contained errors;
8.4.2. the time taken by us to act on a Proper Instruction, unless the delay is caused by our negligence;
8.4.2.1. any action reasonably taken or not taken by us or any Lemma Person in good faith over any Proper Instruction;
8.4.2.2. our non-receipt or delayed receipt of a Proper Instruction;
8.4.2.3. any lack of authority of any person we believed was acting on your behalf in giving a Proper Instruction, so long as we acted reasonably in deciding if we could accept that Proper Instruction;
8.4.2.4. any person giving us a Proper Instruction or otherwise communicating with us in a language other than English; or
8.2.4.5. us acting in line with any Proper Instruction given to us by email in circumstances where the email account of the sender was accessed by a third party, “hacked”, forged, copied or cloned so that the Proper Instruction is given by a person acting fraudulently who reasonably appeared to us to be you or a person authorised by you to communicate with us or your supplier.
8.5. You may send us a Proper Instruction or other document that is signed We will assume that your use of an electronic signature:
8.5.1. meets the requirements of any applicable laws and rules; and
8.5.2. does not impact the validity or enforceability of the underlying
9. Specific Authority
9.1. If:
9.1.1. you receive a demand to pay any sum including any tax, duty, fee or other imposition and payment has not yet been made;
9.1.2. we refuse, suspend, delay or defer the provision of any Service or the acceptance or implementation of any Proper Instruction; or
9.1.3. we receive a Proper Instruction which in our reasonable opinion:
9.1.3.1. is not sufficiently clear or precise;
9.1.3.2. may be against applicable laws or rules; or
9.1.3.3. may be inconsistent with any fiduciary or other duty owed by us or any other Lemma Person to you, then we may take any action on your behalf as we decide (acting reasonably). That includes proceeding in one or more of the ways described in Clause 9.2.
9.2. In the events described above, we (acting reasonably) may:
9.2.1. take no further action; and/or
9.2.2. arrange for your dissolution, liquidation, winding up or striking off.
10. Our fees
10.1. We have the right to charge you:
10.1.1. our fees for providing the Services. These fees will be charged as set out in the Engagement Terms or as otherwise agreed with you; and
10.1.2. any liabilities, losses, costs or expenses reasonably incurred by us in providing the Services including any applicable third party costs.
10.2. Tax may be applied on our fees and any liabilities, losses, costs or expenses incurred by us in providing the You must make all payments due to us after presentation of our invoice in the currency specified and without delay or the deduction of tax.
10.3. We may issue invoices as and when we decide it is appropriate to do so. Unless otherwise agreed with you, we will generally issue our invoices:
10.3.1. annually in advance; and
10.3.2. after incurring any additional fees or liabilities, losses, costs or expenses (if applicable).
10.4. We may be requested or required to do urgent work for you due to a change in applicable laws and rules and will advise you in advance of such work. You authorise us in advance to charge the standard fee or hourly rate of the Lemma Person(s) doing that work.
10.5. We will not refund any of our fees or liabilities, losses, costs or expenses paid to us in
10.6. If you fail to pay any sum due to us within 30 days of the invoice date, we may:
10.6.1. charge you interest on the outstanding sum at a rate of 1% per month (not compounded); and/or
10.6.3. refuse, suspend, defer or delay the provision of any
10.7. If you fail to pay any sum due to us within 90 days of the invoice date, we also reserve the right to instruct a debt collection business to seek recovery of the outstanding amount. There may be an additional liability, loss, cost or expense associated with that recovery which will be payable by
11. Changes to our fees
11.1. We have the right to increase our fees annually to reflect:
11.1.1. Any increase will be calculated in line with the most commonly used inflation index in our jurisdiction;
11.1.2. changes in applicable laws and rules that lead to material additional costs in providing the Services; and
11.1.3. any other factor we consider to be fair and
11.1.2. We will give you notice of any annual change to our fees except that we may increase our fees annually to reflect inflation without notifying you in
11.1.3. Our fees may be calculated in part based on a:
11.1.3.1. standard scale of fees which lists standard fees for certain Services and other administrative tasks in some of our jurisdictions (a Fee Schedule included in Engagement Terms). We may change any Fee Schedule from time to time; and/or
11.1.3.2.time spent basis. This means that the fee is calculated using the hourly rates of the Representative Our hourly rates:
11.1.3.2.1. vary depending on the experience and seniority of our personnel;
11.1.3.2.2. are reviewed at least annually; and
11.1.3.2.3. may change from time to time.
11.4. We reserve the right to increase our standard hourly rates or make an additional charge on any matter where we are asked or required to do work which:
11.4.1. has unusual complexity, urgency, value or importance;
11.4.2. involves exceptional time spent, attendance or responsibility;
11.4.3. is required due to your inaction or failure to act promptly;
11.4.5. is outside the scope of the Engagement Terms; and/or
11.4.6. conflicts with an assumption made by us in the Engagement Terms or in any fee proposal issued in relation to the
11.5. Details of our current Fee Schedule (if any) and hourly rates are available on request.
12. Money you pay to us
12.1. We have the right to request advance payment of our fees and any liabilities, losses, costs or expenses to be incurred in providing any Service before we perform or continue to perform that Service.
12.2. We may set off or deduct any undisputed outstanding amount due from you to us:
12.2.1. from any of your funds or assets under our control without your prior approval; and
12.2.2. against any undisputed outstanding amount due from us to
12.3. If we suspect money received from you or on your behalf is derived from or connected with any illegal activity, we may be required by applicable laws and rules to:
12.3.1. report our suspicions to our money laundering reporting officer (who may in turn need to make a report to a competent authority);
12.3.2. refuse to act on any Proper Instruction;
12.3.3. suspend the Services; and/or
12.3.4. end the Engagement Terms,
and in each case we will not be allowed under applicable laws and rules to notify you that we have done so or to give you our reasons for having done so (as applicable).
13. Your representations and warranties
13.1. Clause 13.2 below contains confirmations from you to us. These confirmations are known in law as representations and warranties. We are entitled to rely on them without needing to check if they are correct. If any confirmation is not correct, we will have legal rights against you including the right to:
13.1.1. suspend the Services;
13.1.2. end the Engagement Terms; and/or
13.1.3. rely on any other applicable parts of these General Terms including Clause 15 (Indemnity) and Clause 16 (Our liability).
13.2. You represent and warrant that the following confirmations are true and correct as at the date of your acceptance of the Engagement Terms:
13.2.1. all assets and funds contributed by or to you were lawfully contributed and were not derived from or otherwise connected with any illegal activity in any jurisdiction;
13.2.2. you have never been engaged or involved directly or indirectly in any unlawful activity or had an unlawful purpose;
13.2.3. neither you nor (to the best of your knowledge) any of your Connected Persons or Representatives have engaged in, directly or indirectly, any activity, business or transaction which has infringed or attempted to evade or avoid (or had the purpose of evading or avoiding) any national or international sanctions;
13.2.4. all information you have given us is correct, complete and not misleading;
13.2.5. appropriate tax and other professional advice has been taken about your establishment, conduct and operations;
13.2.6. neither you nor (to the best of your knowledge) any of your Connected Persons, employees, agents or service providers have broken any national or international corruption, anti-bribery or tax evasion laws; and
13.2.7. you are solvent and able to pay your debts as they fall
13.3. You warrant that you have undertaken, complied and will continue to comply with the Anti-Corruption Laws in relation to this Agreement.
13.3.1. Save to the extent that applicable law requires otherwise, you must promptly notify us if you become aware of any events or circumstances relating to this Agreement that will or may constitute a breach of the Anti-Corruption Laws (irrespective of the identity of the person in breach).
13.3.2. You shall create and maintain proper books and records of all payments and other material benefits given by one party to the other, and each party shall promptly follow receipt of a written request from the other party supply copies of the relevant parts of those books and records to the other party.
13.3.3. You shall provide reasonable co-operation to the other party, at its own expense, in relation to any due diligence exercises, risk assessments, monitoring programmes and reviews conducted by the other party for the purpose of ensuring or promoting compliance with the Anti-Corruption Laws.
13.3.4. Nothing in this Agreement shall prevent you from reporting a breach of the Anti-Corruption Laws to the relevant governmental authorities.
13.3.5. Any breach of this schedule shall be deemed to constitute a material breach of this Agreement.
14. Your undertakings
14.1. Clause 14.2 below contains promises from you to us. These promises are known in law as undertakings. This means that the promises are intended to be legally binding. If you break any of them, we will have legal rights against you including the right to:
14.1.1. suspend the Services;
14.1.2. end the Engagement Terms; and/or
14.1.3. rely on any other applicable parts of these General Terms including Clause 15 (Indemnity) and Clause 16 (Our liability).
14.2. You undertake for the duration of the Engagement Terms that:
14.2.1. all assets and funds which will be contributed by or to you will be lawfully contributed and will not be derived from or connected with any illegal activity;
14.2.2. you will not be engaged or involved directly or indirectly in any unlawful activity or have an unlawful purpose. This includes your business being conducted in a way which is against any applicable code of dealing in securities;
14.2.3. neither you nor (to the best of your knowledge) any of your Connected Persons or Representatives will engage in, directly or indirectly, any activity, business or transaction which infringes or attempts to evade or avoid (or has the purpose of evading or avoiding) any national or international sanctions;
14.2.4. you will promptly give us any information we reasonably request so we can continue to provide the This includes information about you, your business and any of your Connected Persons. All information you give us will be correct, complete and not misleading. You will notify us promptly of any changes or additions to that information;
14.2.5. you will use your best endeavours to ensure that you:
14.2.5.1. are run in a proper and business-like way; and
14.2.5.2. comply with applicable laws and rules and filing requirements in any applicable jurisdiction;
14.2.6. you will promptly pay our fees and any taxes and duties owed by you;
14.2.7. neither you nor (to the best of your knowledge) any of your Connected Persons will engage in any activity, practice or conduct which could facilitate tax evasion, create any improper business advantage or give the appearance of questionable business conduct;
14.2.8. if you are a body corporate with any directors that are not provided to you by us, you and (to the best of your knowledge) your Connected Persons will keep and maintain appropriate policies and procedures. This includes adequate procedures to prevent corruption, bribery and tax evasion;
14.2.9. you will notify us promptly if you or (to the best of your knowledge) any of your Connected Persons, employees, agents or service providers are investigated, prosecuted, charged or convicted of any offence under national or international corruption, anti-bribery or tax evasion laws;
14.2.10. you will not give a Proper Instruction requiring or involving any unlawful act;
14.2.11. if you notify us that you or your professional advisers have made a report of a structure or arrangement involving you to tax authorities under applicable laws and rules on mandatory disclosure, you will give us evidence that a report was made;
14.2.12. you will give us five Business Days’ notice of any proposed change in your intended activities or corporate purpose as notified to us before our Services commenced;
14.2.13. you will give us prior notice of any proposed change in your beneficial owners or controllers;
14.2.14. if the Services include us acting as a director or officer, you will not take any corporate action without the consent of that director or officer; and
14.2.15. if you are a newly formed company and the Services include corporate administration but do not include us providing a majority of directors, you will use your best endeavours to ensure the inaugural board meeting is held promptly after
15. Indemnity
15.1. The indemnity (protection) in Clause 15.2 does not apply if a claim under it:
15.1.1. results from our fraud, negligence or wilful misconduct; or
15.1.2. is not allowed under applicable laws and rules.
15.2. To the fullest extent allowed by applicable laws and rules, you will, immediately on demand, indemnify on a full indemnity basis and hold harmless each Lemma Person against any liability, loss, cost or expense (including legal fees) any Lemma Person may reasonably incur or become subject to in connection with:
15.2.1. entering into, performing, suspending or ending any Service;
15.2.2. you failing to keep to any part of the Engagement Terms;
15.2.3. your unlawful disclosure of personal data to us;
15.2.4. any action taken or not taken by us in reliance on advice from any of your professional advisers; or
15.2.5. any action taken or not taken over a Proper Instruction or any claim that:
15.2.5.1. a person was not allowed to give us a Proper Instruction; or
15.2.5.2. we were not allowed to act on that Proper
16. Our liability
16.1. The Engagement Terms do not limit or exclude the liability of any person where that liability cannot be limited or excluded under applicable laws and rules.
16.2. Our obligations under the Engagement Terms are our corporate obligations Unless allowed by applicable laws and rules, you have no claim against any other Lemma Person arising from the provision of the Services.
16.3. No Lemma Person is liable to you for any liability, loss, cost or expense, whether in contract, tort, breach of fiduciary duty or otherwise, that you may incur arising out of our provision of the Services unless it is caused by that Lemma Person’s fraud, negligence or wilful misconduct.
16.4. We are not liable for any:
16.4.1. indirect or consequential loss, damage, cost or expense;
16.4.2. loss of actual or anticipated profits;
16.4.3. loss of contracts;
16.4.4. loss of use of money;
16.4.5. loss of anticipated savings;
16.4.6. loss of revenue;
16.4.7. loss of goodwill;
16.4.8. loss of reputation;
16.4.9. loss of business;
16.4.10. loss of opportunity;
16.4.11. unauthorised, malicious or criminal act or series of related acts, regardless of time and place, or the threat of hoax of the same, involving access to, processing of, use of or operation of a Computer System;
16.4.12. any partial or total unavailability or failure of a Computer System;
16.4.13. the receipt or transmission of malware, malicious code or similar by us or any of our agents;
16.4.14. any failure or interruption of any service provided to us or any of our agents by an internet service provider, telecommunications provider or cloud provider; or
16.4.15. any failure or interruption of any service provided to us or any of our agents by any utility provider where such failure or interruption impacts a Computer System, arising out of our provision of the Services, whether or not those losses were reasonably foreseeable or if we had been advised of the possibility of you incurring them. For the avoidance of doubt, sub-paragraphs 4.2 to 17. apply whether those losses are direct, indirect, consequential or otherwise.
16.5. In accordance with usual practice, we must notify our insurer at least annually about any potential claims against To allow us to do this, you must, to the extent reasonable and practicable in the circumstances, notify us of any claim you think you have against us under the Engagement Terms within 12 months of the date on which the circumstances giving rise to the purported claim occurred.
16.6. You must bring any claim against us within 3 years of the date when you were aware or could reasonably have been aware of the existence of that claim. You agree as a matter of contract that this is a reasonable restriction.
16.7. If both us and a third party become responsible for the same liability, loss, cost or expense incurred by you, our liability is limited to a fair and reasonable proportion of that liability, loss, cost or expense based on the extent of our responsibility.
16.8. Our maximum liability, whether in contract, tort (including negligence), breach of fiduciary duty or otherwise, arising out of our provision of the Services is limited in total to the amount of fees actually paid to us by you or on your behalf during the 12 month period before the event giving rise to any claim. This liability cap does not apply if a claim under it is due to our fraud or wilful misconduct.
16.9. Unless Clause 22.1 applies, we are not liable for any liability, loss, cost or expense that you or any other person may incur due to the act or omission of a third party. This includes:
16.10. any third party or delegate instructed or appointed by us under Clauses 7.2 or 23.1, so long as we made such appointment and/or permitted its continuation in good faith and without neglect;
16.11. where any document sent by or to us is delivered late or not at all due to the act or omission of courier providers, national postal services or other delivery or telecommunications providers;
16.12. any act or omission of a bank or due to the insolvency of a bank or the failure of a payment system;
16.13. any payment fraud perpetrated against you by a third party, so long as we acted in line with Clause 8 (Your Instructions) in making any payment;
16.14. any act or omission of a director not provided to you by us; and
16.15. any reliance placed by a third party upon our provision of any Service or by any aspect of the work done by us being made available to that third party.
16.16. We are not liable for any liability, loss, cost or expense that you or any other person may incur because of us deciding (in our discretion, acting reasonably) that any structure or arrangement that includes or involves you is reportable to a competent authority under applicable laws and rules.
17. Conflicts of interest
17.1. We maintain policies and procedures to identify and manage conflicts of interest. We also train our Representatives on the importance of this. The actions we take to manage a conflict of interest depend on the particular circumstances but may include:
17.1.1. notifying you about the conflict of interest where after you may terminate this engagement if you deem the conflict to be substantial in nature;
17.1.2. applying internal procedures to maintain confidentiality and independence of advice and meet the requirements of applicable laws and rules; and/or
17.1.3. taking any other action that we decide is appropriate or that we agree with This may include ending any part of the Engagement Terms if we do not believe the conflict of interest can be appropriately managed.
17.2. You acknowledge and agree that:
17.2.1. our services are not exclusive to you. We may provide similar services to other persons on any matter without your prior approval;
17.2.2. we may provide services to a person whose interests may conflict with You waive any right to request us or any other Lemma Person not to act (or to cease acting) in those circumstances. We are not liable to account to you for any profits made or derived from acting for other persons;
17.2.3. no Lemma Person is under a duty to notify you of any information:
17.2.3.1. acquired by the provision of services by any Lemma Group member to another person;
17.2.3.2. the disclosure of which would be against applicable laws and rules;
17.2.3.3. which comes to the attention of any Lemma Person but which does not come to the actual attention of any of our Representatives who deal with or for you; or
17.2.3.4. which has been shared with us in good faith for the purposes of ascertaining whether or not we have a conflict of interest;
17.2.4. we may need to obtain legal advice or other services from other Lemma Group members if a conflict of interest arises or If so, we will make reasonable arrangements to protect confidential information; and
17.2.5. the partners of the Lemma Group are the ultimate beneficial owners of the Lemma Group. Those partners have a financial interest in fees received by us for providing the Services. You waive any right or claim against any Lemma Person arising directly or indirectly from that disclosed
18. Confidentiality
18.1. We may receive information (however recorded or preserved) from or about you or your Connected Persons or Representatives which is identified as, or by its nature would reasonably be regarded as, confidential, non-public or proprietary as a result of us performing the Services (the Confidential Information).
18.2. Unless Clauses 18.3 to 18.6 apply and subject always to Clause 19 (Data protection), we are committed to maintaining the confidentiality of your Confidential Information.
18.3. We may disclose your Confidential Information to our Representatives that reasonably need to know that Confidential Information for us to perform the Services, so long as we put them under appropriate confidentiality
18.4. Clause 18.2 does not apply to any Confidential Information that:
18.4.1. is or becomes generally available to the public (unless due to an act or omission by us or our Representatives);
18.4.2. was already known by us or our Representatives before your disclosure to This must be evidenced by written records;
18.4.3. is lawfully acquired by us or our Representatives on a non- confidential basis from a third party so long as we did not know, after making due enquiry, that the third party was under a confidentiality obligation; or
18.4.4. you agree in writing is not confidential or may be
18.5. We may disclose your Confidential Information to third parties without letting you know that we have done so if we are:
18.5.1. allowed to do so under the Engagement This includes disclosure to:
18.5.1.1. your or our professional advisers or any other person that we reasonably believe is authorised or engaged by you, unless you request us in writing not to do so;
18.5.1.2. other Lemma Persons;
18.5.1.3. any third party that you ask us to arrange to provide you with a service that we do not perform directly, in line with Clause 18.6;
18.5.1.4. our insurer or insurance broker; and
18.5.1.5. any other third party recipient listed in the Lemma Group Privacy Notice including any potential assignee or transferor under Clause 32.2, so long as we use reasonable endeavours to put them under appropriate confidentiality obligations;
18.5.2. required to do so (or we decide it is appropriate and/or legitimate to do so):
18.5.2.1. under applicable laws and rules; or
18.5.2.2. by (or to) any competent
18.6. You may ask us to arrange for a third party to provide you with a service that we do not perform directly. If you ask us to do this, you agree that:
18.6.1. we may provide your Confidential Information to that third party to:
18.6.1.1. assist that third party to meet their client due diligence obligations in line with applicable laws and rules; and
18.6.1.2. meet the terms of any agreement we may have entered into with that third party;
18.6.2. any Confidential Information passed to that third party will be processed under their own terms of business and/or privacy policy; and
18.6.3. (where relevant) you will inform that third party (or instruct us to do so) of any material change in your This includes any change to your ultimate beneficial owners and controllers.
18.7. We are often required to give third parties details about our relevant experience. Unless you ask us in writing not to do so, we will proceed on the basis that you consent to us mentioning in our publications, pitches or other marketing material:
18.7.1. that you are a client of ours; and
18.7.2. matters where we provided Services, if the details we mention are in the public domain or do not amount to Confidential
18.8. We may have entered into a confidentiality or non-disclosure agreement with you or any of your Connected Persons before the start of the Services. You acknowledge (on your own behalf and as agent for any of your Connected Persons) that with effect from the start of the Services:
18.8.1. any earlier agreement of that nature is treated as having ended; and
18.8.2. the provisions of this Clause 18 (Confidentiality) apply.
18.9 We will not make any use of your name, trademarks or logo or any variations thereof, alone or with any other word or words, without the prior written consent, which consent will not be unreasonably withheld. Despite this, you agree the we may include your name and logo in customer lists or related marketing and promotional material for the purpose of identifying users of our Services.
19. Data protection
19.1. We follow global Lemma Group policies and procedures on data This applies a consistent standard across all Lemma offices that is based on the requirements of the EU General Data Protection Regulation.
19.2. Depending on the applicable laws and rules on data protection and the nature of the Services, we may act as a data controller or data processor or This will usually be set out in the terms of the Engagement Terms. Unless we notify you differently or agree otherwise with you, we act as a data controller.
19.3. If we act as data controller for any Service, we will process personal data in line with the Lemma Group Privacy Policy.This details the rights of individuals over their personal It also sets out the circumstances when personal data may be transferred within the L Group as well as externally to third parties.
19.4. If we act as a data processor for any Service, we will process personal data in line with the Data Processing
19.5. You are satisfied that there is a lawful basis under applicable laws and rules on data protection for your disclosure of any personal data to us. You will use reasonable endeavours to draw the Lemma Group’s Privacy Policy to the attention of those persons whose personal data you disclose to us.
19.6. We will only transfer personal data in line with applicable data protection laws.
20. Data retention
We may:
20.1. retain and take copies of data in our possession as a result of performing any We may do this even if the Services have ended and we may retain that data until the date falling 10 years after the end of the Engagement Terms; and
20.2. destroy any data held by us under the Engagement Terms from the date falling 10 years after the end of the Engagement
21. Safe custody
21.1. We will keep and maintain (unless Clause 10.6.2 applies) your statutory books and records in line with applicable laws and rules if we agreed to do so in the Engagement Terms. However, we do not generally provide safe custody services for any document or other item that we do not need to hold to perform the Services.
21.2. We will not arrange for any physical document or other item to be held in a safe or in a waterproof or fireproof location. Any physical document or other item held by us on your behalf is held at your risk. We accept no liability arising from their loss, damage or destruction unless that liability is due to our
22. Outsourcing
22.1. We may outsource the provision of any Service and you consent to us doing so. If we outsource the provision of any Service:
22.1.1. we will only do so in line with applicable laws and rules;
22.1.2. this will not in any way reduce our responsibility or liability to you to ensure that Service is provided in line with the Engagement Terms; and
22.1.3. any rights you have, whether in contract, tort (including negligence), breach of fiduciary duty or otherwise, arising out of the provision of any Service are against us only and not our outsourced sub-contractor.
22.2. We may appoint an outsourced sub-contractor on terms that allow further outsourcing. We will use reasonable endeavours to ensure any outsourced sub-contractor is bound by confidentiality and data protection obligations that we decide (acting reasonably) are appropriate.
23. Delegation
23.1. We will only delegate (pass on) our responsibility to provide any Service if you have given your prior written consent to our appointment of the proposed We expect that delegation will only be relevant in very rare circumstances.
23.2. If we appoint a delegate, we may do so on terms that allow further We will use reasonable endeavours to ensure any delegate is bound by confidentiality and data protection obligations that we decide (acting reasonably) are appropriate.
24. Complaints
24.1. If you have any concern or complaint about the Services, you should raise this in writing with the director responsible for providing the Services. We will:
24.1.1. investigate your complaint;
24.1.2. keep you informed about its progress; and
24.1.3. notify you of any actions being taken to resolve it, except where to do so conflicts with or is prevented by applicable laws and rules.
24.2. We will notify you when we consider your complaint to be If we reject your complaint, we will clearly state the reasons why.
25. Our intellectual property and your use of our name
25.1. We retain all copyright and other intellectual property rights in everything developed, designed or created by us before or during our performance of the Services. This includes:
25.1.1. systems, methodologies and software;
25.1.2. know-how, working papers and reports; and
25.1.3. any other materials provided by
25.2. All files and records and all information and data held by us on any computer system are our property (except your statutory corporate records) for our use only. Subject always to any rights under applicable laws and rules, you have no right of access or control over those files, records, information or
25.3. You must obtain our prior written consent for any proposed use of our name or logo on any materials including any registration statement, prospectus, offering document, information circular, advertisement or After the end of the Engagement Terms, you must not use our name in a way that indicates Services are still being performed.
26. Recording phone calls
26.1. We may record a phone call and keep a sound recording of it. If we do this, we will act in line with applicable laws and rules on data
26.2. You acknowledge and agree that we may use a recording as evidence of a phone call. Unless there is an obvious mistake, our recording is conclusive proof of the
26.3. If we make any recording, that recording is our We may deliver a copy or transcript of any recording to any person including to any competent authority.
27. Changes to these general terms
27.1. We may change these General Terms at any
27.2. We will notify you of changes to these General Terms in line with Clause 33 (Notices). Unless you notify us that you object to the changes within one month of their effective date as stated in our notice, you are deemed to have accepted the changed General Terms with effect from that date in line with Clause 6.2.
28. Events beyond our control
28. 1. We have a robust business continuity programme. It is designed to ensure we can continue to deliver the Services after a disruptive However, we accept no liability for any failure or delay in performing any Service or our related obligations or for any loss of any kind wherever occurring which you may incur due to any event, circumstance or cause beyond our reasonable control including:
28.1.1. natural disaster, flood, drought, fire, storm, earthquake, hurricane, typhoon or explosion;
28.1.2. war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest or the imposition of sanctions;
28.1.3. any order, law or other action taken by any governmental authority;
28.1.4. national or regional emergency. This includes any epidemic or pandemic or nuclear, chemical or biological contamination or other public health emergency;
28.1.5. failure or malfunction of a Computer System. This includes any cyber attack;
28.1.6. any act of a criminal third party against you or us or any of your suppliers, sub-contractors or advisers; and
28.1.7. any act or omission of your suppliers, sub-contractors or advisers, each an Unexpected Event.
28.2. We must notify you as soon as reasonably practicable after the start of an Unexpected Event of the reason for a failure or delay in performing any Service or our related We will:
28.2.1. give you our reasonable estimate of the length of the failure or delay; and
28.2.2. take reasonable steps to mitigate the effects of the failure or
28.3. If we send you a notice under Clause 28.2, our obligation to provide any Service is suspended while the Unexpected Event continues. We will have an extension of time equal to the length of that suspension to allow us to perform our obligations.
28.4 If the unexpected event continues for more than 90 consecutive days, either party may end the engagement terms with immediate effect by notifying the other in neither party is liable to the other if the engagement terms ends in this way.
29. Suspending the services
29.1. We may at any time refuse, suspend, defer or delay the provision of any Service or the acceptance or implementation of any Proper Instruction if we:
29.1.1. must do so in order to meet applicable laws and rules or any order, demand or request of any competent authority;
29.1.2. decide that not doing so could cause any Lemma Person to:
29.1.2.1. break applicable laws and rules; or
29.1.2.2. be exposed to a risk of action, prosecution or civil or criminal liability or sanctions in any jurisdiction;
29.1.3. have issued an invoice which stays unpaid for more than 30 days after the invoice date;
29.1.4. have issued a request for advance payment of our fees and any liabilities, losses, costs or expenses which stays unpaid for more than seven days after the request date;
29.1.5. notify you that an Unexpected Event has occurred in line with Clause 28 (Events beyond our control); or
29.1.6. decide, in our reasonable opinion, that you have failed to meet your obligations under the Engagement
29.2. We will notify you of and (if relevant) give reasons for any action that we take under Clause 29.1 unless applicable laws and rules stop us from doing so. We accept no liability for any liability, loss, cost or expense incurred by you because of this.
30. Ending the engagement terms
30.1. You may end all or any part of the Engagement Terms:
30.1.1. by giving us 60 days’ notice (or any shorter period agreed between us and you); or
30.1.2. with immediate effect, by giving us notice, if:
30.1.2.1. we materially breach any obligation under the Engagement Terms and fail to put it right (if possible) within 21 days of our receipt of a notice from you requiring us to do so;
30.1.2.2. we are, or in your reasonable opinion are likely to become, insolvent or bankrupt or affected by a similar procedure in any jurisdiction; or
30.1.2.3. an Unexpected Event continues for more than 60 consecutive
30.2. We may end all or any part of any Engagement Terms:
30.2.1. by giving you 60 days’ notice (or any shorter period agreed between us and you); or
30.2.2. with immediate effect, by giving you notice, if:
30.2.2.1. you materially breach any obligation under the Engagement Terms and fail to put it right (if possible) within 21 days of your receipt of a notice from us requiring you to do so;
30.2.2.2. you are, or in our reasonable opinion are likely to become, insolvent or bankrupt or affected by a similar procedure in any jurisdiction;
30.2.2.3. an Unexpected Event continues for more than 60 consecutive days;
30.2.2.4. any representation given by you in the Engagement Terms is found to be untrue, inaccurate or misleading;
30.2.2.5. you breach any warranty or undertaking in the Engagement Terms;
30.2.2.6. we are not satisfied with the source of any money received from you or on your behalf;
30.2.2.7. it is necessary or appropriate for us to do so because a conflict of interest has arisen which cannot be resolved;
30.2.2.8. we suspect in our reasonable opinion that you or any of your Connected Persons or Representatives may have broken applicable laws and rules in any jurisdiction;
30.2.2.9. the continued provision of the Services might harm the reputation of any part of the Lemma Group; or
30.2.2.10. it is necessary to do so for a legal, regulatory or any other
30.3. The Engagement Terms end automatically without any need for a party to give notice to the other if any of the following events occur:
30.3.1. completion of all of the Services; or
30.3.2. you are dissolved, liquidated, wound up or struck
31. Consequences of ending the engagement terms
31.1. If you send or receive a notice to end the Engagement Terms, you will promptly provide us with the name and address of the new service provider required for you to be in good standing under applicable laws and rules. Each party will make reasonable efforts to facilitate the transition to a new service
31.2. If you do not appoint a new service provider in a timely fashion or at all, we reserve the right (so long as we act in line with applicable laws and rules) to take action that may be detrimental to This action may include:
31.2.1. arranging the resignation of a Lemma Person without appointing a successor; or
31.2.2. the action specified in Clauses 9.2.3 or 9.2.4.
31.3. After the end of all or a relevant part of the Engagement Terms, we:
31.3.1. will arrange delivery to you or your new service provider of all books, records and documents belonging to you which are in our possession or under our control (except any document we retain under Clause 20.1), so long as you have paid all fees and any liabilities, losses, costs or expenses due to us under the Engagement Terms including associated delivery costs;
31.3.2. are not under a duty to forward any mail, document or other item received on your behalf. We accept no liability for any failure or delay by us to do so; and
31.3.3. may notify any competent authority, bank or other person on your behalf that your registered office or address is no longer located at our office. You authorise us to notify those persons on your
31.4. The end of the Engagement Terms does not affect any contractual or other rights or liabilities that existed immediately before the end of the Engagement
31.5. Any part of the Engagement Terms that expressly or by implication is intended to come into or continue in force after the end of the Engagement Terms remains in full force and This expressly includes Clauses 15, 16, 20, 25, 30.3 and 31 to 41 (inclusive).
32. Assignment
32.1. You may not assign or transfer any of your claims, rights or obligations under the Engagement Terms without our prior written
32.2. We may assign or transfer our claims, rights and obligations under the Engagement Terms to any partnership, company or body corporate (whether or not a Lemma Group member) without your prior written consent so long as we act in line with applicable laws and rules.
33. Notices
33.1. Any notice given under the Engagement Terms must be:
33.1.1. in writing; and
33.1.2. in English (or accompanied by a certified English translation).
33.2. Any notice may be sent:
33.2.1. to the address or e-mail address stated in the engagement letter or other similar document between you and us;
33.2.2. for changes to these General Terms, by publication on our website at lemma.solutions by way of public notice and/or by sending you an invoice or email which refers to the fact that we may change these General Terms from time to time;
33.2.3. to any other address or e-mail address notified by you to us (or vice versa) in writing on 10 Business Days’ notice; or
33.2.4. (if you have not notified an address or e-mail address to us) to any other address or e-mail address as we consider
33.3. Any notice sent under the Engagement Terms is deemed to have been received:
33.1.1. if sent by e-mail, at the time of transmission;
33.1.2. if delivered by hand or commercial courier, at the time the notice is left at the address;
33.1.3. if published on our website, at the time of
33.4. This clause does not apply to the service of any proceedings or other documents in any legal action.
34. Joint clients
If you comprise more than one person:
34.1. your obligations under the Engagement Terms are joint and separate;
34.2. we may decide in our discretion which of you to make a claim You waive any right you may have under applicable laws and rules to require us to make:
34.2.1. a claim against the other before making a claim against you; or
34.2.2. simultaneous claims in appropriate proportions against any of you;
34.3. unless otherwise agreed, we may rely on and act upon Proper Instructions from any one of you. Despite this, if we receive instructions from one of you that conflict or appear to conflict with instructions given by the other, we may refuse to act on Proper Instructions until that conflict is resolved to our satisfaction;
34.4. the limit of our liability in Clause 16 (Our liability) will be divided among you; and
34.5. the end of our provision of Services to one of you will not automatically end our provision of Services to the
35. Exercise of our rights
35.1. If we decide not to enforce or to delay enforcing any of our rights or remedies under the Engagement Terms, this does not mean that we will not do so in the It also does not mean that the right or remedy no longer exists.
35.2. A waiver of any of our rights or remedies under the Engagement Terms or by applicable laws and rules is only effective if notified to you in writing. No election by us to affirm any part of the Engagement Terms is effective unless we notify you of
35.3. Our rights and remedies under the Engagement Terms apply in addition to any rights and remedies under applicable laws and
36. No partnership
36.1. The Engagement Terms are not intended to set up a partnership or joint venture between the parties.
37. Third party rights
37.1. Unless Clause 37.2 applies, only you and us may enforce or rely on or benefit from the Engagement Terms.
37.2. Any Lemma Person that is not party to the Engagement Terms may enforce an indemnity in their favour under the Engagement Terms directly against you at any time. Unless otherwise agreed, the Engagement Terms do not impose any obligation on that Lemma Person or create any contractual or other relationship between you and them. The consent of that Lemma Person is not required to change or end the Engagement
38. Severance
38. 1. If any part of the Engagement Terms is or becomes illegal, invalid or unenforceable, it is deemed modified to the minimum extent necessary to make it legal, valid and enforceable. If that modification is not possible, the relevant part of the Engagement Terms is deemed deleted. Any modification to or deletion of any part of the Engagement Terms will not affect or impair the legality, validity or enforceability of the rest of the Engagement Terms.
39. Entire understanding
39.1. The Engagement Terms set out the entire agreement and understanding between you and us relating to its subject matter. There is no other promise, representation, warranty, usage or course of dealing affecting the Engagement
39.2. The Engagement Terms supersede any earlier terms of business and any earlier confidentiality or non-disclosure agreement that may have been agreed between us and you or any of your Connected
40. Counterparts
40. The Engagement Terms may be composed of several counterparts which, taken together, form one single agreement.
41. Governing law
41.1. The Engagement Terms are governed by the laws of the Governing
41.2. You irrevocably submit to the exclusive jurisdiction of the courts of the Governing You waive any objection to proceedings in those courts on the basis that proceedings were brought in an inappropriate forum or otherwise.
42. Non-solicitation of personnel
42.1 The Customer must not, without the prior written consent of the Provider, either during the Term or within the period of 6 months following the end of the Term, engage, employ or solicit for engagement or employment any employee or subcontractor of the Provider who has been involved in any way in the negotiation or performance of this Agreement.
42.2. The Provider must not, without the prior written consent of the Customer, either during the Term or within the period of 6 months following the end of the Term, engage, employ or solicit for engagement or employment any employee or subcontractor of the Customer who has been involved in any way in the negotiation or performance of this Agreement.
Dated: 31 March 2023