These Terms are for the Provision of Investigative and Surveillance activities, Risk Management and Litigation Support services.

WHEREAS:

(1) These terms of business set out the basis on which Lancelot shall conduct all matters undertaken for you and shall be read in accordance with any covering communication. Any differences arising in respect of individual matters shall be notified to you in writing.

(2) Lancelot confirm Lancelot shall carry out a conflict-of-interest assessment and ensure none exist to prevent Lancelot from accepting your instructions.

1.Provision of Services

1.1 With effect from the commencement date, Lancelot shall, throughout the course of the instructions, provide the services to the Client as agreed within the Client’s original instruction.

1.2 Lancelot shall provide the services with reasonable skill and care, commensurate with prevailing standards in the risk mitigation, litigation support, and professional investigation sector in the Jurisdiction in which Lancelot registered office is based.

1.3 Lancelot shall act in accordance with all reasonable instructions given to Lancelot by the Client provided that such instructions are lawful.

1.4 Lancelot shall be responsible for ensuring that the services comply with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to their provision.

1.5 The terms on which Lancelot is acting on the Client’s matter (contained herein or otherwise) are intended to be enforceable solely by the contracting parties herein.

1.6 Lancelot reserve the right to amend or supplement any terms herein contained generally or specific to any matter by providing notice in writing.

2. Client’s Obligations Pertaining to Services

2.1 The Client shall use all reasonable endeavours to provide all pertinent information in their lawful instruction to Lancelot that are necessary for Lancelot to provide the services.

2.2 The Client may, from time to time, issue reasonable lawful instructions to Lancelot in relation to Lancelot provision of the services, only insofar as they meet the specifications of the service offered by us.

3. Fees, Payments and Records

3.1 The cost of the services shall be indicative of the type of work undertaken and it is normal procedure for Lancelot to provide an estimate or proposal in each instance. Lancelot payment terms are 28 days. If there are any changes in the Client’s instructions or in the circumstances of the matter at any time these shall be reflected in an amended proposal, which shall be provided to the Client at the earliest opportunity. In the event that Lancelot is unable to provide a proposal, Lancelot shall keep the Client informed of the work in progress on a periodic basis or upon the Client’s request.

3.2 Lancelot may ask for full/part funds on account to cover initial fees and disbursements and/or settlement of third parties’ fees. Any request for any such monies shall not be an estimate or a cap on any fee and unless payment was made for a specified purpose, may be used to meet fees when invoiced to the Client.

3.3 An invoice, or receipted invoice, will be rendered at the conclusion of a matter. Lancelot reserve the right to render interim invoices during the course of the services provided. Any particular billing requirements of the Client should be given to Lancelot prior to the services commencing.

3.4 Bills are payable in accordance with Lancelot 28-day payment terms, outlined above and Lancelot reserve the right to charge interest at 4% above the underlying base rate and other charges in relation to late payment and/or debt recovery.

4. Confidentiality

4.1 Each party undertakes that, except as provided herein or as authorised in writing by the other party, it shall, at all times during the continuance of this agreement and in perpetuity after its termination:

4.1.1 keep confidential all confidential Information;

4.1.2 not disclose any confidential Information to any other party unless agreed in advance or as required by law, or in response to an order of a court of competent jurisdiction;

4.1.3 not use any confidential Information for any purpose other than as contemplated by and subject to the terms of this agreement;

4.1.4 not make any copies of, record in any way or part with possession of any confidential Information; and

4.1.5 agents, sub-contractors or advisers does any act which, if done by that party, would be a breach of the provisions of the sub-clauses above.

4.2 The provisions of this clause shall continue in force in accordance with its terms indefinitely, notwithstanding the termination of this agreement for any reason.

4.3 Lancelot will treat as confidential all information concerning the Client’s business affairs received as a result of instructions received and not disclose the information to any third party save to those persons whom Lancelot deem necessary and solely for the purpose of carrying out the Client’s instructions unless such information (a) is or becomes generally available to the public or (b) is required to be disclosed in any jurisdiction by a law or a Competent Authority as defined under the UK GDPR.

5. Limitation of Liability

5.1 This clause sets out the entire financial liability of the parties (including that for the acts or omissions of their employees, agents or subcontractors) to each other for any breach of this agreement; any use made by the Client of services; and any representation, statement or tortious act or omission (including, but not limited to, negligence and breach of statutory duty) arising out of or in connection with this agreement.

5.2 Neither party shall be liable to the other, whether in contract, tort (including negligence), restitution, or for breach of statutory duty or misrepresentation for any loss of profit, loss of goodwill, loss of business opportunity, loss of anticipated saving, loss or corruption of any data or information, or any special, indirect or consequential damage or loss that may be suffered by the other party that arises out of or in connection with this agreement.

5.3 Without prejudice to the sub-clause, Lancelot total liability arising out of or in connection with this agreement (whether in contract, tort (including negligence), restitution, for breach of statutory duty or misrepresentation or otherwise) shall be limited to the value of the services in respect of any and all other acts or omissions.

6. Force Majeure

6.1 No party to this agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any clause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

6.2 In the event that a party to this agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 4 weeks, the other party may at its discretion terminate this agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for any and all goods delivered and/or any and all services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this agreement.

7. Term, Termination & Sub-contracting

7.1 This agreement shall remain in force from the commencement date of this agreement and shall continue to the termination of this agreement.

7.2 Lancelot reserve the right to conduct due diligence prior to the commencement of the services of the Client and their instructions. This may require proof of the Client’s identity and or compliance with the Money Laundering Regulations in the jurisdiction in which the services are to be provided.

7.3 Lancelot reserve the right to terminate the provision of Lancelot services to the Client by providing written notice delivered to the Client’s address or by email. The Client may also terminate their instructions to Lancelot on any matter at any time by providing Lancelot with written notification. Notwithstanding any termination by either party, the Client agrees to pay any outstanding fees and costs incurred up to the date of termination or the fixed fee agreed.

8. Effects of Termination

Upon the termination of this agreement for any reason:

8.1 any sum owing by either party to the other under any of the provisions of this agreement shall become immediately due and payable;

8.2 all clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this agreement shall remain in full force and effect.

8.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any party may have in respect of any breach of this agreement which existed at or before the date of termination;

8.4 subject as provided in this clause and except in respect of any accrued rights neither party shall be under any further obligation to the other; and

8.5 each party shall (except to the extent referred to in clause 7) immediately cease to use, either directly or indirectly, any confidential information, and shall immediately return to the other party any documents in its possession or control which contain or record any confidential Information upon request of the other party.

9. No Waiver

No failure or delay by either party in exercising any of its rights under this agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

10. Further Assurance

10.1 Lancelot reserve the right to act on behalf of other individuals / companies who operate in the same locality as the Client or any related subject area subject to Lancelot obligations of confidentiality and conflict of interest as contained herein.

10.2 In the execution of Lancelot instructions and investigative, risk management or surveillance activities or litigation support services Lancelot may adopt certain skilled methodology and/or utilise electronic devices, which may capture personal data. Such activities, services and use of equipment will be carried out within such Guidelines and Good Practice Policies published by The Association of British Investigators, see www.theABI.org.uk.

10.3 Lancelot is affiliated to The Association of British Investigators and the members are subject to that professional body’s Code of Ethics and Professional Standards, see www.theABI.org.uk.

10.4 In the event that the Client is not satisfied with the service provided, a written complaint should be made to Lancelot in the first instance. All complaints will be handled in an efficient manner and all attempts will be made to solve them quickly. In the event that the Client remains dissatisfied, the Client should then refer to the disciplinary procedures available against individual members through the Association of British Investigators, see www.theABI.org.uk.

11. Severance

In the event that one or more of the provisions of this agreement is found to be unlawful, invalid or otherwise unenforceable, that/those provision(s) shall be deemed severed from the remainder of this agreement. The remainder of this agreement shall be valid and enforceable.

12. Law and Jurisdiction

These terms of business are governed by and shall be construed in accordance with the laws of the jurisdiction applicable to Lancelot Registered Office and you agree to submit to the exclusive jurisdiction of the Courts therein.

13. Agreement to these Terms

The Client shall agree to be bound by these Terms, by instructing or continuing to instruct Lancelot and upon condition that Lancelot accept or indicate or imply acceptance by commencing the service.

14. Training & Continuing Professional Development

Lancelot is affiliated to The Association of British Investigators and the members are subject to that professional body’s programme of training and continuing professional development see www.theABI.org.uk.

15. Compliance

15.1 Lancelot Privacy Notice & Record of Processing Activities can be downloaded from www.LancelotCentral.com/Privacy and forms part of this agreement.

15.2 Lancelot shall, during, and following completion of the services, retain any documentation or information, that may be foreseen to be required in the future, but in any event for no longer than a period of 12 months and shall dispose, destroy or delete any information, which is deemed to be extraneous.

15.3 During such retention period personal data processed by Lancelot on the Client’s behalf will be kept securely and where transferred to the Client or a sub-contractor or third party instructed by the Client, it shall be encrypted or secured with a unique password communicated to the recipient separately and compliant with the requirements under Article 32 of the UK GDPR.

15.4 Without prejudice to Lancelot controller obligations, Lancelot will, if so instructed, offer to the Client or data subject, without charge, assistance should a data subject formally serve upon the Client a Subject Access Request or other obligation under chapter III UK GDPR. Any Subject Access Request served on Lancelot directly will be referred to the Client immediately upon receipt, as necessary.

15.5 In the event of a data breach during the processing of personal data under the terms of this contract the Client shall be notified immediately, if necessary, and Lancelot will provide assistance to the Client in order to comply with Article 28(f) of the UK GDPR.

15.6 Lancelot shall upon request submit audits, allow inspection and provide the Client with requisite information to ensure compliance with its Article 28 obligations. Lancelot will inform the Client immediately if there is a danger of something infringing the UK GDPR.

15.7 Lancelot, in the provision of the services, may be required to outsource all or part of the services to a sub-contractor. It is unequivocally agreed that this is solely within Lancelot discretion and that you acknowledge that you specifically agree to Lancelot doing so. Wherever possible, any sub-contractor will be a Member of the Association of British Investigators, and you can find details of their members on their website at www.theABI.org.uk or included as a supplier on the Lancelot Platform www.Lancelot.io .

15.8 All instructions are carried out with due consideration given to the provisions and requirements of the prevailing law on bribery and accordingly no part of the instructions will be conducted in breach thereof.

15.9 Lancelot shall meet the responsibilities to ensure all staff, internal, external, or contracted and its supply chain workers are not victims of modern slavery or human trafficking. The safeguards against modern slavery or human trafficking are carried out with due diligence procedures.