Terms & Conditions

• "Activity Data" means data captured by the Time Tracking Tool, including logged time, application and website activity, activity levels, and periodic screenshots where enabled.
• "Additional Capacity Block" means a block of capacity purchased in addition to the Weekly Allocation, as described in Section 6.
• "Assigned Specialist" means the individual Lioncrest assigns to fill your Seat, also referred to as your virtual assistant or VA.
• "Business Day" means a day other than a Saturday, Sunday or public holiday in the Territory in which the Assigned Specialist is located.
• "Client Data", "Client Systems" and "Client Materials" mean respectively the data, platforms and materials the Client discloses to, or makes accessible by, Lioncrest or an Assigned Specialist.
• "Client Time Zone" means the time zone stated in the Order Form, or the time zone of the Client's principal place of business if none is stated.
• "Coverage Window" means the daily period, expressed in the Client Time Zone, during which the Seat is scheduled, as stated in the Order Form.
• "Order Form" means the online checkout, quote, proposal or order confirmation setting out the Plan, role, Coverage Window, Client Time Zone, Plan Fee, Start Date and any Plan-specific terms. Each Order Form forms part of these Terms.
• "Plan" means the subscription tier selected by the Client, which determines the Weekly Allocation and the Plan Fee.
• "Plan Fee" means the recurring fee for a Subscription for one Subscription Period, as stated in the Order Form.
• "Renewal Date" means the first day of each Subscription Period after the first.
• "Scheduled Hours" means the hours within the Weekly Allocation during which the Assigned Specialist is rostered and available to perform work for the Client. Scheduled Hours are a measure of capacity made available, not a measure of hours sold.
• "Seat" means one full-time capacity position filled by an Assigned Specialist. A Subscription is a subscription to a Seat.
• "Service Calendar" means the calendar published at lioncrestpeople.com/service-calendar setting out public holidays and standard non-service days in each Territory.
• "Service Week" means each consecutive seven day period commencing on Monday in the Client Time Zone.
• "Staff Member" means any person employed or engaged by Lioncrest, including an Assigned Specialist.
• "Subscription" means the Client's subscription to one or more Seats under a Plan.
• "Subscription Period" means each successive one month period, the first commencing on the Start Date and each subsequent one commencing on the corresponding Renewal Date.
• "Territory" means the Republic of the Philippines, the Republic of South Africa, or any other jurisdiction from which Lioncrest supplies Staff.
• "Time Tracking Tool" means the workforce management and time tracking software nominated by Lioncrest from time to time, currently Time Doctor. Lioncrest may change the nominated tool on reasonable notice.
• "Weekly Allocation" means the Scheduled Hours made available in each Service Week under the Plan, being forty (40) hours for a full-time Seat unless the Order Form states otherwise.
• "Work Product" means deliverables and outputs created by an Assigned Specialist specifically for the Client.

2.1 Subscription to a Seat. The Client subscribes to one or more Seats. Each Subscription entitles the Client, for each Subscription Period, to a Seat filled by an Assigned Specialist who is scheduled and available during the Coverage Window for the Weekly Allocation.

2.2 The Plan Fee is for the period, not for hours. The Plan Fee is payable for the Subscription Period. It is not calculated by reference to hours worked, hours used, or work delivered. No hourly rate is stated, implied or derivable from the Plan Fee, and no part of these Terms is to be construed as creating one.

2.3 The Weekly Allocation describes capacity. The Weekly Allocation describes the maximum capacity available to the Client in a Service Week. It is a description of the service level, not a quantity of hours sold, and does not create an entitlement to a specific number of hours in any given Service Week.

2.4 Use it or lose it. Scheduled Hours not used in a Service Week expire at the end of that Service Week. There is no banking, accrual, carry-forward, rollover, pooling across Service Weeks, pooling across Seats, transfer to another Subscription, transfer to another entity, or conversion to credit or refund of any kind. The Client may not direct, schedule or require an Assigned Specialist to work additional hours in a later Service Week to compensate for hours not used in an earlier one.

2.5 Client-side underuse. If the Client does not provide work, instructions, access, resources or feedback sufficient to occupy the Weekly Allocation, the Seat is nonetheless treated as delivered in full for that Service Week and the Plan Fee is payable in full. Underuse is not a service failure and gives rise to no remedy.

2.6 Priced against the Service Calendar. The Plan Fee is set on an annualised basis taking into account the Service Calendar, including Territory public holidays, and the statutory leave entitlements of Staff. The Plan Fee is constant across every Subscription Period. It is not increased in Service Weeks containing no public holiday and it is not reduced in Service Weeks containing one.

2.7 Dedicated, and a Seat. Each Seat is dedicated, meaning the Assigned Specialist is assigned exclusively to the Client for the Weekly Allocation, unless the Order Form states otherwise. The Subscription is nonetheless a subscription to the Seat and not to any particular individual. Section 9 governs continuity and substitution.

2.8 What Lioncrest does. Lioncrest recruits, employs or engages, pays, manages, supervises and supports the Assigned Specialist. The Client directs the day-to-day tasks and priorities of the work and is responsible for reviewing the output.

3.1 Setup Fee. A one-time setup and recruitment fee equal to one (1) Plan Fee is payable per Seat. It is payable before recruitment begins and is non-refundable once recruitment or onboarding has commenced, except where Lioncrest cancels the Subscription for its own convenience or the Client cancels for Lioncrest's unremedied material breach.

3.2 Billing in advance. Each Plan Fee is charged in advance on the Start Date and thereafter on each Renewal Date. Service in a Subscription Period is contingent on that period being paid in full before it begins.

3.3 Automatic renewal. The Subscription renews automatically for a further Subscription Period on each Renewal Date, and the Plan Fee is automatically charged to the payment method on file, until cancelled in accordance with Section 8. The Client authorises Lioncrest and its payment processor to store the payment method and to charge it on each Renewal Date.

3.4 Renewal reminder. Lioncrest will send a renewal reminder by email to the Client's nominated address not less than seven (7) days before each Renewal Date, stating the Renewal Date, the amount to be charged, and how to cancel.

3.5 Currency and tax. Amounts are in United States dollars unless the Order Form states otherwise, and are exclusive of any applicable sales tax, VAT, GST, duty or withholding, which is the Client's responsibility. Lioncrest may invoice in the Client's local currency at Lioncrest's prevailing rate. Bank and transfer charges are the Client's responsibility.

3.6 No set-off. All amounts are payable in full without deduction, set-off, counterclaim or withholding. Dissatisfaction with performance is not a ground for withholding payment. The Client's remedies are in Sections 7, 8 and 9.

3.7 Failed payment. If a charge fails, Lioncrest will retry and notify the Client. If payment is not received within three (3) Business Days of the first failure, Section 4 applies.

3.8 Price changes at renewal. Lioncrest may change the Plan Fee with effect from a Renewal Date by giving not less than thirty (30) days' written notice before that Renewal Date. The Client may cancel under Section 8 before the change takes effect. Continuing the Subscription past that Renewal Date is acceptance of the new Plan Fee.

3.9 Statutory cost increases. Where a change of law in the Territory increases Lioncrest's direct cost of employing an Assigned Specialist, Lioncrest may pass through that increase on thirty (30) days' written notice, limited to the amount of the increased direct cost, with reasonable evidence on request. Section 8 applies.

3.10 Third party costs. Software licences, hardware, non-standard background checks, training and client-specific certifications requested by the Client are billed at cost plus Lioncrest's standard handling charge, notified in advance and subject to the Client's prior written approval.

4.1 If a Plan Fee is not paid by its due date, Lioncrest will notify the Client and allow a grace period of three (3) Business Days.

4.2 If payment is not received by the end of the grace period, Lioncrest may stand down the affected Seat, and at its discretion all of the Client's Seats, until all outstanding amounts are paid in full.

4.3 During any stand-down the Client remains liable for all Plan Fees. Stood-down capacity is not credited, refunded, recovered or discounted. Lioncrest is not liable for any loss, delay or disruption arising from a stand-down caused by the Client's non-payment.

4.4 Lioncrest may charge interest on overdue amounts at the lesser of 1.5% per month and the maximum rate permitted by law, and may recover reasonable costs of collection including legal and collection agency fees.

4.5 Any amount fourteen (14) days or more overdue entitles Lioncrest to terminate immediately without notice, without refund, and to recover all amounts that would have fallen due during the notice period under Section 8.

4.6 Lioncrest may stand down and terminate immediately if the Client becomes insolvent, enters administration, liquidation, receivership or bankruptcy, ceases or threatens to cease trading, or is unable to pay its debts as they fall due.

4.7 Where a Seat has been stood down for more than ten (10) Business Days, Lioncrest is not obliged to hold the Assigned Specialist. Reinstatement may require a new Setup Fee and a new Assigned Specialist.

5.1 Coverage Window. The Coverage Window is stated in the Order Form in the Client Time Zone. The Client acknowledges that the Assigned Specialist is located in the Territory and that alignment to the Client Time Zone may require a night shift.

5.2 Changing the Coverage Window. The Client may request a permanent change on fourteen (14) days' written notice. Lioncrest will use reasonable efforts to accommodate the request but is not obliged to do so. A change that moves a Seat to a night shift may attract a shift differential, notified to the Client before the change takes effect.

5.3 Breaks. Each scheduled shift includes a one (1) hour unpaid meal break and two (2) paid fifteen (15) minute rest breaks. These sit outside the Weekly Allocation. The Client must not require an Assigned Specialist to forgo a statutory break.

5.4 Service Calendar. The Weekly Allocation in a Service Week containing a Territory public holiday is reduced by the Scheduled Hours falling on that day. The Philippines typically declares approximately eighteen to twenty regular and special non-working days each year. The current Service Calendar is published at lioncrestpeople.com/service-calendar.

5.5 No fee adjustment. Consistent with Section 2.6, no reduction, credit, rebate or pro-rata adjustment applies in respect of a Service Calendar day. The Plan Fee already reflects it.

5.6 Working a holiday. If the Client requires work on a Territory public holiday, and Lioncrest and the Assigned Specialist agree, a holiday premium applies at the statutory rate in the Territory and is charged as an Additional Capacity Block under Section 6.

6.1 Capacity beyond the Weekly Allocation is available as Additional Capacity Blocks, purchased in advance in units of five (5) hours at the rate published in the applicable Order Form or rate card.

6.2 Additional Capacity Blocks require Lioncrest's prior approval and are subject to the Assigned Specialist's availability and to statutory working time limits.

6.3 Blocks expire thirty (30) days after purchase, do not roll over, and are not refundable.

6.4 No implied hourly rate. The price of an Additional Capacity Block is a separately priced add-on product. It does not represent, is not derived from, and must not be used to derive, an hourly rate for the Subscription or the Plan Fee. Nothing in this Section affects Section 2.2.

6.5 Unapproved work beyond the Allocation. If the Client directs or permits an Assigned Specialist to work beyond the Weekly Allocation without approval, Lioncrest may invoice the equivalent number of Additional Capacity Blocks in arrears. Repeated breach is a material breach of these Terms.

7.1 Leave. Assigned Specialists are entitled to paid annual leave, sick leave and statutory leave in accordance with Lioncrest's employment policies and the law of the Territory. Lioncrest will give the Client reasonable advance notice of planned leave and will notify unplanned absence as soon as reasonably practicable.

7.2 The Plan Fee is fixed. The Plan Fee for a Subscription Period is fixed and is payable in full. Consistent with Sections 2.2 and 2.6, no reduction, rebate, refund, credit, account credit, service credit, pro-rata adjustment, set-off or other adjustment of any kind arises in respect of:

• (a.) a Territory public holiday or any other day appearing on the Service Calendar;
• (b.) annual leave, sick leave, emergency leave or any other approved absence of an Assigned Specialist;
• (c.) any interruption to power, internet, equipment or systems;
• (d.) any difference between the Weekly Allocation and the hours recorded in the Time Tracking Tool;
• (e.) the Client's failure to provide work, instructions, access, resources or feedback;
• (f.) a period during which a replacement Assigned Specialist is being recruited or onboarded under Section 9; or
• (g.) any other cause.

The Client's remedies under these Terms are the replacement process in Section 9 and, where Lioncrest commits an unremedied material breach, the right to terminate under Section 8.9.

7.3 Recovery of hours is a Lioncrest matter. Where scheduled capacity is lost in a Service Week, Lioncrest may direct the Assigned Specialist to work additional hours in that or a subsequent Service Week in order to recover it, at Lioncrest's own cost. Any such direction is made at Lioncrest's sole discretion and is subject to statutory working time limits and to the Assigned Specialist's consent where the law of the Territory requires it. Recovery of hours is an internal scheduling matter between Lioncrest and its personnel. It is not a service level, it creates no entitlement of the Client, it cannot be demanded, directed or scheduled by the Client, and it does not affect Section 2.4.

7.4 Extended absence. Where an Assigned Specialist is absent on maternity, paternity, medical or other extended statutory leave for more than twenty (20) Business Days, Lioncrest will assign a replacement Assigned Specialist for the duration of the absence. The Plan Fee continues unchanged. No Setup Fee applies.

7.5 Infrastructure. Lioncrest ensures each Assigned Specialist has a workstation meeting Lioncrest's minimum specification, a business-grade primary internet connection, a backup connection or mobile fallback, and a backup power arrangement.

7.6 Client-supplied equipment. The Client remains the owner of, and responsible for insuring and supporting, any equipment it supplies to an Assigned Specialist, must notify Lioncrest in writing of that equipment, and bears the cost of its return. Lioncrest is not liable for its loss, damage or non-return.

7.7 Access revocation. The Client is solely responsible for provisioning and revoking an Assigned Specialist's access to Client Systems, including on their last working day. Lioncrest will notify the Client of that date.

8.1 Term. The Subscription runs from the Start Date and renews automatically under Section 3.3 until cancelled.

8.2 Four weeks' notice. Either party may cancel a Subscription, in respect of any or all Seats, by giving not less than four (4) weeks, being twenty-eight (28) days, written notice.

8.3 Which Renewal Date the cancellation lands on. To take effect on a given Renewal Date, notice must be received at least twenty-eight (28) days before that Renewal Date. Notice received less than twenty-eight (28) days before a Renewal Date takes effect on the following Renewal Date, and the Subscription renews and is charged once more in the meantime.

8.4 Notice runs from receipt. The notice period begins on the Business Day the written notice is received. Notice received after 5:00pm in the recipient's local time is treated as received on the next Business Day.

8.5 Service during notice. The Seat continues to be scheduled and available throughout the notice period. The Client remains liable for the Plan Fee for that period whether or not it uses the capacity. Section 2.5 applies.

8.6 How to cancel. Cancellation notice must be given in writing by email to support@lioncrestpeople.com, or through the cancellation function in the Client's account where available. Lioncrest will not require the Client to telephone, attend a retention call, or complete any additional step in order to cancel. Notice given verbally, to an Assigned Specialist, in a chat channel, or to an account manager's personal address is not effective notice.

8.7 No refunds. Plan Fees already charged are non-refundable except where required by law, or where cancellation is by the Client under Section 8.9 or by Lioncrest for its own convenience. The Setup Fee is non-refundable subject to Section 3.1.

8.8 Immediate termination by Lioncrest. Lioncrest may terminate immediately, without the notice period, for the Client's material breach, non-payment under Section 4, insolvency under Section 4.6, breach of Section 10.3 or Section 11, or unlawful, abusive or unsafe conduct toward Staff.

8.9 Immediate termination by the Client. The Client may terminate immediately, without the notice period, if Lioncrest commits a material breach and fails to remedy it within fourteen (14) days of written notice specifying the breach. A sustained failure to supply an Assigned Specialist for a Seat, other than for a reason within Section 7.2, is a material breach for the purposes of this Section. Where the Client terminates under this Section, Lioncrest will refund the unused portion of the current Subscription Period on a pro-rata daily basis.

8.10 Plan upgrades. An upgrade takes effect on the date agreed, with the difference in Plan Fee charged pro-rata for the remainder of the current Subscription Period.

8.11 Plan downgrades. A downgrade is treated as a partial cancellation and requires notice under Sections 8.2 to 8.4. It takes effect on the applicable Renewal Date.

8.12 Subscription Hold. The Client may request a hold. A hold requires Lioncrest's written agreement, is available for a maximum of one (1) Subscription Period in any twelve month period, and attracts a seat retention fee of fifty percent (50%) of the Plan Fee for the held period. Lioncrest does not guarantee that the same Assigned Specialist will be available on resumption. Failure to resume by the agreed date is treated as cancellation and Section 8.7 applies.

8.13 Offboarding. On cancellation, and subject to payment of all amounts due, Lioncrest will facilitate an orderly handover including transfer of Work Product held by the Assigned Specialist. Handover assistance beyond five (5) hours is charged as Additional Capacity Blocks.

8.14 Role changes. A material change to the role, seniority, skill requirement or scope must be agreed in writing and may result in a re-rated Plan Fee, a Setup Fee, or a different Assigned Specialist. A materially different role is a new Subscription, not a variation.

9.1 Replacement guarantee. If an Assigned Specialist resigns, is dismissed for cause, or is jointly assessed as unsuitable, within ninety (90) days of their Start Date, Lioncrest will recruit and onboard a replacement at no additional Setup Fee, provided the Client has paid all amounts due, the role and Coverage Window are materially unchanged, the Client raised the concern under Section 9.3, and the Client notified Lioncrest in writing within five (5) Business Days.

9.2 Exclusions. The guarantee does not apply where the departure or unsuitability results from a material change by the Client, the Client's failure to provide instructions, training, access or feedback, harassment or misconduct by the Client or its personnel, non-payment, or the Client's breach of these Terms.

9.3 Escalation. The Client must raise performance concerns in writing with its account manager with specific examples, participate in a joint review within five (5) Business Days, and allow a performance improvement period of not less than fifteen (15) Business Days during which Lioncrest will manage the Assigned Specialist and report on progress.

9.4 Replacement after escalation. If the concern is not resolved, the Client may request a replacement in writing. Lioncrest will commence recruitment within five (5) Business Days. The Plan Fee continues throughout the transition. Within the ninety (90) day window no Setup Fee applies. Outside that window, a Setup Fee of fifty percent (50%) of one Plan Fee applies.

9.5 Not a substitute for notice. Requesting a replacement does not cancel, pause, suspend or reduce the Subscription or any payment obligation. Section 8 is the only route to cancellation.

9.6 Substitution by Lioncrest. Lioncrest may substitute, reassign or replace an Assigned Specialist. Lioncrest will use reasonable efforts to maintain continuity and will consult the Client before any planned substitution that does not result from resignation, dismissal, illness or emergency.

9.7 Serious misconduct. Lioncrest may remove an Assigned Specialist immediately where it reasonably suspects theft, fraud, dishonesty, breach of confidentiality, serious misconduct or a serious safety issue, and will provide a replacement as soon as reasonably practicable at no additional Setup Fee.

10.1 All Staff and candidates belong to and remain the personnel of Lioncrest at all times and are not employees, contractors, agents or workers of the Client.

10.2 Nothing in these Terms creates any employment, contractor, agency, joint employment or co-employment relationship between the Client and any Staff Member.

10.3 The Client must not, and must ensure its personnel do not:

• (a) offer or purport to offer employment, a contract, equity, a bonus, commission or any benefit to a Staff Member;
• (b) pay, gift or transfer anything of value directly to a Staff Member other than through Lioncrest;
• (c) hold a Staff Member out to third parties as an employee, officer or partner of the Client, save that a Staff Member may use a Client-branded email address and job title for the purpose of performing the role;
• (d) issue disciplinary warnings, performance improvement plans or terminations to a Staff Member directly, all of which must go through Section 9; or
• (e) require a Staff Member to sign any document creating obligations to the Client, other than a reasonable confidentiality or intellectual property acknowledgement approved in advance in writing by Lioncrest.

10.4 The Client indemnifies Lioncrest in full against any claim, liability, tax, penalty, back-pay, contribution or cost arising from a breach of Section 10.3, including any claim by a Staff Member or any authority that the Client was that Staff Member's employer or joint employer.

10.5 Employment, disciplinary, payroll, medical and HR records relating to Staff remain the sole property of Lioncrest.

11.1 During the Subscription and for twelve (12) months after the later of the introduction of a candidate and the date a Staff Member's assignment to the Client or engagement with Lioncrest ends, the Client must not, directly or indirectly, whether alone or with or through any affiliate, related entity, officer, employee, family member, agent, recruiter, outsourcing provider, freelancing platform or other third party, employ, engage, contract, retain, payroll, subcontract, solicit or otherwise use the services of any Staff Member or candidate otherwise than through Lioncrest, or introduce, refer or recommend them to any third party for that purpose.

11.2 Direct-hire fee. If the Client breaches Section 11.1 in respect of any individual, the Client must pay Lioncrest fifteen thousand United States dollars (US$15,000) per individual. The parties agree this amount is a genuine and reasonable pre-estimate of the loss Lioncrest would suffer, comprising recruitment, screening, training, management and replacement cost together with the value of subscription revenue foregone over the expected engagement life, and that it is not a penalty. It is payable immediately on breach, in addition to any amounts already outstanding, and does not license or excuse the breach.

11.3 Circumvention. Engaging a Staff Member or candidate through an intermediary, agency, freelancing platform, contractor arrangement, an entity they control, after a nominal break in service, or under a different name or role, is a breach of Section 11.1.

11.4 On Lioncrest's written request, the Client must confirm in writing whether it or any affiliate has engaged any Staff Member or candidate in the preceding twelve months, and must provide reasonable supporting information.

11.5 Permitted buy-out. Lioncrest may, at its sole discretion and in writing, agree to transfer a Staff Member to the Client's direct employment on payment of an agreed buy-out fee. Any such transfer is effective only on Lioncrest's written agreement and receipt of payment in full.

11.6 This Section survives termination or expiry of the Subscription.

12.1 Assigned Specialists record working time using the Time Tracking Tool. The Client is provided with dashboard access to Activity Data for its Seats.

12.2 Not a timesheet. Activity Data is provided for transparency, supervision and management purposes only. It is not a timesheet, it is not an invoicing instrument, and it is not the basis on which the Plan Fee is calculated, reduced or adjusted. A difference between Activity Data and the Weekly Allocation gives rise to no fee reduction, credit, refund, set-off or other adjustment of any kind. Section 7.2 applies. Lioncrest's separate Activity, Time and Workplace Systems Policy governs the conduct of Lioncrest personnel in recording time. It forms no part of these Terms and creates no entitlement of the Client.

12.3 Consent and additional monitoring. Staff have consented to monitoring by the Time Tracking Tool as a condition of their engagement with Lioncrest. The Client must not install, require or operate any additional monitoring, keylogging, recording or surveillance software on an Assigned Specialist's device without Lioncrest's prior written consent.

12.4 Use of Activity Data. The Client may use Activity Data only to supervise and manage the services. It must not be used for any other purpose, disclosed to any third party, or handled otherwise than in accordance with applicable data protection law. Activity Data may include personal information about the Assigned Specialist. Where periodic screenshots are enabled, the Client must not download, retain, republish or share them.

12.5 Queries. Any query regarding Activity Data must be raised in writing within ten (10) Business Days of the end of the relevant Subscription Period.

12.6 Reporting. Lioncrest will provide a monthly availability and utilisation summary for each Seat on request.

13.1 Each party will keep the other's confidential information confidential, use it only for the Subscription, and disclose it only to those personnel who need it and who are bound by equivalent obligations. This obligation survives termination indefinitely in respect of trade secrets and for five (5) years in respect of other confidential information.

13.2 Every Staff Member is bound by a written confidentiality and intellectual property assignment agreement with Lioncrest. A redacted copy or written confirmation is available on request.

13.3 Lioncrest processes Client Data as a processor or service provider on the Client's instructions, and complies with applicable data protection law including the Data Privacy Act of 2012 (Philippines), the Protection of Personal Information Act 4 of 2013 (South Africa), applicable United States federal and state privacy laws, and, where applicable to the data in question, the UK GDPR, the EU GDPR and the Privacy Act 1988 (Cth) of Australia.

13.4 The Client acknowledges and consents to Client Data being accessed and processed by Staff located in the Territory, outside the Client's own jurisdiction, and warrants that it has obtained all necessary consents and given all necessary notices to permit that transfer and processing.

13.5 Where required by applicable law, the parties will execute Lioncrest's standard Data Processing Addendum, available on request, which is incorporated by reference.

13.6 Lioncrest maintains reasonable technical and organisational security measures, including background screening of Staff, confidentiality agreements, device security requirements, access controls and security awareness training.

13.7 Each party will notify the other without undue delay, and in any event within forty-eight (48) hours, of becoming aware of any actual or suspected unauthorised access to, loss of, or disclosure of Client Data, and will cooperate in good faith on containment, investigation and notification.

13.8 Restrictions. The Client must not require or permit an Assigned Specialist to access, process or store payment card data in a manner that would bring Lioncrest within the scope of PCI DSS, protected health information requiring a HIPAA business associate agreement, classified or export-controlled material, or material that is unlawful in the Territory, unless expressly agreed in writing and any required agreement is executed.

13.9 AI and third party tools. Staff must not input Client Data into any generative AI tool, large language model, translation service, transcription service or other third party service unless the Client has approved that tool in writing and it appears on an approved tools list. Maintaining that list is the Client's responsibility.

13.10 Financial controls. Where an Assigned Specialist performs bookkeeping, payroll, accounts payable, banking or purchasing functions, the Client must maintain appropriate segregation of duties, must not grant sole or unsupervised authority to authorise, approve or release payments, alter payee bank details or access funds, and must require dual authorisation for all outbound payments. Lioncrest is not liable for any loss arising from the Client's failure to maintain these controls.

13.11 Recording. Neither party will record calls or meetings involving Staff without the prior consent of all participants, save where the recording is made through a Client-approved business system, is disclosed to participants, and is lawful in all relevant jurisdictions.

14.1 Subject to payment in full of all amounts due, Work Product created by an Assigned Specialist specifically for the Client is assigned to the Client on receipt of payment for the Subscription Period in which it was created.

14.2 Until payment is received for the relevant Subscription Period, all such Work Product remains the property of Lioncrest and the Client has no licence to use it.

14.3 Lioncrest retains ownership of its own methodologies, tools, templates, processes, training materials, systems and pre-existing materials, and of any general know-how or skill acquired by a Staff Member.

14.4 Where Work Product incorporates Lioncrest pre-existing materials, Lioncrest grants the Client a perpetual, non-exclusive, non-transferable licence to use those materials solely as embedded in the Work Product.

14.5 The Client warrants that Client Materials do not infringe any third party right and indemnifies Lioncrest against any claim that they do.

15.1 The Client must provide timely, clear and lawful instructions, resources, training and systems access; treat Staff lawfully and respectfully; not require Staff to perform illegal, unsafe, unethical, deceptive or fraudulent work; comply with all applicable laws; supervise and review Staff output rather than relying on it unreviewed; nominate a single point of contact; and notify Lioncrest promptly of any change to its contact, billing or legal entity details.

15.2 Zero tolerance. Lioncrest operates a zero tolerance policy on abuse of Staff. Verified abuse, harassment, discrimination, threats or unsafe direction entitles Lioncrest to remove the Assigned Specialist immediately and to terminate under Section 8.8, with all Plan Fees for the notice period remaining payable by the Client.

15.3 Lioncrest maintains a Modern Slavery Statement and ethical employment standards. The Client must not require any act by a Staff Member that would breach those standards.

15.4 Not professional advice. Lioncrest is not a professional services firm. Where an Assigned Specialist performs bookkeeping, accounting, paraplanning, legal support, medical administration, drafting, estimating or similar work, that work is performed under the Client's direction and supervision. Lioncrest does not provide accounting, legal, financial, medical or engineering advice, and the Client remains solely responsible for reviewing, approving and relying on any Work Product.

16.1 Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, typhoon, flood, earthquake, volcanic activity, epidemic, pandemic, war, terrorism, civil unrest, national or regional power grid failure, national telecommunications failure, government action or lockdown.

16.2 Routine local power interruptions, routine local internet interruptions, individual equipment failure and individual illness are not force majeure events and are dealt with under Section 7.

16.3 The affected party must notify the other within three (3) Business Days and take reasonable steps to mitigate.

16.4 Where a force majeure event prevents performance for more than ten (10) consecutive Business Days, either party may cancel the affected Subscription on written notice without the notice period in Section 8. Section 7.2 applies to the period during which performance was prevented. Plan Fees already charged are not refunded except in respect of any Subscription Period that has not commenced at the date of cancellation.

16.5 Lioncrest maintains business continuity arrangements including geographically distributed Staff across Metro Manila, Cebu and South Africa.

17.1 Lioncrest will provide the services with reasonable care and skill. Except as expressly stated, all other warranties, conditions and representations, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law.

17.2 Lioncrest does not warrant that any Assigned Specialist will meet any particular performance standard, output level or business result. The Client's remedies are set out in Sections 7, 8 and 9.

17.3 To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, business, contracts, anticipated savings, data or goodwill.

17.4 Lioncrest's total aggregate liability arising out of or in connection with the Subscription, whether in contract, tort including negligence, statute or otherwise, is limited to the total Plan Fees paid by the Client in the three (3) Subscription Periods immediately preceding the event giving rise to the claim.

17.5 Lioncrest is not liable for any act, omission, error, negligence, dishonesty or misconduct of an Assigned Specialist in performing work directed by the Client, save to the extent directly caused by Lioncrest's own failure to exercise reasonable care in recruiting or screening that individual.

17.6 The Client indemnifies Lioncrest, and its officers, employees and Staff, against all losses, claims, damages, liabilities, fines, penalties and reasonable costs including legal fees arising from the Client's breach of these Terms, the Client's instructions to Staff, the Client's unlawful, negligent or abusive acts or omissions, any claim that the Client was an employer or joint employer of a Staff Member, the Client's failure to maintain the controls in Section 13.10, or any claim relating to Client Data or Client Materials.

17.7 Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited.

18.1 Nothing in these Terms creates a partnership, joint venture or agency between the parties, nor any employment relationship between the Client and any Staff Member or candidate.

18.2 Governing law. These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of laws rules.

18.3 Jurisdiction. The Client submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware. Lioncrest additionally reserves a non-exclusive right to bring proceedings for the recovery of unpaid amounts in any court having jurisdiction over the Client or its assets.

18.4 Before commencing proceedings, other than for urgent injunctive relief or the recovery of undisputed debts, the parties will attempt in good faith to resolve any dispute by negotiation between senior representatives within twenty (20) Business Days.

18.5 Entire agreement. These Terms, together with the applicable Order Form and any schedules or addenda referenced, are the entire agreement between the parties and supersede all prior discussions, proposals and representations.

18.6 Severability. If any provision is found unenforceable, the remainder continues in full force, and the unenforceable provision will be read down or modified to the minimum extent necessary to make it enforceable.

18.7 No waiver. No failure or delay in exercising a right is a waiver of it.

18.8 Variation. Lioncrest may update these Terms from time to time by publishing an updated version at lioncrestpeople.com/terms. The version in effect when the Client subscribes or renews applies. Where a change materially reduces the Client's rights, Lioncrest will give thirty (30) days' notice by email, and the Client may cancel under Section 8 before the change takes effect.

18.9 Assignment. The Client may not assign these Terms without Lioncrest's written consent. Lioncrest may assign to an affiliate or successor.

18.10 Notices. Notices must be in writing and sent to the parties' nominated email addresses. Notices to Lioncrest go to support@lioncrestpeople.com.

18.11 Survival. Sections 1, 2.4, 2.5, 10.4, 11, 12.4, 13, 14, 17 and 18 survive termination or expiry of the Subscription.

18.12 Third parties. No person other than the parties has any right to enforce these Terms, except that Staff may enforce Section 15.2 as third party beneficiaries.