MASTER SERVICES AGREEMENT

Effective Date: 29 December 2025
Version: 1.0

This Master Services Agreement (“Agreement”) governs access to and use of Lucius’ services. By executing an Order Form that references this Agreement, or by accessing or using the Services, Customer agrees to be bound by this Agreement.

This Master Services Agreement (“Agreement”) is entered into between the Lucius entity identified in the applicable Order Form (“Lucius,” “we,” or “us”) and the customer identified in the Order Form (“Customer” or “you”).

This Agreement governs Customer’s access to and use of Lucius’ software platform, automation tools, and related services (collectively, the “Services”).

1. STRUCTURE AND INCORPORATION

1.1 Order Forms

This Agreement applies to all services provided under one or more written or electronic order forms, statements of work, or subscription agreements referencing this Agreement (“Order Forms”). Each Order Form is incorporated into and governed by this Agreement.

1.2 Incorporated Policies

Customer’s use of the Services is also subject to Lucius’ Terms of Service and Privacy Policy, as published on Lucius’ website and incorporated by reference.

1.3 Order of Precedence

In the event of a conflict, the following order of precedence applies:

1. Order Form

2. This Agreement

3. Terms of Service

4. Privacy Policy

2. SERVICES

2.1 Platform Services

Lucius provides a software platform designed to automate, orchestrate, and assist with financial operations workflows, which may include bookkeeping automation, transaction ingestion, document collection, reconciliation suggestions, reporting, tax workflow coordination, contract-to-cash automation, and related agent-based processes.

2.2 Human-in-the-Loop Support

Certain Services may include operational assistance, review, or support performed by Lucius personnel or contractors. Such services are administrative and operational in nature only and do not constitute professional accounting, tax, legal, or advisory services.

2.3 No Guarantee of Outcomes

Lucius does not guarantee the accuracy, completeness, timeliness, acceptance by any authority, or any financial, tax, or compliance outcome.

3. REGULATORY AND PROFESSIONAL DISCLAIMERS

3.1 No CPA, Accounting, Tax, or Legal Services

Lucius is not:

• a certified public accounting (CPA) firm

• a public accounting or chartered accounting firm

• a tax advisory or tax preparation firm

• a law firm

Lucius does not provide audit, attestation, assurance, tax advice, legal advice, or other regulated professional services.

3.2 Informational and Operational Nature

All outputs, classifications, reports, calculations, workflows, and recommendations generated by the Services are:

• produced by software systems and automation

• provided for informational and operational purposes only

• not a substitute for professional judgment

3.3 Customer Responsibility

Customer remains solely responsible for:

• its books and records

• all filings, submissions, elections, and representations

• engaging licensed professionals where required

Lucius does not act as Customer’s accountant, tax preparer, auditor, adviser, agent, or fiduciary.

3.4 No Tax Preparer or Filing Agent of Record

Lucius does not act as a “tax return preparer,” “reporting agent,” “filing agent,” or similar capacity under applicable tax laws.
References to “tax filing,” “tax preparation,” or similar terms in an Order Form refer solely to the operation of Lucius’ software platform and related administrative workflows.
Customer remains the preparer, filer, and signatory of record for all filings unless otherwise expressly agreed in writing under a separate power-of-attorney or agency agreement.

3.5 No Assumption of Duty of Care (UK Clarification)

Nothing in this Agreement, the Services, or any communications between the parties shall be deemed to create any duty of care, assumption of responsibility, fiduciary obligation, or professional obligation beyond the express contractual obligations set out in this Agreement.

3.6 Regulatory Status and Scope (AML / ASP)

Lucius may be subject to certain regulatory, supervisory, or compliance obligations in connection with the provision of the Services, including anti-money laundering or similar requirements applicable to accounting service providers.
Such obligations do not alter the nature of the Services or allocate responsibility for Customer’s compliance, filings, or records.

4. CUSTOMER OBLIGATIONS

4.1 Accurate and Timely Information

Customer shall provide complete, accurate, and timely information and documentation.

4.2 Authorized Access

Customer represents that it has authority to grant Lucius access to financial accounts, systems, and data sources connected to the Services.

4.3 Review and Approval

Customer is responsible for reviewing and approving all outputs prior to use, submission, or reliance.

4.4 Customer Data Accuracy and Reliance

The Services operate solely on the basis of information, data, documents, and inputs provided or authorized by Customer or its representatives (“Customer Data”).

Lucius has no obligation to verify the accuracy, completeness, or timeliness of Customer Data and shall not be responsible for errors, omissions, delays, or outcomes resulting from incomplete, inaccurate, or delayed Customer Data.

All outputs, reports, classifications, filings, or recommendations generated by the Services are inherently dependent on the Customer Data supplied.

Customer acknowledges that missing or delayed Customer Data may result in incomplete outputs, delayed workflows, or inability to perform certain Services, and Lucius shall have no liability arising therefrom.

4.5 Regulatory Cooperation (AML)

Customer agrees to provide information reasonably requested by Lucius to comply with applicable regulatory or anti-money laundering obligations. Failure to provide such information may result in suspension or limitation of the Services.

5. DATA, PRIVACY, AND SECURITY

5.1 Customer Data

Customer retains ownership of Customer Data.

5.2 Use of Data

Lucius may process Customer Data to:

• provide and improve the Services

• operate and train automation and agentic systems (in aggregated or anonymized form)

• comply with legal obligations

5.3 Privacy

Lucius will process personal data in accordance with its Privacy Policy and applicable data protection laws.

5.4 Security

Lucius will maintain commercially reasonable administrative, technical, and organizational safeguards.

6. FEES AND PAYMENT

6.1 Fees

Customer shall pay all fees specified in the applicable Order Form.

6.2 Usage-Based or Performance-Referenced Fees

Certain Services may incur usage-based or performance-referenced fees. Such fees are charged for access to and use of the Services and do not constitute a guarantee of collection, recovery, filing acceptance, compliance outcome, or financial result.

6.3 Taxes

Fees exclude all taxes, duties, or governmental charges, except where required by law.

7. CONFIDENTIALITY

Each party agrees to protect the other’s Confidential Information using reasonable care and to use such information solely to perform under this Agreement, subject to standard exclusions.

8. INTELLECTUAL PROPERTY

8.1 Lucius IP

Lucius retains all right, title, and interest in the Services, software, models, agents, workflows, documentation, and improvements.

8.2 Feedback

Customer grants Lucius a perpetual, irrevocable, royalty-free right to use feedback without restriction.

9. WARRANTIES AND DISCLAIMERS

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
LUCIUS DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

10.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR DATA.

10.2 Liability Cap

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.3 Excluded Claims

The liability cap does not apply to:

• breach of confidentiality

• intellectual property infringement

• fraud or willful misconduct

10.4 Output and Filing Disclaimer

Without limiting the foregoing, Lucius shall have no liability arising from Customer’s submission, filing, or use of outputs generated by the Services.

11. INDEMNIFICATION

11.1 By Lucius

Lucius will indemnify Customer against third-party claims alleging that the Services infringe intellectual property rights, subject to prompt notice, cooperation, and Lucius’ control of the defense.

11.2 By Customer

Customer will indemnify Lucius against claims arising from:

• Customer Data

• misuse of the Services

• Customer’s failure to comply with laws or regulations

12. TERM AND TERMINATION

12.1 Term

This Agreement begins on the Effective Date and continues until terminated.

12.2 Termination

Either party may terminate for material breach or as otherwise specified in the applicable Order Form.

12.3 Effect of Termination

Upon termination:

• access to the Services ceases

• outstanding fees remain payable

• Sections relating to confidentiality, IP, disclaimers, liability, and governing law survive

13. GOVERNING LAW AND VENUE

The governing law and venue depend on the Lucius contracting entity identified in the Order Form:

• Lucius, Inc. → Laws of the State of New York; exclusive jurisdiction in state or federal courts located in New York, New York

• Lucius Ltd → Laws of England and Wales; exclusive jurisdiction in the courts of England and Wales

14. GENERAL

This Agreement constitutes the entire agreement between the parties, supersedes all prior agreements, may be amended only in writing, and the parties act as independent contractors.