Master Services Agreement
Last Updated :
Sep 25, 2025
Effective Date: Start date specified in the signed Order Form
This Master Services Agreement (“Agreement”) is entered into by and between:
Progreso AI Limited (trading as Lily AI), a company registered in the United Kingdom with its registered office at 128 City Road, London, EC1V 2NX (“Progreso”, “Lily”, “we”, or “us”), and
the entity identified in the applicable Order Form (“Customer”, “you”).
This Agreement, together with the Order Form, governs the provision and use of Lily’s services by the Customer.
1. Definitions
1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
1.2 “Confidential Information” means any non-public information disclosed by one party to the other, directly or indirectly, in writing, orally, or by inspection, which is marked or otherwise designated as confidential, or which a reasonable person would understand to be confidential.
1.3 “Customer Data” means all data provided or uploaded by the Customer or its Authorised Users into the Services, including Personal Data relating to candidates or recruitment activity.
1.4 “Order Form” means the ordering document executed by the parties which specifies the Services purchased, applicable fees, subscription term, and any additional commercial terms.
1.5 “Personal Data” has the meaning given under Applicable Data Protection Laws.
1.6 “Services” means Lily’s AI-driven recruitment and screening platform, related features, and any professional services provided by Lily under this Agreement.
1.7 “Authorised Users” means individuals who are authorised by the Customer to use the Services and who have been supplied with unique login credentials by the Customer.
1.8 “Sub-Processor” means any third party engaged by Lily to process Personal Data on behalf of the Customer.
1.9 “Talent Tokens” means pre-purchased, non-refundable units of credit that may be redeemed by the Customer for access to certain Services, as specified by Lily from time to time. Talent Tokens do not constitute property, currency, or a right to payment, and have no monetary or cash value.
1.10 “Subscription Tokens” means the annual allocation of Talent Tokens purchased by the Customer under an Order Form, which must be used within the Subscription Term and expire at the end of that term if unused.
1.11 “Overage Tokens” means additional Talent Tokens consumed when the Customer exceeds their annual allocation, charged at the then-current overage rate.
2. Provision of Services
2.1 Service Delivery
Lily shall provide the Services to the Customer in accordance with this Agreement and the Order Form.
The Services include an in-app dashboard showing the balance of available Talent Tokens and token consumption. Detailed reporting of token usage may be provided at Lily’s discretion but is not part of the core Services.
2.2 Access Rights
Subject to the terms of this Agreement, Lily grants the Customer a non-exclusive, non-transferable right to access and use the Services during the Term solely for the Customer’s internal recruitment purposes.
2.3 Modifications to Services
Lily may make changes or updates to the Services from time to time, including enhancements and bug fixes, provided that such changes do not materially degrade the core functionality.
2.4 Service Levels
Lily will use commercially reasonable efforts to ensure availability of the Services, excluding planned maintenance and downtime caused by circumstances beyond Lily’s reasonable control.
3. Fees and Payment
3.1 Fees
The Customer shall pay the fees specified in the Order Form, which may include:
(a) fees for the Subscription Tokens purchased on an annual basis, payable either annually in advance or monthly as stated in the Order Form; and
(b) fees for any Overage Tokens consumed by the Customer, invoiced in arrears at the then-current overage rate.
Talent Tokens are non-refundable and may only be used for the Services specified by Lily. Unused Talent Tokens will automatically expire at the end of the Subscription Term and may not be carried forward or redeemed for cash, credit, or other value.
3.2 Invoicing and Payment Terms
Lily will invoice the Customer according to the billing schedule in the Order Form. Unless stated otherwise, all invoices are payable within thirty (30) days of receipt.
3.3 Late Payments
Overdue amounts may be subject to interest at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower.
3.4 Taxes
All fees are exclusive of taxes, levies, or duties. Customer is responsible for all applicable taxes, except for taxes based on Lily’s income.
3.5 Expiry and Forfeiture
Subscription Tokens must be used within the Subscription Term set out in the Order Form. Any unused Subscription Tokens will automatically expire at the end of that term. Upon termination of this Agreement for any reason, any unused Talent Tokens (whether Subscription or Overage Tokens) shall be immediately forfeited without refund or credit.
3.6 Token Usage Disputes
Any disputes regarding token usage must be raised by the Customer in writing within thirty (30) days of the applicable invoice. After this period, token usage records shall be deemed final and binding.
4. Term and Termination
4.1 Initial Term
This Agreement begins on the Effective Date and continues for the initial term stated in the Order Form (“Initial Term”).
4.2 Renewal Term
Upon expiration of the Initial Term, this Agreement will automatically renew on a month-to-month basis (the “Renewal Term”), unless either party provides sixty (60) days’ written notice of non-renewal.
4.3 Termination for Convenience (Renewal Term only)
After the Initial Term, either party may terminate this Agreement for convenience by providing at least sixty (60) days’ written notice.
4.4 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.
4.5 Effect of Termination
Upon termination:
(a) Customer must pay all outstanding fees due up to the termination date, including any fees for Overage Tokens consumed prior to termination.
(b) All Talent Tokens, whether used or unused, shall immediately expire and be forfeited without refund or credit.
(c) Customer’s access to the Services will cease.
(d) Customer Data will be deleted or returned in accordance with the DPA.
5. Customer Responsibilities
5.1 Compliance with Laws
Customer shall comply with all applicable laws, including employment and data protection laws, in connection with its use of the Services.
5.2 User Management
Customer is responsible for:
All activities under its accounts,
Maintaining the confidentiality of login credentials,
Ensuring only Authorised Users have access,
Monitoring and managing the redemption of Talent Tokens.
Lily shall not be liable for loss of Talent Tokens resulting from Customer mismanagement, account compromise, or unauthorised use.
5.3 Restrictions
Customer shall not:
License, sublicense, sell, resell, rent, or distribute the Services,
Interfere with the proper functioning or security of the Services,
Use the Services to transmit unlawful or infringing material.
5.4 Data Accuracy
Customer is responsible for ensuring that all Customer Data provided to Lily is accurate and lawful.
5.5 Prohibited Content
Customer and its Authorised Users shall not upload or transmit content that:
Infringes intellectual property rights,
Violates any law or regulation,
Is offensive, discriminatory, or harmful.
Lily may suspend or remove access to content that violates this section.
6. Data Protection and Privacy
6.1 Privacy Policy
Lily’s Privacy Policy, available at https://teamlily.ai/legal/privacy, describes how Lily collects, uses, and protects data. It is incorporated into this Agreement by reference.
6.2 Data Processing Agreement (DPA)
The parties agree to comply with the DPA, which governs the processing of Personal Data.
The current DPA is available at https://teamlily.ai/legal/dpa and is incorporated by reference.
6.3 Roles of the Parties
Customer is the Controller of Personal Data.
Lily acts as Processor, except where Lily processes Aggregated Data as independent Controller, as described in the DPA.
6.4 Sub-Processors
Lily may engage Sub-Processors listed at https://teamlily.ai/legal/sub-processors.
Customer will be notified of changes and may object as set out in the DPA.
6.5 Security Measures
Lily will implement appropriate technical and organisational measures to protect Customer Data, as detailed in the DPA.
6.6 Data Breach Notification
Lily shall promptly notify Customer of any Personal Data Breach, consistent with the DPA.
7. Intellectual Property
7.1 Lily Intellectual Property
Lily retains all rights, title, and interest in and to the Services and the Talent Token system, including all related intellectual property, branding, and usage rules. Nothing in this Agreement grants the Customer any rights to the Talent Token system other than a limited right to redeem tokens for Services during the Subscription Term.
7.2 Customer Data
Customer retains all rights, title, and interest in Customer Data. Lily is granted a limited licence to use Customer Data solely to provide the Services.
7.3 Feedback
Customer grants Lily a non-exclusive, royalty-free licence to use feedback for product improvements.
8. Confidentiality
8.1 Obligations
Each party agrees to keep the other party’s Confidential Information secure and to use it only as necessary for performance of this Agreement.
8.2 Exclusions
Confidential Information does not include information that is:
Publicly available without breach,
Already known by the receiving party,
Rightfully obtained from a third party,
Independently developed by the receiving party.
8.3 Compelled Disclosure
If a party is required by law to disclose Confidential Information, it must provide prompt notice to the other party (unless prohibited by law).
9. Warranties and Disclaimers
9.1 Mutual Warranties
Each party represents and warrants that:
(a) it has the full power and authority to enter into this Agreement and to perform its obligations under it; and
(b) the execution and performance of this Agreement does not violate any other agreement to which it is a party.
9.2 Lily Warranties
Lily warrants that, during the Term:
(a) the Services will operate substantially in accordance with the written documentation provided by Lily, when used in accordance with this Agreement and the documentation; and
(b) it will provide the Services using reasonable skill and care in a professional and workmanlike manner.
Remedy:
If the Services fail to conform to the above warranty, Lily will, at its sole discretion:
(i) repair or replace the affected Services, or
(ii) if repair or replacement is not commercially reasonable, terminate the affected Services and issue a pro-rata refund of prepaid fees for the unused period.
This remedy is the Customer’s sole and exclusive remedy for breach of warranty.
9.3 Customer Warranties
The Customer represents and warrants that:
(a) it has all necessary rights and consents to provide Customer Data to Lily for processing under this Agreement;
(b) its use of the Services will comply with all applicable laws, including data protection and employment laws; and
(c) it will not use the Services for any unlawful, fraudulent, or infringing purposes.
9.4 Disclaimer
Except for the limited warranties set out in Section 9.2, the Services are provided “as is” and “as available.”
To the fullest extent permitted by law, Lily disclaims all other warranties, conditions, and representations, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
Lily does not warrant that:
the Services will be error-free, uninterrupted, or meet the Customer’s requirements,
that any data will be accurate or reliable, or
that any defects will be corrected.
10. Limitation of Liability
10.1 Exclusion of Certain Damages
To the maximum extent permitted by law, neither party shall be liable for any:
indirect, incidental, consequential, special, exemplary, or punitive damages,
loss of profits, revenue, business, goodwill, data, or anticipated savings,
business interruption or loss of opportunity,
even if the party was advised of the possibility of such damages.
This exclusion applies whether such damages arise under contract, tort (including negligence), strict liability, statute, or otherwise.
10.2 Lily’s Additional Exclusions
Lily shall have no liability for:
(a) loss, expiry, or forfeiture of Talent Tokens due to non-usage, Customer mismanagement, account compromise, or unauthorised use;
(b) any Customer Data inaccuracies or unlawful content provided by the Customer or its users;
(c) failures caused by third-party systems, integrations, telecommunications networks, or internet access outside Lily’s reasonable control; or
(d) the Customer’s failure to maintain adequate security controls over its environment, systems, and accounts.
10.3 Liability Cap
Except for the Excluded Claims listed in Section 10.4, Lily’s total aggregate liability for all claims, damages, and causes of action arising out of or relating to this Agreement shall not exceed the total fees paid by the Customer to Lily in the twelve (12) months immediately preceding the event giving rise to the claim.
10.4 Excluded Claims
The liability cap in Section 10.3 does not apply to:
(a) the Customer’s obligation to pay fees due under this Agreement;
(b) either party’s indemnification obligations under Section 11; or
(c) liability which cannot be excluded or limited by applicable law (such as fraud or death or personal injury caused by negligence).
10.5 Proportional Liability
Lily’s liability shall be reduced proportionally to the extent any loss or damage is caused by the Customer’s acts or omissions or those of its Authorised Users, contractors, or agents.
10.6 Claims Period
No action, claim, or proceeding may be brought against Lily more than twelve (12) months after the event giving rise to the claim.
11. Indemnification
11.1 By Lily
Lily shall defend and indemnify Customer against claims that the Services infringe third-party intellectual property rights.
11.2 By Customer
Customer shall defend and indemnify Lily against claims arising from:
Customer’s unlawful use of the Services,
Customer’s breach of this Agreement or the DPA,
Customer’s non-compliance with Applicable Data Protection Laws.
11.3 Conditions
The indemnified party must:
Promptly notify the indemnifying party,
Provide reasonable cooperation,
Allow the indemnifying party to control the defence.
12. Compliance and Anti-Corruption
12.1 Compliance with Laws
Both parties shall comply with all applicable laws, including anti-bribery and anti-corruption laws.
12.2 No Improper Payments
Neither party shall offer or accept bribes, kickbacks, or other improper payments.
13. General Terms
13.1 Entire Agreement
This Agreement, together with the Order Form, the Privacy Policy, and the DPA, constitutes the entire agreement between the parties and supersedes all prior agreements or representations.
13.2 Amendments
Amendments must be in writing and signed by both parties, except that Lily may update the Privacy Policy or DPA by posting updated versions online.
13.3 Assignment
Neither party may assign this Agreement without the other party’s written consent, except that Lily may assign it to an Affiliate or successor entity in connection with a merger, acquisition, or sale of assets.
13.4 Force Majeure
Neither party is liable for delays caused by events beyond its reasonable control, including natural disasters, pandemics, government actions, labour disputes, or internet outages.
13.5 Severability
If any provision is found invalid, the remaining provisions remain in full force.
13.6 Waiver
Failure to enforce any right is not a waiver of that right.
13.7 Governing Law and Jurisdiction
This Agreement is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of its courts.
13.8 Third-Party Rights
No third party shall have rights under this Agreement.
13.9 Counterparts and Electronic Signatures
This Agreement may be executed in counterparts, each constituting an original. Signatures via electronic means shall have the same legal effect as handwritten signatures.
13.10 Notices
Notices must be delivered by hand, email, or certified mail. Notices are deemed given:
upon delivery if by hand,
one business day after being sent by email,
three business days after mailing by certified mail.
Notices to Lily: legal@teamlily.ai
Notices to Customer: As set out in the Order Form.
13.11 Publicity Rights
Lily may use the Customer’s name and logo in its marketing materials and website unless Customer opts out in writing.
13.12 Export Control
Customer represents that neither it nor its users are located in a sanctioned country or on a restricted party list.
13.13 Independent Contractors
The parties are independent contractors and not agents or partners.
13.14 Survival
Sections 3, 4.5, 5.2, 6, 7, 8, 9.3, 10, 11, and 13 survive termination.