Managed Services Terms and Conditions

Enfusion and Client (each a “Party” and collectively, the “Parties”) intend for these Managed Services Terms and Conditions (these “MS T&Cs”) to be attached to and incorporated in the Master Services Agreement (the “Agreement”) between the Parties and constitute the agreement between the Parties for these MS T&Cs to be added to the Agreement in the event that Client engages Enfusion to provide MS Services (as defined herein). If there is any inconsistency between the terms of the Agreement and these MS T&Cs, the terms of these MS T&Cs shall prevail. The term “Agreement” as used herein shall include these MS T&Cs, the Agreement, the General Terms and Conditions (as defined in the Agreement), and any other relevant Product T&Cs (as defined in the General Terms and Conditions) for all purposes.  All capitalized terms used but not defined in these MS T&Cs shall have the meanings given in the Agreement and the General Terms and Conditions.

1. Definitions. For the purposes of these MS T&Cs, the following terms shall have the following meanings:
2. 1. “Client Profile” means the client profile components to which the MS Services shall be performed as detailed in Section 8(b) of the Agreement and as adjusted from time-to-time in accordance with the terms of these MS T&Cs.
   2. “MS Services” means the services, which will be delivered as a package, performed by Enfusion as detailed on Section 8(a) of the Agreement and as adjusted from time-to-time in accordance with the terms of these MS T&Cs.
   3. “Service Fee” means the monthly fee as detailed in Section 3 of the Agreement to be paid by Client to Enfusion for performance of the MS Services, as adjusted from time-to-time in accordance with the terms of these MS T&Cs and the Agreement.
   4. “Supporting Parties” means collectively, Client’s agents, prime brokers, counterparties, brokers, custodians, fund administrators, counsel, advisors, auditors, clearing agents, trading advisors, and other similar entities, agents, or Representatives.
   5. “Trade” “Trade” as it pertains to exchange-traded products, means the aggregate fills of a particular order, on the same day, of the same financial instrument, transacted through the same broker. “Trade” as it pertains to over-the-counter products, means a bilateral agreement made outside of a securities exchange, entered into on a particular day, which specifies the terms of settlement for a financial instrument or set of instruments.

2. MS Services: Enfusion agrees to provide the MS Services in accordance with the terms and conditions of the Agreement and these MS T&Cs. It is expressly agreed and understood that the MS Services to be performed by Enfusion are limited solely to the MS Services explicitly set forth in Section 8(a) of the Agreement, as such MS Services apply to the Client Profile. Accordingly, any MS Services not selected or listed in Section 8(a) of the Agreement and profile components not listed on the Client Profile in Section 8(b) of the Agreement are outside of the scope of the Agreement and these MS T&Cs. Unless explicitly stated otherwise in the Agreement or change order, Client’s termination rights under this MS T&Cs shall follow Client’s termination rights described in the General Terms and Conditions.

3. Added After Effective Date: From time-to-time Client may desire to add, expand the scope of, or adjust, the MS Services or Client Profile after the Effective Date (or change order/amendment data if Client adds services under these MS T&Cs following the Effective Date). Any desired expansion of or adjustment to the MS Services or Client Profile will be governed by and effectuated in accordance with terms of these MS T&Cs and the Agreement. In such instances, Client’s authorized Representative shall e-mail Enfusion’s help desk or implementation team requesting such changes with particularity. The relevant Enfusion Representative will provide Client’s authorized Representative with the expected additional monthly, setup, or development fees. Unless the Parties enter into a separate written agreement, amendment, or change order, Client’s authorized Representative will then approve or deny the additional fee(s) via e-mail. Once Client’s consent is provided the additional fee(s) will become binding upon Client and treated as if part of the Agreement. Enfusion reserves the right to deny any Client request.

4. Information Delivery:
   1. Client agrees and covenants to provide Enfusion access to all information and data necessary for Enfusion to perform its obligations hereunder. Enfusion will perform the MS Services subject to: (i) Client providing Enfusion access to all necessary information and data; (ii) all applicable laws, rules or regulations; and, (iii) the terms and conditions of the Agreement and these MS T&Cs.
   2. Client agrees and covenants to deliver, and cause Supporting Parties to deliver, in a timely manner, to Enfusion as specified by these MS T&Cs or as otherwise agreed upon by the Parties, all information and documentation (including accurate and complete information and data pertaining to Client’s transactions, transactions made on behalf of Client, or actions taken by Supporting Parties related to Client’s transactions) necessary for Enfusion to fulfill its obligations and provide the MS Services described in these MS T&Cs.
   3. Client agrees to use commercially reasonable efforts to identify any errors or omissions upon receipt of any reports or other communications provided by Enfusion. If Client identifies any error or omission, Client agrees to promptly notify Enfusion.

5. Duty of Care:
   1. Enfusion will use commercially reasonable efforts to take the actions necessary and proper to perform the MS Services and fulfill its obligations, including: (i) using reasonable care when performing the MS Services; and, (ii) promptly notifying Client if Enfusion believes Enfusion is unable to perform any of the MS Services contracted for under the Agreement. NOTWITHSTANDING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNLESS ARISING OUT OF ENFUSION’S OR ITS REPRESENTATIVES’ GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, ENFUSION SHALL HAVE NO LIABILITY WHATSOEVER TO CLIENT FOR ANY PROBLEMS IN, OR CAUSED BY, THE MS SERVICES OR ANY RELATED DOCUMENTATION, WHETHER DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL (INCLUDING LOST PROFITS, GOODWILL, USE, OR DATA) EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Client’s sole recourse for Enfusion failing to perform the MS Services in accordance with the above shall be for Enfusion to reperform the non-conforming MS Services.
6. Representations & Warranties:
   1. 1. ENFUSION PROVIDES THE MS SERVICES ON AN “AS-IS” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND. ENFUSION MAKES NO EXPRESS OR IMPLIED WARRANTY CONCERNING THE MS SERVICES AND EXPRESSLY EXCLUDES ANY IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS, OR STATEMENTS MADE ON OR PRIOR TO THE PROVISION OF MS SERVICES. THERE IS NO GUARANTEE THAT THE MS SERVICES WILL MEET CLIENT’S REQUIREMENTS, BE ERROR FREE, OR OPERATE WITHOUT INERRUPTION. ENFUSION SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY DAMAGES CAUSED BY ERRORS, INACCURACIES, OMMISSIONS, OR OTHER FAILURES IN, OR DELAYS, OR INTERRUPTIONS OF MS SERVICES FROM WHATEVER CAUSE.

 

7. Service Hours: Enfusion will provide MS Services support from 8:00 PM EST Sunday until 8:00 PM EST Friday. Enfusion’s relevant local offices will be closed for relevant local, federal, and statutory holidays. Client understands and acknowledges, Enfusion may be unable to provide MS Services or MS Services may be limited on days that necessary Supporting Parties are closed for holidays or other reasons not listed in this Section.

 

8. Services; Changes to Services: Section 8(a) of the Agreement explicitly and completely lays out the MS Services Enfusion agrees to provide for Client. If Client desires to change the scope of its MS Services, Client will do so in accordance with Section 10(b)(i) below.

 

9. Client Profile; Changes to Client Profile: Section 8(b) of the Agreement explicitly and completely lays out the specific Client Profile components upon which the MS Services shall be performed. If Client desires to add to or expand the scope of the Client Profile, Client will do so in accordance with section 10(b)(i) below.

 

10. Fees:
    1. Monthly Invoice: Client will receive an invoice detailing Client’s Service Fee on a monthly basis in arrears. Client’s Service Fee, which is detailed in Section 3 of the Agreement (as adjusted from time-to-time by the terms of this Agreement), covers the MS Services for the described Client Profile and will begin to accrue on the Effective Date (or change order/amendment data if Client adds services under these MS T&Cs following the Effective Date).
    2. Service Fee Adjustments: Client’s Service Fee may be adjusted from time-to-time in accordance with the terms of these MS T&Cs.
       1. MS Services or Client Profile Changes: If Client desires to change its MS Services or Client Profile, an authorized Client Representative shall e-mail the e-mail address assigned to Client by Enfusion for MS Services support matters requesting such changes with particularity. A relevant Enfusion Representative will provide Client’s authorized Representative with the expected changes to the Service Fee. Unless the Parties enter into a separate written agreement, amendment, or change order, Client’s authorized Representative will then approve or deny the changes via e-mail. Once Client’s consent is provided the changes, including changes to the Service Fee will become binding upon Client and treated as if part of the Agreement. Enfusion reserves the right to deny all Client requests to add MS Services or change the Client profile following the Effective Date (or change order/amendment data if Client adds services under these MS T&Cs following the Effective Date). Note: If Client desires a change that requires new development, connectivity, or implementation, additional one-time development fees may apply.
       2. Unforeseen Difficulties: From time-to-time, Enfusion, in its sole and exclusive discretion (acting in good faith), may determine the Service Fee shall be increased because the nature of, or the resources necessary to perform, the MS Services exceed or materially differ from the reasonable expectations of the Parties when executing this Agreement. If Enfusion determines the Service Fee shall be increased, Enfusion will provide no less than thirty (30) days’ prior written notice to Client. Such notice shall indicate: (A) Enfusion’s intent to increase the Service Fee; (B) the amount the Service Fee is to be increased to; (C) when the increase shall take effect; (D) the nature of the Service Fee increase (e.g. unanticipated complexities or extended scope of service); and, (E) the corrective actions (if any) Client may take to negate any Service Fee increase. Upon receipt of any such notice, Client may: (1) within thirty (30) days, reduce or alter its activities to conform with the corrective actions described in the notice; (2) accept the Service Fee increase; or, (3) within thirty (30) days indicate in writing that Client would like to terminate the MS Services. If Client does not respond to the notice, Enfusion shall adjust the Service Fee accordingly and continue to provide MS Services with the increased requirements.
       3. One-time Fees: From time-to-time Client may request ad hoc services, or changes to the MS Services or Client Profile that require new development, new connectivity, or an implementation period. In such instances, Client may incur a one-time fee; however, Enfusion will communicate and Client will consent to such one-time fee before Enfusion takes the action that would cause Client to incur the fee. For clarity, Enfusion will retain all ownership and Intellectual Property rights to new software developed by Enfusion (or its Representatives) and is free to share the enhancements with its other clients without restrictions or prior authorization.
       4. Annual Increase: Client’s contracted for monthly fees will remain fixed for one (1) year from the Effective Date (or change order/amendment data if Client adds services under these MS T&Cs following the Effective Date). Thereafter, once per year, Enfusion will have the right to increase monthly fees by three (3) percent or the average annualized rate of increase over the previous twelve (12) months of the US Consumer Price Index, not Seasonally Adjusted, as published by the Bureau of Labor Statistics of the United States Department of Labor, whichever is higher. Enfusion will provide Client with no less than forty-five (45) days’ prior written notice of an annual increase of such fees.

1. 3. Service Fee: Client’s Service Fee shall be as set forth in Section 3 of the Agreement and is subject to change in accordance with the terms and conditions of these MS T&Cs and the Agreement.