November Five Terms and Conditions

November Five BV, a private limited liability company, having its registered office at 2000 Antwerp (Belgium), Scheldestraat 11, and registered with the Crossroads Bank of Enterprises under company number 0820.822.413 (hereinafter referred to as “NOVEMBER FIVE”), is a software firm specializing in the design, development, operation, maintenance, and/or hosting of software and the related (strategy) services.

The Client may be any natural person or legal entity which enters into a contractual relationship of whichever nature with NOVEMBER FIVE in connection with their trading, business, artisanal, or professional activity (hereinafter referred to as the “Client”).

1. Application

The conclusion of an agreement with NOVEMBER FIVE entails the full and unconditional acceptance of these Terms and Conditions. The application of NOVEMBER FIVE’s Terms and Conditions excludes any other (general or particular) terms and conditions of the Client.

2. Agreement and Scope of the Services

• The offers of NOVEMBER FIVE are without obligation and do not bind NOVEMBER FIVE as such.

• Offers are valid for a period as indicated in the Statement of Work (SOW) or, in the absence thereof, for 30 (thirty) days following the date the SOW was sent to the Client.

• Orders from the Client not confirmed in writing by NOVEMBER FIVE are not binding.

An agreement is concluded only when both parties sign an SOW incorporating these Terms and Conditions.

SOWs are based on the information provided by the Client. Any change in that information may lead to price revisions and require a new SOW.

If there is a conflict between these Terms and Conditions and an SOW, the terms of the SOW take precedence.

3. Term

These Terms and Conditions come into effect upon the Effective Date and remain valid for the duration indicated in the relevant SOW.

Each SOW is intended to be fulfilled for its full duration, even if these Terms and Conditions expire, unless terminated due to:

• A material breach of these Terms and Conditions by the Client.

• An insolvency-related event of the Client.

4. Services

NOVEMBER FIVE shall:

• Carry out the Services as agreed upon in the relevant SOW.

• Use reasonable efforts to provide the Services in accordance with the agreed timetable.

• Deliver a copy of the Software, Deliverable(s), and Documentation via a secure online file-sharing system.

The Client acknowledges:

1. Delays in fulfilling their obligations under these Terms and Conditions may cause:

• Delays in the Services.

• Additional costs that will be charged to the Client in full.

2. NOVEMBER FIVE will ensure that the source code for the Software meets professional standards, is well-documented, and can be maintained by a third-party developer.

NOVEMBER FIVE will keep the Client reasonably informed about progress, inform them of substantial obstacles or delays, and provide a current development version of the Software for assessment and feedback.

5. Acceptance Procedure for Software

If agreed in the SOW, the Client shall conduct Acceptance Tests during the Acceptance Period.

Procedure:

• NOVEMBER FIVE grants the Client a non-exclusive, non-transferable right to use the Software during the Acceptance Period for testing.

• If the Client finds issues, they must provide NOVEMBER FIVE with detailed written results.

Outcomes:

(a) If NOVEMBER FIVE agrees there is non-compliance with the Acceptance Criteria, it will correct the issue and re-supply the Software for additional testing.

(b) If there is disagreement, both parties will meet to resolve the matter and agree on a plan of action.

The Client has up to 3 rounds of Acceptance Tests, after which NOVEMBER FIVE will be deemed in material breach if the Software still fails to meet the agreed criteria.

6. Fees and Payment Terms

• Fees are based on the SOW and payable either as time and materials, resource reservation, or fixed scope-fixed fee.

• Payments are due within 30 (thirty) days of invoice receipt.

• Late payments incur a 1% monthly interest charge and a 10% lump sum penalty (minimum €250).

7. Intellectual Property Rights

Ownership:

• Final deliverables and specific developments ordered by the Client will become the Client’s property upon full payment.

• NOVEMBER FIVE retains ownership of Generic Developments and reusable materials but grants the Client a license to use them with the Software or Deliverables.

8. Confidentiality

Both parties agree to:

• Protect Confidential Information with reasonable safeguards.

• Disclose it only on a “need-to-know” basis.

Confidentiality obligations remain for 2 years post-termination.

9. Data Protection

Both parties will comply with the General Data Protection Regulation (GDPR) and any replacements thereof. NOVEMBER FIVE will process personal data per applicable law and may include a Data Processing Addendum if necessary.

10. Liability

• NOVEMBER FIVE’s liability is limited to €25,000 for direct damages, except in cases of fraud, death, or personal injury.

• NOVEMBER FIVE is not liable for indirect damages or force majeure events.

11. Termination

An SOW may be terminated for:

• Material breach that cannot be remedied.

• Insolvency, liquidation, or other similar events affecting either party.

12. Miscellaneous

Governing Law:

These Terms and Conditions are governed by Belgian law and subject to the exclusive jurisdiction of the courts of Antwerp.

Severability:

If any provision is deemed invalid or unenforceable, the remaining provisions remain effective.

Definitions

Acceptance Criteria: Requirements the Software must meet to pass the Acceptance Tests.

SOW: Statement of Work specifying the project scope, terms, and conditions.

Services: Any services provided by NOVEMBER FIVE, including development, strategy, and maintenance.

Software: The software specified in the SOW.

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