MASTER SERVICES TERMS

These Master Services Terms (“Terms”) govern the provision of services by Novlini SAS, a French société par actions simplifiée registered under number 881 482 343 and located at 14 avenue Victoria, 75001 Paris (“Service Provider”), to any professional client (“Client”).

Each Statement of Work (“SOW”) incorporating or referring to these Terms forms a binding contract between the Parties (together, the “Agreement”).

Validation of any SOW, written confirmation, or commencement of performance constitutes full acceptance of these Terms.

1. PURPOSE: These Terms define the conditions under which the Service Provider performs consulting, advisory, implementation, configuration, integration, automation, CRM systems design, data architecture, marketing, growth, technical integrations, ongoing optimization, and related services for the Client (the “Services”), as detailed in each SOW.

2. FORMATION OF THE AGREEMENT: The Agreement becomes effective upon the earliest of the following:

a) signature or written acceptance of the SOW by the Client,

b) approval by email or any written form,

c) commencement of performance by the Service Provider.

The SOW prevails over any prior proposal, discussion, or Client purchasing terms. The Client’s purchasing terms are expressly excluded.

3. PERFORMANCE OF THE SERVICES

3.1 Cooperation: The Service Provider performs the Services independently and retains full control over methods, tools, and resources used.

3.2 Subcontracting: The Service Provider may subcontract any portion of the Services. The Service Provider remains fully responsible to the Client for the acts of its subcontractors.

3.3 Scope Changes: Any change to the initial scope (additional tasks, urgent requests, modified deadlines, new deliverables) must be subject to a written estimate (scope, cost, timeline) approved by the Client.

No out-of-scope work will be performed without prior written approval.

3.4 Deliverable Acceptance: The Client has 15 calendar days from delivery to notify specific and reproducible defects in writing.

Absent written reservations within this period, deliverables are deemed accepted.

3.5 On-Site Work: If Services are performed on the Client’s premises, the Service Provider complies with the Client’s reasonable security and safety rules.

3.6 Advisory and Support Services: Certain Services may consist of advisory, strategic support, system optimization, or troubleshooting rather than the delivery of specific deliverables. In such cases, the Service Provider performs the Services as a professional consulting service without guarantee of specific outcomes, business results, or performance improvements.

4. CLIENT OBLIGATIONS: The Client shall provide all information, access rights, accounts, credentials, environments, validations, and resources needed for the Services. The Client designates a single decision-making contact.

Any delay or deficiency attributable to the Client automatically extends deadlines and may adjust pricing.

The Client warrants the accuracy, lawfulness, and reliability of all data provided.

5. TERM: The duration of the Services is defined in each SOW.

Ongoing or recurring Services, including advisory or retainer engagements, with no explicit end date are considered open-ended and may be terminated by either Party with one (1) month written notice unless otherwise specified in the relevant SOW.

6. FINANCIAL TERMS

6.1 Pricing: Prices are stated in euros and exclusive of taxes. VAT will not apply for non-EU clients or EU clients with a valid VAT number.

6.2 Payment: Payment terms are defined in the relevant SOW. Unless otherwise specified, invoices are payable upon receipt. For recurring or retainer services, invoices may be issued in advance for the upcoming billing period. In case of late payment, the Service Provider may suspend Services 48 hours after a written notice (email acceptable) remains unanswered.

6.3 Late Payment Fees: Statutory interest and a fixed recovery fee of EUR 40 apply to overdue amounts.

6.4 Expenses: Professional expenses (travel, accommodation, meals, specific purchases) are re-invoiced at cost with receipts.

6.5 Retainer Services: Certain Services may be provided on a recurring monthly basis (the “Retainer Services”) as defined in the relevant Statement of Work.

Unless otherwise specified in the SOW:

• Retainer fees are invoiced in advance at the beginning of each billing period.

• The retainer includes the scope, time allocation, or service capacity described in the SOW.

• Unused hours or service capacity do not roll over to subsequent periods unless expressly agreed in writing.

• Work exceeding the retainer scope may be invoiced separately at the Service Provider’s standard rates.

• Retainer Services are provided on a best-effort basis and do not include guaranteed response times unless explicitly defined in the SOW.

7. WARRANTIES AND LIABILITY

7.1 Warranty: The Service Provider warrants having the necessary skills to perform the Services. The warranty is limited to correction, re-performance, or replacement of non-conforming deliverables.

7.2 Limitation of Liability: The Service Provider’s total aggregate liability for all claims is strictly capped at the total fees paid by the Client for the specific SOW or period concerned.

Excluded from liability are:

• indirect or consequential damages,

• loss of profit, loss of business, loss of reputation,

• loss of data,

• third-party overcharges or costs.

7.3 Third-Party Tools: The Services may involve third-party software, platforms, APIs, or components governed by their own licences and conditions. No warranty is given on these third-party elements.

8. CONFIDENTIALITY: Each Party must keep confidential all non-public information received in connection with the Services for five (5) years after the end of the Agreement.

The Service Provider may reference the Client name and logo in its commercial materials unless the Client objects in writing.

9. INTELLECTUAL PROPERTY: The Service Provider retains all rights to its methods, models, frameworks, scripts, libraries, technical assets, internal tools, and general know-how. Upon full payment, the Client receives a non-exclusive, non-transferable internal use licence to the deliverables produced under the relevant SOW. No IP ownership is transferred.

10. PERSONAL DATA: The Client remains solely responsible for all personal data contained in its tools (CRM platforms, marketing systems, prospecting tools, etc.) and for compliance with applicable data protection laws.

When processing data on behalf of the Client, the Service Provider acts as a processor and shall:

a) process data only per the Client’s documented instructions,

b) not use data for its own purposes or store local copies,

c) process data only within authorised environments,

d) implement appropriate security measures,

e) impose confidentiality obligations on staff and subcontractors,

f) use subprocessors only as needed for the Services,

g) notify the Client of data breaches within a reasonable time,

h) delete or return data at the end of the Services unless legally required otherwise.

The Client remains responsible for informing data subjects, ensuring legal bases, ensuring compliance, and managing data subject rights.

11. NON-SOLICITATION: The Client shall not solicit or hire, directly or indirectly, any employee, subcontractor, consultant, or collaborator of the Service Provider, nor any person employed by or working with the Service Provider within the past twelve (12) months.

This restriction applies during the Services and for twelve (12) months after completion.

In case of breach, the Client shall pay liquidated damages equal to fifty percent (50%) of the total fees (excluding tax) paid under the relevant SOW.

These damages apply per breach and per person and are payable upon first demand, without prejudice to further remedies.

12. INDEPENDENCE – NON-EXCLUSIVITY: The Parties remain independent contractors.

The Service Provider may work for other clients, including competitors of the Client, subject to confidentiality.

13. TERMINATION FOR CAUSE: Either Party may terminate the Agreement for material breach not remedied within ten (10) days of written notice.

Fees due, incurred, or committed as of the termination date remain payable.

14. FORCE MAJEURE: Neither Party is liable for delays or failures caused by events beyond reasonable control (“force majeure”), including natural disasters, cyberattacks, governmental actions, or major service outages.

If the force majeure event lasts more than thirty (30) days, either Party may terminate the affected Services.

Amounts already due remain payable.

15. WAIVER: Failure to enforce any right does not constitute a waiver of future enforcement.

16. ASSIGNMENT: The Service Provider may assign these Terms to any affiliated entity.

The Client may not assign rights or obligations without prior written approval from the Service Provider.

17. GOVERNING LAW - ASYMMETRIC JURISDICTION: These Terms are governed by French law.

• If the Client brings a claim against the Service Provider: exclusive jurisdiction lies with the courts of Paris, France.

• If the Service Provider brings a claim against the Client: the Service Provider may bring proceedings before the courts of the Client’s registered office or any other competent court of its choosing.

18. ACCEPTANCE: Approval of the SOW, any written confirmation, or commencement of the Services constitutes full acceptance of these Terms without reservation.