General Terms and Conditions

Enterprise Agreement

Effective: Feb 2026

1. General

1.1 These General Terms and Conditions apply to any Lovable Services ordered by the Customer, as set out in the applicable Order Form.

1.2 By executing an Order Form that references these General Terms and Conditions, the Customer agrees to be bound by the terms and conditions set out herein and that these General Terms and Conditions shall form an integral part of the Agreement. In the event of a conflict or inconsistency between any of the Agreement documents, the order of precedence set out in the Order Form shall apply.

1.3 Any capitalized terms and expressions used in these General Terms and Conditions shall have the meaning given to them in the Definitions schedule.

2. Customer Affiliates

2.1 The rights granted to the Customer to use the Lovable Services subject to an applicable Order Form shall include a right for the Customer's Affiliates to use such Lovable Services within the scope of the use restrictions and other obligations related to the use of Lovable Services under the Agreement.

2.2 Any rights extended to the Customer's Affiliates are only available through the Customer (unless, as set out in Section 2.4, a Customer Affiliate has executed its own Order Form). No right (or any related remedy) shall be separately exercised by a Customer Affiliate and all limitations, exclusions and disclaimers applicable to the Customer shall include the Customer and its Affiliates in the aggregate and the Customer shall be liable for all acts and omissions of its Affiliates. The Customer shall at all times remain as Lovable's sole counterparty with respect to the Agreement.

2.3 If any Customer Affiliate would cease to be an Affiliate, the right to use the Lovable Services subject to this Section 2 shall immediately cease.

2.4 Notwithstanding what is set out in this Section 2, nothing shall prevent Customer Affiliate(s) to in their own names conclude Order Form(s) for the purchase and use of Lovable Services. In such case, the Customer Affiliate shall be deemed a "Customer" and have a direct contractual relationship with Lovable.

3. Fees, Payments and Price Adjustments

3.1 The Customer shall pay the fees set out in the Order Form and in accordance with the terms and conditions set out in the Agreement.

3.2 Unless otherwise expressly agreed in the applicable Order Form, payment obligations are non-cancellable and paid fees are non-refundable. Invoices are due thirty (30) days from the date of the invoice. All fees are excluding Taxes. The Customer is responsible for paying all Taxes applicable at the time and associated with its purchases set out in the Order Form. If Lovable has the legal obligation to pay or collect Taxes for which the Customer is responsible under the Agreement, the Customer shall reimburse Lovable for that amount unless the Customer provides Lovable with a valid tax exemption certificate authorized by the applicable tax authority. If any withholding tax is required by law, Customer will gross up the payments so that Lovable receives the full fees owed net of such taxes. Lovable shall be solely responsible for Taxes assessable against Lovable based on its income (other than such withholding Taxes), property and employees.

3.3 The Customer shall not be entitled to withhold, reduce, set-off or make deductions from any amounts due under this Agreement. In the event of late payment, Lovable shall be entitled to charge interest corresponding to the higher of (i) one (1) percent of the due amount per calendar month, or (ii) the maximum amount permitted by applicable law. If outstanding fees are more than thirty (30) days overdue, Lovable may, without limiting its other rights and remedies, suspend its performance under the Agreement and the Customer's access to the Lovable Services, provided Lovable during that thirty-day period have given the Customer a written reminder and at least ten (10) days to remedy the non-payment.

3.4 Unless otherwise set out in the Order Form, Lovable will invoice the first Subscription Fees in connection with the signing of the Agreement. Subsequent Subscription Fees will be invoiced annually in advance.

3.5 Unless otherwise specified in Product Terms, maintenance services including continuous bug fixes, error corrections, and rectification of other equivalent defects brought to Lovable's attention shall be included in the Subscription Fees.

3.6 If Implementation Services are ordered from Lovable under the applicable Order Form and unless otherwise is set out in the applicable Product Terms, Lovable will invoice the fees for Implementation Services after Lovable has completed all tasks included in Implementation Services, as agreed in the applicable Statement of Work.

4. Volume

4.1 The Customer agrees that its use of the Software Solutions is subject to the Volume set out in the applicable Order Form; provided that Customer is free to purchase additional Volume at any time at the special discounted rates available to Customer and that use in excess of the agreed Volume is not a breach of this Agreement but instead merely triggers Section 4.4 below.

4.2 The Volume ordered by the Customer may be decreased/scaled down during the Subscription Term, but such decrease/downscaling will not entitle Customer to any refund.

4.3 Lovable reserves the right to embed a reporting mechanism in the Software Solutions solely to monitor the Volume. The reporting mechanism collects usage statistics (which such statistics shall not contain and shall not be derived from Customer Data or other Confidential Information of the Customer) on an aggregated level and does not transmit any technical, production or business data that the Customer processes with the Software Solutions.

4.4 Should Lovable find that the Customer's use exceeds agreed Volume, Lovable shall recalculate and increase the Subscription Fee in proportion to such overuse, and invoice the Customer the delta between (i) the Subscription Fees paid by the Customer based on the agreed Volume, and (ii) the increased Subscription Fee by virtue of the Customer's actual Volume.

5. Confidentiality

5.1 For the Subscription Term and for a period of five (5) years thereafter, each Party agrees:

• (a) to hold all Confidential Information disclosed hereunder to it in confidence and to use at least the same degree of care that it uses to protect its own Confidential Information (but no less than reasonable care);
• (b) to use such Confidential Information solely for the purposes of the Agreement; and
• (c) not to disclose any such Confidential Information to anyone except its employees, Affiliates, and contractors on a need-to-know basis as required for a Party's fulfilments of its requirements under the Agreement provided that such individuals or entities are subject to obligations of confidentiality no less stringent than those set out herein.

5.2 Each Party shall be liable for the acts and omissions of any employees, Affiliates, and contractors as it is for its own acts and omissions.

5.3 A Party may disclose Confidential Information (i) if approved by the other Party in writing, or (ii) to the extent compelled to do so by law (including regulations of a recognized stock exchange or multilateral trading facility), provided a Party gives the other Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing Party's cost, if the disclosing Party wishes to contest the disclosure. Moreover, each Party shall be entitled to disclose Confidential Information to its professional advisors (meaning any lawyers, auditors or accountants, but excluding any other sub-contractors, agents or representatives) solely for the purposes of receiving advice or services from the relevant advisor and provided such advisor(s) comply with equivalent confidentiality obligations to those imposed under this Agreement.

5.4 The Parties acknowledge that, in addition to any other remedies that may be available by law, a Party may seek such injunctive relief, specific performance or other remedy as may be deemed proper by a court or any other competent body.

6. Liability and Limitation of Liability

6.1 Each Party shall compensate the other Party for any damages caused by breach of the Agreement, subject to the limitations in this Section 6 or as otherwise set out in the Agreement.

6.2 In no event shall a Party, or its Affiliates, be liable under or in connection with the Agreement for any indirect, consequential, special, exemplary or incidental cost, loss or damage, or for any loss of profits, revenue, production, business opportunity, or loss of anticipated savings, goodwill or reputation, or loss or corruption of data, howsoever arising, even though the Parties may be aware of the possibility or likelihood of such cost, and regardless of the form of action or whether arising in contract, tort, negligence, by statute or otherwise.

6.3 Each Party's maximum, cumulative and total liability for all obligations and liabilities arising under or in connection with the Agreement, whether in contract, tort, negligence, by statute or otherwise, shall in no event exceed the total Subscription Fee paid by the Customer to Lovable under the applicable Order Form in the Contract Year during which the claim was made.

6.4 Neither Party excludes or limits its liability for (i) gross negligence of wilful misconduct (ii) death or personal injury caused by the negligence or wilful default of that Party, (iii) a breach of Section 4 (Confidentiality), (iv) any indemnity obligations set out in the Agreement, (v) any unauthorised use of the Lovable Services or infringement of Intellectual Property Rights, or (v) any other liability which cannot be excluded by law.

6.5 Lovable shall not be in breach of the Agreement in respect of any non-performance of any of its obligations hereunder if and to the extent such non-performance is a consequence of (i) the Customer's failure to comply with its obligations under the Agreement or, (ii) a breach by caused by any Third Party Software, provided that Lovable uses all reasonable endeavours to mitigate the reason for the non-performance and to perform the Lovable Services notwithstanding the reason for the non-performance.

7. Indemnity

7.1 Lovable agrees to indemnify the Customer against third party claims related to the Customer's use of the Lovable Services, or parts thereof, infringes such third party's intellectual property rights. Lovable's obligation hereunder is subject to the Lovable Services being used in accordance with the terms and conditions set out in this Agreement and the conditions set out in this section 7. For the avoidance of doubt, the indemnity in this section 7 shall not apply to any Third-Party Software.

7.2 Lovable's obligation to indemnify the Customer under this section 7 shall only apply provided that the Customer i) promptly notifies Lovable in writing of the claims brought against the Customer, ii) allows Lovable the sole control of the defense and to solely decide on all related settlement negotiations, and iii) acts in accordance with Lovable's reasonable instructions and cooperates and assists Lovable to the extent reasonably requested by Lovable.

7.3 Subject to sections 7.1 and 7.2, Lovable shall indemnify the Customer for such damages, liabilities, costs or expenses as are awarded in a final judgement or in a settlement.

7.4 If the Lovable Services infringes third party intellectual property rights and the use of the Lovable Services is prevented or restricted by virtue of such infringement, Lovable shall at its own expense and option:

• (a) Procure the licenses necessary for the Customer's continued use of the affected Lovable Services;
• (b) Replace the infringing Lovable Service or parts thereof with equivalent software;
• (c) Amend the Lovable Service in a way that the Lovable Service ceases to infringe third party intellectual property rights; or
• (d) If neither of the above listed options are possible, terminate the Agreement with immediate effect and refund any prepaid fees.

7.5 This section 7 constitutes the entire liability of Lovable, and the Customer's sole and exclusive remedy, with respect to any third-party claims of infringement of intellectual property.

7.6 The Customer shall fully indemnify and hold Lovable, its Affiliates, and each of their directors, officers, agents, and representatives harmless from and against any and all damages, costs and expenses (including reasonable fees of attorneys and other professionals) arising from any third-party claims related to the Customer's infringement of such third-party's intellectual property rights, including any infringements related to the intellectual property rights in Third-Party Software.

8. Technical Requirements

The Customer acknowledges that Lovable's delivery of a Software Solution may be dependent on the Customer's compliance with the technical requirements set out in the Product Catalogue for each Software Solution.

9. No Warranty for Third-Party Software

9.1 Subject to what is set out in any Product Terms relating to Third-Party Software, the Customer acknowledges that each Third-Party Software is a standard product and is delivered "as is" and Lovable leaves no warranties or representations, whether expressed or implied to the Customer with regard to the Third-Party Software and expressly disclaims any liability, including but not limited to, functionality, fitness for purpose, loss of data, availability or freedom from errors and bugs.

9.2 Lovable does not warrant that any Third-Party Software will function together with any third-party products. Moreover, Lovable disclaims all liability for any harm, damages or other liability caused by any third-party product used in connection with the Third-Party Software.

9.3 The Customer acknowledges that the applicable Product Terms for Third-Party Software may include limited warranties and representations provided by the Third-Party Software Vendor.

10. Term and Termination

10.1 The Agreement shall apply for as long as the Customer has a valid subscription or an ongoing Consultancy Service under an applicable Order Form. The Subscription Term for each Lovable Service ordered are set out in the applicable Order Form.

10.2 Unless terminated by Lovable or the Customer giving at least three (3) months written notice to the other Party prior to the end of each Initial Subscription Term, the subscription for the relevant Software Solution shall be prolonged automatically for consecutive periods of twelve (12) months each (an Extended Subscription Term). Termination of an Extended Subscription Term must be made at latest three (3) months prior to the end of the then current Extended Subscription Term. If not terminated within three (3) months prior to the end of the then current Extended Subscription Term, the subscription will be automatically prolonged for new Extended Subscription Term until terminated in accordance with the Agreement.

10.3 The term for Consultancy Services are set out in the Consultancy Services Terms or the relevant Statement of Work.

10.4 Either Party may terminate the Agreement, or parts thereof, if:

• (a) the other Party commits or permits a material breach of the Agreement (including failure to pay) and the other Party fails to cure such breach, if the breach is capable of cure, within thirty (30) days of receipt of written notice from the terminating Party giving details of such breach; or
• (b) if the other Party is subject to an Insolvency Event.

10.5 The Customer acknowledges that Lovable may rely on third-party products and services (such as Third-Party Software) to provide Lovable Services. To the extent the relevant third-party supplier no longer provides such third-party products and services to Lovable, for whatever reason, and Lovable cannot reasonably find a suitable replacement provider, Lovable shall be entitled to terminate the affected Lovable Service with immediate effect.

10.6 Termination does not release either Party from any liability which, at the time of such termination, had already accrued to the other Party or which is attributable to a period prior to such termination, nor preclude either Party from pursuing any rights or remedies it may have pursuant to the terms of the Agreement with respect to any breach of the Agreement. Termination or expiration shall not relieve the Customer of its obligation to pay all fees that have accrued prior to the Effective Date of such termination or expiration or are otherwise payable to Lovable under the Agreement.

10.7 Any work that may require the Customer to engage Lovable in connection with termination or expiry of the Agreement, e.g. to conduct certain de-installation, modifications or other termination activities related to the Software or parts thereof affected by such termination, such as migration or other transition services, shall be ordered as Consultancy Services.

10.8 If the Agreement is terminated by virtue of Lovable's material breach, the Customer shall be entitled refund for any fees already paid by Customer, for Services not delivered by the time of termination, including without limitation, the pro-rata portion of the Annual Subscription Fee.

11. Miscellaneous

11.1 Notice

Except as otherwise specified in this Agreement, all notices related to this Agreement shall be in writing and shall be effective upon (i) personal delivery, (ii) the fourth Business Day after mailing, or (iii) the day of sending by email to each Party's designated contact set out in the applicable Order Form, or that otherwise has been communicated to and confirmed by Lovable. Billing-related notices to the Customer shall be addressed to the relevant billing contact designated by the Customer in the applicable Order Form. All other notices to the Customer shall be addressed to the relevant role/individual designated by the Customer.

11.2 Publicity

Customer agrees: i) to allow for and to cooperate with Lovable in the creation of at least one (1) case study related to Customer's use of the Services, including materials and testimonials; ii) to participate in up to two (2) reference calls per year with prospective customers; iii) to participate in one (1) speaking slot at marketing events on behalf of Lovable, provided that if Customer's representative is required to attend such event in person, the parties may discuss responsibility for travel costs (and Lovable shall have no obligation for expenses except those pre-approved in writing) (iv) Lovable may use Customer's name, logo and trademark on its website and in marketing materials in connection with the approved case study. Any other usage of Customer's name, logo, and trademarks will need to be approved by Customer in each instance of use. Customer acknowledges and agrees that Lovable does not certify or endorse, and has no obligation to certify or endorse, any of Customer's products, services, or content.

11.3 Assignment

The Customer may, with the prior written consent of Lovable, transfer or assign the Agreement (such consent not being unreasonably withheld or delayed). Any assignment or transfer attempted without the written consent of Lovable shall be null and void. Lovable may assign, in whole or in part, the Agreement, to any Lovable Affiliate subject to providing the Customer with prior written notice. The Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective successors and permitted assignees.

11.4 Subcontractors

Lovable may engage subcontractors for the performance, in whole or in part, of any work under the Agreement. Lovable shall be responsible for such subcontractor's work as if it were its own personnel.

11.5 Force Majeure

Neither Party shall be responsible or liable for delays, business interruption, or failure of performance (except obligations to pay) to the extent resulting from a Force Majeure Event. A Party experiencing such Force Majeure Event shall notify the other Party as soon as possible under the circumstances and take commercially reasonable steps to mitigate the effect of the Force Majeure Event.

11.6 Entire Agreement

The Agreement shall be the entire agreement between the Parties regarding its subject matter, and shall supersede all other representations, understandings, or agreements, whether oral or written, between the Parties relating to such subject matter. What is set out in this Section 10.6 shall not apply with respect to provisions, set out in an Order Form not forming part of the Agreement, that the Parties expressly have agreed shall apply to this Agreement.

11.7 Waiver

No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.

11.8 Survival and severability

Sections 3 (Fees and payments), 5 (Confidentiality), and 6 (Liability and limitations of liability), and any other provisions which, in order to give effect to its meaning, needs or is intended to survive termination or expiration, shall remain in full force and effect until they are satisfied or by their nature expire. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be deemed null and void, and the remaining provisions of the Agreement shall remain in effect.

11.9 Relationship of the Parties

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Neither Party is the representative of the other Party for any purpose and neither has power or authority to act as agent or employee or to represent, act for, bind, or otherwise create or incur any obligation on behalf of the other Party.

11.10 Lovable Entity, governing law, dispute resolution and notice

The Lovable Entity entering into this Agreement, the address to which the Customer should direct notices under this Agreement, the governing law that shall apply to any dispute, controversy or claim arising out of or in connection with the Agreement and the applicable dispute resolution clause is set out in this Section 11.10 in the table below.