EULA BYOL

Welcome — Before You Read the Legal Terms

This agreement governs your use of Factorise software when deployed in your own environment (what we call “Bring Your Own License” or BYOL). We’ve written this to be as clear as possible, but it’s still a legal document, so please read it carefully.

What BYOL means for you

When you choose BYOL deployment, you’re taking on more control—and more responsibility—than with our hosted SaaS offering. Here’s the practical summary:

You control your environment. The Factorise software runs on your infrastructure (or your chosen cloud provider), using your own Mendix license. Your data stays entirely within your environment. We never access it unless you explicitly ask us to help with something.

Support works through your partner. If you purchased through an authorized Factorise partner, they provide your first line of support. They know your implementation, your customizations, and your business context. When issues require our involvement, your partner escalates to us.

You manage updates. We provide software updates and patches. You (or your partner) decide when and how to deploy them in your environment. We recommend staying current, and we support the current major version plus the immediately preceding one.

You own your customizations. Any applications, workflows, or integrations you build on top of Factorise belong to you. We own the core platform; you own what you create with it.

Now, the formal legal terms follow. These govern our relationship and are binding once you sign an Order Form that references this agreement.

End User License Agreement

This End User License Agreement (this “Agreement”) is entered into between Factorise B.V., a company incorporated under the laws of the Netherlands, with its registered office at Stationsplein 45, 3013AK Rotterdam, The Netherlands (“Factorise,” “we,” “us,” or “our”), and the entity identified in the applicable Order Form (“Customer,” “you,” or “your”).

By signing an Order Form that references this Agreement, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions set forth herein.

  1. Definitions

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting securities or equivalent voting interests of such entity.

1.2 “Authorized Partner” means a third party that has entered into a valid partner agreement with Factorise and through whom Customer has purchased the Licensed Software.

1.3 “Authorized Users” means Customer’s employees, contractors, and agents who are authorized by Customer to access and use the Licensed Software under the rights granted to Customer pursuant to this Agreement.

1.4 “Confidential Information” means all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, the Licensed Software, Documentation, business plans, technical data, product designs, pricing, and customer information.

1.5 “Customer Data” means all data, content, and information that Customer or its Authorized Users input, upload, or otherwise transmit to or through the Licensed Software, as well as all data generated by Customer’s use of the Licensed Software.

1.6 “Customer Environment” means Customer’s own information technology infrastructure, whether on-premises or hosted by a third-party cloud provider selected by Customer, in which the Licensed Software is deployed.

1.7 “Customizations” means any applications, modules, workflows, integrations, configurations, or other software developed by or on behalf of Customer using or in connection with the Licensed Software.

1.8 “Documentation” means the user guides, technical manuals, release notes, and other documentation provided by Factorise relating to the Licensed Software, as updated by Factorise from time to time.

1.9 “Error” means a material failure of the Licensed Software to conform to its Documentation under normal use conditions.

1.10 “Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade secrets, and any other intellectual property rights recognized in any country or jurisdiction.

1.11 “Licensed Software” means the Factorise software products identified in the applicable Order Form, including all Updates provided during the Subscription Term.

1.12 “Mendix Platform” means the low-code application development platform provided by Mendix Technology B.V. or its affiliates, which is required to operate the Licensed Software.

1.13 “Order Form” means the ordering document entered into between Customer and Factorise (or between Customer and an Authorized Partner) that specifies the Licensed Software, Subscription Term, fees, and other commercial terms, and which references this Agreement.

1.14 “Subscription Term” means the period during which Customer is licensed to use the Licensed Software, as specified in the applicable Order Form.

1.15 “Support Services” means the maintenance and support services described in Section 6 of this Agreement.

1.16 “Updates” means bug fixes, patches, maintenance releases, and minor version updates to the Licensed Software that Factorise makes generally available to its customers at no additional charge as part of Support Services.

1.17 “Upgrades” means new major versions of the Licensed Software that contain substantial new functionality, which Factorise may make available for an additional fee.

  1. License Grant and Restrictions

2.1 License Grant

Subject to Customer’s compliance with this Agreement and payment of all applicable fees, Factorise grants to Customer a non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to install, deploy, and use the Licensed Software in the Customer Environment, solely for Customer’s internal business purposes and in accordance with the Documentation.

2.2 Authorized Users

Customer may permit its Authorized Users to access and use the Licensed Software, provided that Customer ensures each Authorized User complies with the terms of this Agreement. Customer is responsible for all acts and omissions of its Authorized Users as if they were acts and omissions of Customer.

2.3 Affiliate Use

Customer may permit its Affiliates to use the Licensed Software, provided that such use is solely for Customer’s and its Affiliates’ internal business purposes and that Customer remains responsible for its Affiliates’ compliance with this Agreement. Any breach of this Agreement by an Affiliate shall be deemed a breach by Customer.

2.4 License Restrictions

Customer shall not, and shall not permit any third party to:

(a) sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Licensed Software, except as expressly permitted herein;

(b) modify, translate, adapt, or create derivative works based upon the Licensed Software, except for Customizations as permitted under Section 5;

(c) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Licensed Software, except to the extent expressly permitted by applicable law notwithstanding this restriction;

(d) copy, frame, or mirror any part of the Licensed Software, other than for reasonable backup purposes;

(e) access the Licensed Software in order to build a competitive product or service, or to benchmark the Licensed Software against a competitive product or service;

(f) remove, alter, or obscure any proprietary notices, labels, or marks on the Licensed Software or Documentation;

(g) use the Licensed Software in violation of any applicable laws or regulations, including data protection and privacy laws; or

(h) use the Licensed Software to transmit any viruses, malware, or other harmful code.

2.5 Reservation of Rights

Factorise reserves all rights not expressly granted to Customer in this Agreement. The Licensed Software is licensed, not sold. Except for the limited license rights expressly granted herein, Factorise retains all right, title, and interest in and to the Licensed Software and Documentation, including all related Intellectual Property Rights.

  1. Customer Environment and Mendix Platform

3.1 Customer Environment Responsibility

Customer is solely responsible for procuring, configuring, maintaining, and securing the Customer Environment in which the Licensed Software is deployed. This includes, without limitation, all hardware, operating systems, network infrastructure, security measures, backup systems, and third-party software required to operate the Licensed Software.

3.2 Mendix Platform License

The Licensed Software requires a valid license to the Mendix Platform. Under this BYOL deployment model, Customer is solely responsible for obtaining, maintaining, and paying for its own Mendix Platform license directly with Mendix or an authorized Mendix reseller. Customer’s failure to maintain a valid Mendix Platform license may render the Licensed Software inoperable, and Factorise shall have no liability for any such failure.

3.3 Technical Requirements

Customer shall ensure that the Customer Environment meets the minimum technical requirements specified in the Documentation or as otherwise communicated by Factorise in writing. Factorise is not responsible for any performance issues, Errors, or other problems arising from Customer’s failure to meet such requirements.

3.4 Security

Customer is responsible for implementing and maintaining appropriate security measures for the Customer Environment, including access controls, authentication mechanisms, encryption, and network security. Customer shall promptly notify Factorise if Customer becomes aware of any security breach that may affect the Licensed Software.

3.5 Backups

Customer is solely responsible for implementing and maintaining backup and disaster recovery procedures for Customer Data and the Customer Environment. Factorise shall have no liability for any loss or corruption of Customer Data.

  1. Customer Data

4.1 Ownership

As between Factorise and Customer, Customer owns all right, title, and interest in and to all Customer Data. Factorise does not acquire any rights to Customer Data except as expressly set forth in this Agreement.

4.2 Data Control

Under this BYOL deployment model, all Customer Data resides in the Customer Environment. Factorise does not have access to Customer Data unless Customer explicitly grants such access for support purposes in accordance with Section 6.4.

4.3 Data Protection

To the extent that Customer Data includes personal data subject to applicable data protection laws, Customer is the data controller and is responsible for compliance with all applicable data protection requirements, including obtaining any necessary consents and providing required notices to data subjects.

4.4 Data Processing Agreement

If Factorise processes personal data on behalf of Customer in connection with Support Services, the parties shall enter into a data processing agreement that complies with applicable data protection laws.

  1. Customizations and Integrations

5.1 Customer Customizations

Customer may develop Customizations using or in connection with the Licensed Software. As between Factorise and Customer, Customer owns all right, title, and interest in and to all Customizations developed by or on behalf of Customer.

5.2 Customer Responsibility for Customizations

Customer is solely responsible for the development, testing, deployment, maintenance, and support of all Customizations. Factorise has no obligation to provide Support Services for Customizations, and Factorise shall have no liability for any Errors, performance issues, or other problems caused by or related to Customizations.

5.3 Impact on Support

If Customer’s Customizations cause or contribute to an Error or other issue with the Licensed Software, Factorise may require Customer to disable or remove the Customizations before Factorise can provide Support Services. If an Error cannot be reproduced in an environment without Customizations, Factorise shall have no obligation to correct such Error.

5.4 Integrations

Customer may integrate the Licensed Software with third-party applications and services. Customer is solely responsible for such integrations and for compliance with all applicable third-party terms of service. Factorise shall have no liability for any issues arising from third-party integrations.

  1. Support Services

6.1 First-Line Support

If Customer has purchased the Licensed Software through an Authorized Partner, Customer’s Authorized Partner shall provide first-line Support Services. First-line Support Services include answering Customer’s questions regarding the use of the Licensed Software, initial troubleshooting, and identifying and documenting potential Errors.

6.2 Escalation to Factorise

When first-line support is provided by an Authorized Partner, the Authorized Partner shall escalate issues to Factorise for second-line and third-line support as necessary. Customer agrees to work with its Authorized Partner and to direct all support requests initially to the Authorized Partner rather than to Factorise.

6.3 Direct Support

If Customer has purchased the Licensed Software directly from Factorise, or if no Authorized Partner is designated in the Order Form, Factorise shall provide Support Services directly to Customer in accordance with Factorise’s then-current support policies.

6.4 Remote Access for Support

If Customer requests support that requires Factorise to access the Customer Environment, Customer shall provide such access through secure means agreed upon by the parties. Customer acknowledges that any such access is at Customer’s discretion and request. Factorise shall use such access solely for the purpose of providing the requested support and shall comply with Customer’s reasonable security requirements.

6.5 Error Correction

Factorise shall use commercially reasonable efforts to correct verified Errors in the Licensed Software. Customer shall provide Factorise (or its Authorized Partner) with sufficient information to reproduce and diagnose reported Errors, including access to relevant logs, configurations, and test environments as reasonably requested.

6.6 Updates

During the Subscription Term, Factorise shall make Updates available to Customer. Customer (or its Authorized Partner) is responsible for deploying Updates in the Customer Environment. Factorise recommends that Customer deploy Updates promptly to benefit from bug fixes, performance improvements, and security patches.

6.7 Version Support

Factorise provides Support Services for the current major version of the Licensed Software and the immediately preceding major version. When a new major version is released, Customer shall have twelve (12) months to upgrade from the previous major version to continue receiving Support Services. Factorise shall provide reasonable notice before discontinuing support for any version.

6.8 Exclusions

Factorise shall have no obligation to provide Support Services for issues arising from: (a) Customer’s failure to maintain the Customer Environment in accordance with the Documentation and technical requirements; (b) Customizations or third-party integrations; (c) use of the Licensed Software other than in accordance with this Agreement and the Documentation; (d) Customer’s failure to deploy Updates within a reasonable time after they are made available; or (e) Customer’s failure to maintain a valid Mendix Platform license.

  1. Fees and Payment

7.1 Fees

Customer shall pay all fees specified in the applicable Order Form. All fees are quoted and payable in Euros unless otherwise specified in the Order Form.

7.2 Payment Terms

Unless otherwise specified in the Order Form, all fees are due and payable within thirty (30) days of the date of invoice.

7.3 Taxes

All fees are exclusive of taxes. Customer shall be responsible for all sales, use, value-added, withholding, and other taxes and duties arising from this Agreement, excluding taxes based on Factorise’s net income. If Customer is required to withhold any taxes from payments to Factorise, Customer shall gross up the payment so that Factorise receives the full amount specified in the Order Form.

7.4 Late Payment

If Customer fails to pay any fees when due, Factorise may charge interest on the overdue amount at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. Factorise may also suspend Customer’s access to Support Services until all overdue amounts are paid in full.

7.5 Fee Adjustments

Factorise may adjust fees for any Renewal Term upon at least sixty (60) days’ written notice prior to the commencement of such Renewal Term.

  1. Term and Termination

8.1 Subscription Term

This Agreement commences on the effective date specified in the Order Form and continues for the Subscription Term specified therein.

8.2 Renewal

Unless otherwise specified in the Order Form, the Subscription Term shall automatically renew for successive periods of the same duration as the initial Subscription Term (each a “Renewal Term”), unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

8.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings.

8.4 Termination for Convenience

Customer may terminate this Agreement for convenience upon sixty (60) days’ prior written notice to Factorise, provided that Customer shall not be entitled to any refund of prepaid fees.

8.5 Effects of Termination

Upon expiration or termination of this Agreement for any reason:

(a) All license rights granted to Customer hereunder shall immediately terminate, and Customer shall cease all use of the Licensed Software;

(b) Customer shall, within thirty (30) days, destroy or delete all copies of the Licensed Software and Documentation in Customer’s possession or control, and certify such destruction in writing upon Factorise’s request;

(c) Each party shall return or destroy all Confidential Information of the other party in its possession or control;

(d) Customer shall pay all fees due and payable through the date of termination; and

(e) Factorise shall have no further obligation to provide Support Services.

8.6 Survival

Sections 1 (Definitions), 2.4 (License Restrictions), 2.5 (Reservation of Rights), 4 (Customer Data), 5.1 (Customer Customizations), 7 (Fees and Payment, to the extent of unpaid fees), 8.5 (Effects of Termination), 8.6 (Survival), 9 (Confidentiality), 10 (Intellectual Property), 11 (Warranties and Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), and 14 (General Provisions) shall survive expiration or termination of this Agreement.

  1. Confidentiality

9.1 Confidentiality Obligations

Each party agrees to: (a) maintain the confidentiality of the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose the other party’s Confidential Information to any third party except as expressly permitted herein; and (c) use the other party’s Confidential Information only for purposes of exercising its rights and performing its obligations under this Agreement.

9.2 Permitted Disclosures

A party may disclose the other party’s Confidential Information to its employees, contractors, Affiliates, and professional advisors who have a need to know such information and who are bound by confidentiality obligations at least as protective as those in this Agreement.

9.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure without restriction on use or disclosure; (c) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

9.4 Compelled Disclosure

If a party is compelled by law to disclose the other party’s Confidential Information, the compelled party shall provide prompt written notice to the other party (to the extent permitted by law) and shall cooperate with the other party’s efforts to obtain a protective order or other appropriate remedy. If such protective order or remedy is not obtained, the compelled party shall disclose only that portion of the Confidential Information that is legally required to be disclosed.

  1. Intellectual Property

10.1 Factorise Intellectual Property

Factorise owns and retains all right, title, and interest in and to the Licensed Software, Documentation, and all related Intellectual Property Rights. Nothing in this Agreement transfers any ownership of Factorise’s Intellectual Property Rights to Customer.

10.2 Customer Intellectual Property

Customer owns and retains all right, title, and interest in and to Customer Data and Customizations developed by or on behalf of Customer. Nothing in this Agreement transfers any ownership of Customer’s Intellectual Property Rights to Factorise.

10.3 Feedback

If Customer provides Factorise with any feedback, suggestions, or recommendations regarding the Licensed Software (“Feedback”), Customer grants Factorise a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate such Feedback into the Licensed Software and other Factorise products and services without any obligation to Customer.

10.4 No Implied Rights

Except for the express licenses granted in this Agreement, neither party grants the other any rights or licenses to its Intellectual Property Rights, whether by implication, estoppel, or otherwise.

  1. Warranties and Disclaimers

11.1 Factorise Warranties

Factorise warrants that:

(a) It has the right and authority to grant the licenses granted herein;

(b) During the Subscription Term, the Licensed Software will perform materially in accordance with the Documentation when used in accordance with this Agreement and deployed in an environment that meets the specified technical requirements; and

(c) Support Services will be provided in a professional and workmanlike manner consistent with industry standards.

11.2 Remedies for Breach of Warranty

If the Licensed Software fails to conform to the warranty in Section 11.1(b), Customer’s sole and exclusive remedy, and Factorise’s sole and exclusive liability, shall be for Factorise to use commercially reasonable efforts to correct the non-conformity. If Factorise is unable to correct the non-conformity within a reasonable time, Customer may terminate this Agreement and receive a pro-rata refund of prepaid fees for the unused portion of the Subscription Term.

11.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, THE LICENSED SOFTWARE AND SUPPORT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” FACTORISE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. FACTORISE DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT IT WILL MEET CUSTOMER’S SPECIFIC REQUIREMENTS.

11.4 Third-Party Components

The Licensed Software may include third-party components subject to separate license terms. Factorise provides such components “as is” without any warranty, and Customer’s use of such components is subject to the applicable third-party license terms.

  1. Limitation of Liability

12.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO FACTORISE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Exceptions

The limitations set forth in Sections 12.1 and 12.2 shall not apply to: (a) a party’s breach of its confidentiality obligations under Section 9; (b) a party’s indemnification obligations under Section 13; (c) Customer’s payment obligations under Section 7; (d) damages arising from a party’s gross negligence, willful misconduct, or fraud; or (e) death or personal injury caused by a party’s negligence.

12.4 Basis of the Bargain

Customer acknowledges that the fees charged by Factorise reflect the allocation of risk set forth in this Agreement and that Factorise would not enter into this Agreement without these limitations on its liability.

  1. Indemnification

13.1 Factorise Indemnification

Factorise shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, actions, suits, or proceedings alleging that Customer’s use of the Licensed Software in accordance with this Agreement infringes or misappropriates such third party’s Intellectual Property Rights, and shall pay any damages finally awarded against Customer by a court of competent jurisdiction, or any amounts agreed to in a settlement approved by Factorise, arising from such claim.

13.2 Exclusions

Factorise shall have no obligation under Section 13.1 for any claim arising from: (a) use of the Licensed Software in combination with any third-party products, services, or technology not provided by Factorise, if the infringement would not have occurred but for such combination; (b) Customizations developed by or on behalf of Customer; (c) Customer’s modification of the Licensed Software; (d) Customer’s failure to use Updates that would have avoided the alleged infringement; or (e) Customer’s use of the Licensed Software other than in accordance with this Agreement and the Documentation.

13.3 Remedial Measures

If the Licensed Software becomes, or in Factorise’s opinion is likely to become, the subject of an infringement claim, Factorise may, at its sole option and expense: (a) procure for Customer the right to continue using the Licensed Software; (b) modify the Licensed Software to make it non-infringing without materially reducing its functionality; (c) replace the Licensed Software with a non-infringing alternative with substantially equivalent functionality; or (d) if none of the foregoing options is commercially reasonable, terminate this Agreement and refund to Customer a pro-rata portion of the prepaid fees for the unused portion of the Subscription Term.

13.4 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Factorise and its officers, directors, employees, and agents from and against any third-party claims, actions, suits, or proceedings arising from: (a) Customer Data; (b) Customizations developed by or on behalf of Customer; (c) Customer’s breach of this Agreement; or (d) Customer’s gross negligence or willful misconduct.

13.5 Indemnification Procedures

The party seeking indemnification shall: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable assistance to the indemnifying party at the indemnifying party’s expense. The indemnifying party shall not settle any claim in a manner that adversely affects the rights of the indemnified party without the indemnified party’s prior written consent, which shall not be unreasonably withheld.

13.6 Sole Remedy

This Section 13 states the indemnifying party’s sole liability, and the indemnified party’s sole and exclusive remedy, for any third-party claims described herein.

  1. General Provisions

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

14.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the courts of Rotterdam, the Netherlands. Each party irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue therein.

14.3 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) one business day after deposit with a nationally recognized overnight courier; or (d) three business days after mailing by registered or certified mail, return receipt requested. Notices shall be sent to the addresses specified in the Order Form or to such other address as a party may designate in writing.

14.4 Assignment

Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement without consent to an Affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be null and void. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

14.5 Waiver

No waiver of any term or condition of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right or remedy shall constitute a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof.

14.6 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

14.7 Entire Agreement

This Agreement, together with all Order Forms and any exhibits or schedules incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning such subject matter.

14.8 Amendments

This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both parties. Notwithstanding the foregoing, Factorise may update this Agreement from time to time, and such updates shall apply to Renewal Terms. Factorise shall provide Customer with at least sixty (60) days’ notice of material changes before the commencement of a Renewal Term.

14.9 Order of Precedence

In the event of any conflict between this Agreement and an Order Form, the terms of the Order Form shall prevail with respect to that Order Form only.

14.10 Independent Contractors

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

14.11 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall confer upon any third party any rights or remedies hereunder, except that Authorized Partners may rely on Section 6.1 and 6.2 with respect to their support obligations.

14.12 Export Compliance

Customer shall comply with all applicable export control laws and regulations in connection with Customer’s use of the Licensed Software. Customer represents and warrants that it is not located in, under the control of, or a national or resident of any country to which export of the Licensed Software is prohibited.

14.13 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, pandemics, government actions, or failures of third-party telecommunications or power supply. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the effects of the force majeure event.

14.14 Language

This Agreement is executed in the English language. Any translations are for convenience only, and in the event of any conflict, the English version shall prevail.

14.15 Counterparts

Order Forms may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall have the same legal effect as original signatures.

  1. Contact Information

For questions about this Agreement, please contact:

Factorise B.V.
Stationsplein 45
3013AK Rotterdam
The Netherlands

Email: legal@factorise-software.com

This Agreement was last updated in January 2026.

Document Version: BYOL-EULA-1.0