Fees and Billing. Charges - Unless otherwise specified in a HSA, regardless of whether Customer has commenced use of the Services, Customer’s payment obligation for Services accrues on the “Installation Date,” which is the later of (i) the applicable Agreement Term Effective Date set forth on the HSA, or (ii) the date on which the applicable Service is provisioned by FSP and ready for Customer’s use. All such charges are exclusive of any sales or use taxes and other federal, state, municipal, or other governmental taxes or levies applicable to the sale or use of Services hereunder (collectively “Taxes”) now in force or enacted in the future, all of which will be the responsibility of Customer. Customer will be fully responsible to any third party for any charges, costs, expenses (other than those included in the Services), and third party claims that may result from its use of, or access to, the Services. Billing and Payment Terms - FSP issues invoices quarterly, or as set forth in an applicable HSA. Quarterly recurring charges are due in in advance on the first of the month preceding the quarter in which Services are provide. On the Installation Date, Customer will be invoiced for all non-recurring charges and the quarterly recurring charges for the then-current quarter (pro-rated) and the following quarter, including any initial Setup Fee, unless other terms are specifically stated in the HSA. Customer shall pay all charges upon receipt of the invoice, and payment shall be past due if not paid within thirty (30) days after the date of the invoice. Late payments will accrue charges at the lower of 1½ % per month, or the highest rate allowed by law. If Customer makes a late payment during the Term, FSP shall have the right, upon written notice to Customer, to require a “Security Deposit” or other reasonable assurances to secure Customer’s payment obligations hereunder. Customer agrees to pay FSP’s reasonable costs of collection of past due amounts, including collection agency fees, attorneys’ fees, Security Deposits and court costs associated with pursuing collection on amounts owed by Customer under this Agreement. Rates and Rate Changes – FSP will provide Customer a “Hosting Fee Schedule” as part of the HSA, wherein the FSP rates for hosting are stipulated in conjunction with the Customer’s number of Active Employees. The Hosting Fee Schedule details the change in any hosting Fees based on increases or decreases to the Customer’s number of Active Employees processed in the Customer’s Software during the preceding quarter. Customer will be charged in the subsequent quarter the rate, with applicable discounts applied for commitment periods (if any), in alignment with the number of Active Employees in Customer’s Vision database pursuant to the FSP Hosting Fee Schedule FSP reserves the right to make changes to the rates in effect in the Hosting Fee Schedule from time to time. Any revised Hosting Fee Schedule will have an effective date noting the date such rates took effect. FSP cannot make changes to the rates charged to Customer that occur during the time of a Commitment Term. Any Customer that is on a quarter-to-quarter agreement with FSP will be notified of rate increases at least thirty (30) days prior to the invoicing date for any services provided in subsequent quarters to the date of the rate increase. Security Deposit - In the event Customer is required to pay to FSP a Security Deposit due to Customer’s late payment of previous invoices for Services, FSP may, without further notice to Customer and without prejudice to FSP’s other remedies, apply part or all of the Security Deposit toward the cure of any Customer under this Agreement. In such event, Customer shall, within five (5) business days after written demand, pay FSP an amount equal to the amount so applied to restore the Security Deposit to its original amount, if Customer is to remedy the default of the Agreement. FSP may co-mingle the Security Deposit with its own funds. Customer shall not be entitled to receive interest on the Security Deposit. Any part of the Security Deposit not used by FSP shall be returned to Customer within sixty (60) days after this Agreement expires or is terminated, after applying the Security Deposit to any outstanding amounts due and payable to FSP. FSP may, at its sole discretion, remove the requirement of a Security Deposit on the Customer’s account with FSP and may either apply this amount to amounts then owing or return the Security Deposit to Customer before any termination of the Agreement.
Appears in 1 contract
Sources: Hosting Master Services Agreement
Fees and Billing. Charges - a) The fees and expenses for services rendered by a Supplier to Customer shall be those agreed to by the Customer in connection with the solicitation of the services of the Supplier. In compensation for its services hereunder, Supplier shall pay Covendis a fee as specified in Schedule A. Unless otherwise specified in a HSASchedule A, regardless of whether Customer has commenced use of the Services, Customer’s payment obligation for Services accrues on the “Installation Date,” which is the later of Supplier acknowledges that (i) the applicable Agreement Term Effective Date set forth Covendis shall deliver, on the HSAInvoicing Date, to Customer, an aggregate invoice for the fees and expenses evidenced by Bills approved by such Customer during such Billing Period for all services provided for or on behalf of such Customer, (ii) the date on which the applicable Service is provisioned by FSP and ready for Customer’s use. All such charges are exclusive of any sales or use taxes and other federal, state, municipal, or other governmental taxes or levies applicable to the sale or use of Services hereunder (collectively “Taxes”) now in force or enacted in the future, all of which will be the responsibility of Customer. Customer will be fully responsible to any third party for any charges, costs, expenses (other than those included in the Services), and third party claims that may result from its use of, or access to, the Services. Billing and Payment Terms - FSP issues invoices quarterly, or as set forth in an applicable HSA. Quarterly recurring charges are due in in advance on the first of the month preceding the quarter in which Services are provide. On the Installation Date, Customer will be invoiced for all non-recurring charges and the quarterly recurring charges for the then-current quarter (pro-rated) and the following quarter, including any initial Setup Fee, unless other terms are specifically stated in the HSA. Customer shall pay all charges upon receipt to Covendis, and not to Supplier, the full amount of the each invoice, and (iii) Covendis shall remit within five business days after receipt of full payment from the applicable Customer (but solely to the extent of the receipt of such payment) to each Supplier the portion of such payment owed to the Supplier for services rendered and expenses incurred pursuant to such invoice (“Invoice Amount”). With respect to the payments to be made by Covendis to Supplier pursuant to this Section 5, Supplier acknowledges that it will be paid by corporate check issued by Covendis (or one of its subsidiaries) unless Covendis in its discretion determines to make such payment by wire transfer or electronic funds transfer, in which case Supplier agrees to reasonably cooperate with Covendis in effecting any such wire transfer or electronic funds transfer. Any fees associated with such payment by Covendis (including credit card processing fees in the rare occasion that Customer pays by card) may be deducted from the amounts otherwise payable to Supplier pursuant to this Section 5.
b) Customer, in its Customer Agreement, shall be past due required to agree not to unreasonably withhold approval of any proper Bill submitted to Covendis and will notify Covendis and Supplier if Customer disputes item(s) contained in a Bill. Moreover, Customer shall be required to agree as part of its Customer Agreement to pay on a timely basis any fees and expenses except in the event of a dispute by Customer or for other good cause. However, Covendis is not paid responsible for any delay in approval or payment of a Bill by Customer. Payment of a Bill shall not preclude Customer from making claims or objections to a Bill if there are errors or issues with the work required to be performed.
c) In the event that a Customer pays Covendis a partial amount or partial amounts of an aggregate invoices, Supplier acknowledges that Covendis shall remit to each Supplier, within thirty (30) 5 business days after the date of the invoice. Late payments will accrue charges at the lower 15th day of 1½ % per each month, the portion of such payment (but solely to the extent of the receipt of such payment) the portion of such payment owed to the Supplier for services rendered and expenses incurred pursuant to such invoice (“Invoice Amount”) received through the 10th day of such month.
d) In the event that a Customer pays Covendis any amount directly or indirectly related to amounts payable to Supplier by credit card, wire transfer or similar means of electronic funds transfer, then any costs associated with the highest rate allowed receipt of such payment by law. If Customer makes a late payment during Covendis may be deducted from the Termamounts otherwise payable to Supplier pursuant to this Section 5.
e) To the extent Supplier’s fees and charges are for amounts due from Supplier to Supplier’s Staff or Subcontractors, FSP shall have the right, upon written notice to Customer, to require a “Security Deposit” or other reasonable assurances to secure Customer’s payment obligations hereunder. Customer Supplier agrees to pay FSP’s reasonable costs of collection of past due amounts, including collection agency fees, attorneys’ fees, Security Deposits such Staff and court costs associated with pursuing collection on amounts owed by Customer under this Agreement. Rates and Rate Changes – FSP will provide Customer Subcontractors in a “Hosting Fee Schedule” as part of the HSA, wherein the FSP rates for hosting are stipulated timely manner in conjunction accordance with the Customer’s number of Active Employees. The Hosting Fee Schedule details the change terms Supplier may establish with them, but in any hosting Fees based on increases or decreases to the Customer’s number of Active Employees processed in the Customer’s Software during the preceding quarter. Customer will be charged in the subsequent quarter the rateall cases, with applicable discounts applied for commitment periods (if any), in alignment with the number of Active Employees in Customer’s Vision database pursuant to the FSP Hosting Fee Schedule FSP reserves the right to make changes to the rates in effect in the Hosting Fee Schedule from time to time. Any revised Hosting Fee Schedule will have an effective date noting the date such rates took effect. FSP cannot make changes to the rates charged to Customer that occur during significantly later than the time Supplier is paid the corresponding fees and charges. Covendis may at its option, at any time, require Supplier to furnish Covendis with a payment bond in such amount as Covendis may specify to secure full and prompt payment by Supplier of a Commitment Term. Any Customer that is on a quarter-to-quarter agreement with FSP will be notified of rate increases at least thirty (30) days prior to the invoicing date for any services provided in subsequent quarters to the date of the rate increase. Security Deposit - In the event Customer is required to pay to FSP a Security Deposit due to Customer’s late payment of previous invoices for Services, FSP may, without further notice to Customer and without prejudice to FSP’s other remedies, apply part or all of the Security Deposit toward the cure of any Customer under this Agreement. In such event, Customer shall, within five (5) business days after written demand, pay FSP an amount equal to the amount so applied to restore the Security Deposit to its original amount, if Customer is to remedy the default of the Agreement. FSP may co-mingle the Security Deposit with its own funds. Customer shall not be entitled to receive interest on the Security Deposit. Any part of the Security Deposit not used by FSP shall be returned to Customer within sixty (60) days after this Agreement expires or is terminated, after applying the Security Deposit to any outstanding amounts due its Staff and/or Subcontractors.
f) Covendis may elect to provide, and payable Supplier may elect to FSP. FSP mayaccept, at its sole discretion, remove the requirement payments for Invoice Amounts in advance of a Security Deposit on the Customer’s account with FSP Customer payments for mutually agreed fees and may either apply this amount to amounts then owing or return the Security Deposit to Customer before any termination of the Agreementdeductions.
Appears in 1 contract
Sources: Supplier Agreement
Fees and Billing. Charges - Unless otherwise specified 4.1 NeighborCare will ▇▇▇▇ and be compensated for Services in accordance with the exhibits attached hereto, as applicable.
4.2 Prior to the provision of any Services to a HSA, regardless of whether Customer has commenced use resident of the ServicesFacility, Customer’s payment obligation for Services accrues Operator will provide NeighborCare with information on the “Installation Date,” which is the later such resident including source of (i) the applicable Agreement Term Effective Date set forth on the HSAreimbursement; responsible party and/or guarantor of payment, or (ii) the date on which the applicable Service is provisioned if applicable; Medicare and Medicaid number; and such other information as may be requested by FSP and ready for Customer’s useNeighborCare. All such charges are exclusive Operator will notify NeighborCare immediately of any sales changes in any resident's residency status (including but not limited to room changes or use taxes discharges), source of reimbursement or guarantor of payment. Operator will fully cooperate with NeighborCare in establishing the source of residents' third party funds and other federalresident/family resources for payment of Services furnished by NeighborCare, stateincluding but not limited to copies of insurance coverage; prescription plan, municipalMedicare and Medicaid cards; or financial screens. Operator agrees that if it does not provide the information described in this section 4.2 in the time and manner indicated herein, or other governmental taxes or levies applicable then notwithstanding any provision to the sale or use of contrary herein (including all exhibits), NeighborCare may ▇▇▇▇ Operator for such Services hereunder (collectively “Taxes”) now in force or enacted in the futureat its usual and customary charge for such Services.
4.2.1 In providing billing and collection services hereunder, NeighborCare shall comply with all of which will be the responsibility of Customerapplicable laws and regulations. Customer will be fully responsible to any third party for any chargesNeighborCare shall indemnify, defend and hold Operator harmless from and against all claims, demands, damages, liabilities, costs, expenses and losses, including attorneys' fees, arising out of, resulting from or connected with the improper billing of a third party payor (including but not limited to the Medicare carrier), or the beneficiary of such payor, or arising out of, resulting from or connected with any other than violation by such party of Title XVIII of the Social Security Act, those portions of the Code of Federal Regulations which pertain to the Medicare program, or any laws, regulations, policies, practices, or internal billing protocol governing any third party payor program. If reasonably available in the market, NeighborCare shall obtain insurance, which will cover its obligations under this Paragraph.
4.3 NeighborCare inservices, in addition to those specified in the exhibits attached hereto (which are necessary for the initiation and provision of Services hereunder), as applicable, will be provided for a fee of $______ per inservice. Education workshops will be provided for $______ for ______ participants or less, with a charge of $_____ per additional participant.
4.4 Any specialized services provided by NeighborCare not included in the Services), and third party claims that may result from scope of services stipulated herein would be subject to additional charges which will be agreed upon in advance in writing by both parties.
4.5 Operator will pay for any Services obtained for its use ofown account, or access tofor any Services for which Operator is responsible for payment, the Services. Billing and Payment Terms - FSP issues invoices quarterly, or as set forth in an applicable HSA. Quarterly recurring charges are due in in advance on the first within thirty (30) days of the month preceding the quarter in which Services are provide. On the Installation Date, Customer will be invoiced for all non-recurring charges and the quarterly recurring charges for the then-current quarter (pro-rated) and the following quarter, including any initial Setup Fee, unless other terms are specifically stated in the HSA. Customer shall pay all charges upon receipt of the invoice, and payment shall be past due if an invoice from NeighborCare. Any invoice not paid within thirty (30) days after the date of the invoice. Late payments receipt of an invoice from NeighborCare will accrue charges interest at the lower rate of 1½ 1.5% per month, or the highest rate allowed by law. If Customer makes a late payment during the Termprovided that, FSP shall have the right, upon written notice to Customer, to require a “Security Deposit” or other reasonable assurances to secure Customer’s payment obligations hereunder. Customer agrees to pay FSP’s reasonable costs of collection of past due amounts, including collection agency fees, attorneys’ fees, Security Deposits and court costs associated with pursuing collection on amounts owed by Customer under this Agreement. Rates and Rate Changes – FSP in no event will provide Customer a “Hosting Fee Schedule” as part of the HSA, wherein the FSP rates for hosting are stipulated in conjunction with the Customer’s number of Active Employees. The Hosting Fee Schedule details the change in any hosting Fees based on increases or decreases to the Customer’s number of Active Employees processed in the Customer’s Software during the preceding quarter. Customer will interest be charged in excess of the subsequent quarter the rate, with amount permitted by applicable discounts applied for commitment periods (if any), in alignment with the number of Active Employees in Customer’s Vision database pursuant law. Operator agrees to the FSP Hosting Fee Schedule FSP reserves the right to make changes to the rates in effect in the Hosting Fee Schedule from time to time. Any revised Hosting Fee Schedule will have an effective date noting the date such rates took effect. FSP cannot make changes to the rates charged to Customer that occur during the time of a Commitment Term. Any Customer that is on a quarter-to-quarter agreement with FSP will be notified of rate increases at least thirty (30) days prior to the invoicing date reimburse NeighborCare for any services provided and all costs incurred to collect payment from the Operator, including, without limitation, reasonable attorneys' fees. Amounts due to NeighborCare by Operator under these payment provisions are due in subsequent quarters to the date full regardless of the rate increase. Security Deposit - In the event Customer is required Operator's ability to pay ▇▇▇▇ or collect from another payment source, including but not limited to FSP a Security Deposit due to Customer’s late payment of previous invoices for Services, FSP may, without further notice to Customer and without prejudice to FSP’s other remedies, apply part Medicare or all of the Security Deposit toward the cure of any Customer under this Agreement. In such event, Customer shall, within five (5) business days after written demand, pay FSP an amount equal to the amount so applied to restore the Security Deposit to its original amount, if Customer is to remedy the default of the Agreement. FSP may co-mingle the Security Deposit with its own funds. Customer shall not be entitled to receive interest on the Security Deposit. Any part of the Security Deposit not used by FSP shall be returned to Customer within sixty (60) days after this Agreement expires or is terminated, after applying the Security Deposit to any outstanding amounts due and payable to FSP. FSP may, at its sole discretion, remove the requirement of a Security Deposit on the Customer’s account with FSP and may either apply this amount to amounts then owing or return the Security Deposit to Customer before any termination of the AgreementFacility residents.
Appears in 1 contract
Fees and Billing. Charges - a) The fees and expenses for services rendered by a Supplier to Customer shall be those agreed to by the Customer in connection with the solicitation of the services of the Supplier. In compensation for its services hereunder, Supplier shall pay Covendis a fee as specified in Schedule A. Unless otherwise specified in a HSASchedule A, regardless of whether Customer has commenced use of the Services, Customer’s payment obligation for Services accrues on the “Installation Date,” which is the later of Supplier acknowledges that (i) the applicable Agreement Term Effective Date set forth Covendis shall deliver, on the HSAInvoicing Date, to Customer, an aggregate invoice for the fees and expenses evidenced by Bills approved by such Customer during such Billing Period for all services provided for or on behalf of such Customer, (ii) the date on which the applicable Service is provisioned by FSP and ready for Customer’s use. All such charges are exclusive of any sales or use taxes and other federal, state, municipal, or other governmental taxes or levies applicable to the sale or use of Services hereunder (collectively “Taxes”) now in force or enacted in the future, all of which will be the responsibility of Customer. Customer will be fully responsible to any third party for any charges, costs, expenses (other than those included in the Services), and third party claims that may result from its use of, or access to, the Services. Billing and Payment Terms - FSP issues invoices quarterly, or as set forth in an applicable HSA. Quarterly recurring charges are due in in advance on the first of the month preceding the quarter in which Services are provide. On the Installation Date, Customer will be invoiced for all non-recurring charges and the quarterly recurring charges for the then-current quarter (pro-rated) and the following quarter, including any initial Setup Fee, unless other terms are specifically stated in the HSA. Customer shall pay all charges upon receipt to Covendis, and not to Supplier, the full amount of the each invoice, and (iii) Covendis shall remit within five business days after receipt of full payment from the applicable Customer (but solely to the extent of the receipt of such payment) to each Supplier the portion of such payment owed to the Supplier for services rendered and expenses incurred pursuant to such invoice (“Invoice Amount”). With respect to the payments to be made by Covendis to Supplier pursuant to this Section 5, Supplier acknowledges that it will be paid by corporate check issued by Covendis (or one of its subsidiaries) unless Covendis in its discretion determines to make such payment by wire transfer or electronic funds transfer, in which case Supplier agrees to reasonably cooperate with Covendis in effecting any such wire transfer or electronic funds transfer. Any fees associated with such payment by Covendis (including credit card processing fees in the rare occasion that Customer pays by card) may be deducted from the amounts otherwise payable to Supplier pursuant to this Section 5.
b) Customer, in its Customer Agreement, shall be past due required to agree not to unreasonably withhold approval of any proper ▇▇▇▇ submitted to Covendis and will notify Covendis and Supplier if Customer disputes item(s) contained in a ▇▇▇▇. Moreover, Customer shall be required to agree as part of its Customer Agreement to pay on a timely basis any fees and expenses except in the event of a dispute by Customer or for other good cause. However, Covendis is not paid responsible for any delay in approval or payment of a ▇▇▇▇ by Customer. Payment of a ▇▇▇▇ shall not preclude Customer from making claims or objections to a ▇▇▇▇ if there are errors or issues with the work required to be performed.
c) In the event that a Customer pays Covendis a partial amount or partial amounts of an aggregate invoices, Supplier acknowledges that Covendis shall remit to each Supplier, within thirty (30) 5 business days after the date of the invoice. Late payments will accrue charges at the lower 15th day of 1½ % per each month, the portion of such payment (but solely to the extent of the receipt of such payment) the portion of such payment owed to the Supplier forservices rendered and expenses incurred pursuant to such invoice (“Invoice Amount”) received through the 10th day of such month.
d) In the event that a Customerpays Covendis any amount directly or indirectly related to amounts payable to Supplier by credit card, wire transfer or similar means of electronic funds transfer, then any costs associated with the highest rate allowed receipt of such payment by law. If Customer makes a late payment during Covendis may be deducted from the Termamounts otherwise payable to Supplier pursuant to this Section 5.
e) To the extent Supplier’s fees and charges are for amounts due from Supplier to Supplier’s Staff or Subcontractors, FSP shall have the right, upon written notice to Customer, to require a “Security Deposit” or other reasonable assurances to secure Customer’s payment obligations hereunder. Customer Supplier agrees to pay FSP’s reasonable costs of collection of past due amounts, including collection agency fees, attorneys’ fees, Security Deposits such Staff and court costs associated with pursuing collection on amounts owed by Customer under this Agreement. Rates and Rate Changes – FSP will provide Customer Subcontractors in a “Hosting Fee Schedule” as part of the HSA, wherein the FSP rates for hosting are stipulated timely manner in conjunction accordance with the Customer’s number of Active Employees. The Hosting Fee Schedule details the change terms Supplier may establish with them, but in any hosting Fees based on increases or decreases to the Customer’s number of Active Employees processed in the Customer’s Software during the preceding quarter. Customer will be charged in the subsequent quarter the rateall cases, with applicable discounts applied for commitment periods (if any), in alignment with the number of Active Employees in Customer’s Vision database pursuant to the FSP Hosting Fee Schedule FSP reserves the right to make changes to the rates in effect in the Hosting Fee Schedule from time to time. Any revised Hosting Fee Schedule will have an effective date noting the date such rates took effect. FSP cannot make changes to the rates charged to Customer that occur during significantly later than the time Supplier is paid the corresponding fees and charges. Covendis may at its option, at any time, require Supplier to furnish Covendis with a payment bond in such amount as Covendis may specify to secure full and prompt payment by Supplier of a Commitment Term. Any Customer that is on a quarter-to-quarter agreement with FSP will be notified of rate increases at least thirty (30) days prior to the invoicing date for any services provided in subsequent quarters to the date of the rate increase. Security Deposit - In the event Customer is required to pay to FSP a Security Deposit due to Customer’s late payment of previous invoices for Services, FSP may, without further notice to Customer and without prejudice to FSP’s other remedies, apply part or all of the Security Deposit toward the cure of any Customer under this Agreement. In such event, Customer shall, within five (5) business days after written demand, pay FSP an amount equal to the amount so applied to restore the Security Deposit to its original amount, if Customer is to remedy the default of the Agreement. FSP may co-mingle the Security Deposit with its own funds. Customer shall not be entitled to receive interest on the Security Deposit. Any part of the Security Deposit not used by FSP shall be returned to Customer within sixty (60) days after this Agreement expires or is terminated, after applying the Security Deposit to any outstanding amounts due its Staff and/or Subcontractors.
f) Covendis may elect to provide, and payable Supplier may elect to FSP. FSP mayaccept, at its sole discretion, remove the requirement payments for Invoice Amounts in advance of a Security Deposit on the Customer’s account with FSP Customer payments for mutually agreed fees and may either apply this amount to amounts then owing or return the Security Deposit to Customer before any termination of the Agreementdeductions.
Appears in 1 contract
Sources: Supplier Agreement
Fees and Billing. Charges - Unless otherwise specified 2.1 Customer will pay Concentric all fees for the Services selected by Customer in a HSA, regardless Exhibit B in accordance with the price schedule in Exhibit A ("Fees") less ten percent (10%) for the term of whether Customer has commenced use of the Services, Customer’s payment obligation for Services accrues on the “Installation Date,” which is the later of (i) the applicable Agreement Term Effective Date set forth on the HSA, or (ii) the date on which the applicable Service is provisioned by FSP and ready for Customer’s usethis Agreement. All such charges are exclusive of any sales or use taxes and other federal, state, municipal, or other governmental taxes or levies applicable to the sale or use of Services hereunder (collectively “Taxes”) now in force or enacted Concentric agrees that in the future, all of which will be the responsibility of Customer. Customer will be fully responsible to any third party for any charges, costs, expenses (other event that market conditions dictate lower pricing than those included in the Services), and third party claims that may result from its use of, or access to, the Services. Billing and Payment Terms - FSP issues invoices quarterly, or as set forth in an applicable HSA. Quarterly recurring charges are due in in advance on the first of the month preceding the quarter in which Services are provide. On the Installation Date, Customer will be invoiced for all non-recurring charges and the quarterly recurring charges for the then-current quarter (pro-rated) and the following quarter, including any initial Setup Fee, unless other terms are specifically what is stated in Exhibit A, both parties agree to amend this Agreement to reflect the HSAmarket conditions. At such time, Concentric shall provide an updated Exhibit A with the amended reduced pricing and Customer shall pay all charges upon receipt fees in accordance with such amended price schedule in Exhibit A ("Fees") less ten percent (10%) for the remainder of the invoice, and payment term of this Agreement.
2.2 All Fees shall be past paid at Concentric's address as indicated in this Agreement or at such other address as Concentric may from time to time indicate by proper notice hereunder. All invoices are due if not paid and payable within thirty (30) days after the of Concentric's date of invoice.
2.3 All Fees are in U.S. Dollars and are exclusive of any applicable taxes. Customer shall pay, indemnify, and hold Concentric harmless from all sales, use, value added or other taxes of any nature, other than taxes on Concentric's net income, including penalties and interest, and all government permit or license fees assessed upon or with respect to any Fees (except to the invoice. Late payments will accrue charges at the lower extent Customer provides Concentric with a valid tax exemption certificate) provided that Concentric gives Eloquent prompt written .. notice of 1½ % per month, or the highest rate allowed by lawany such taxes. If any applicable law requires Customer makes a late payment during to withhold amounts from any payments to Concentric hereunder: (a) Customer shall effect such withholding, remit such amounts to the Term, FSP shall have appropriate taxing authorities and promptly furnish Concentric with tax receipts evidencing the right, upon written notice to Customer, to require a “Security Deposit” or other reasonable assurances to secure Customer’s payment obligations hereunder. Customer agrees to pay FSP’s reasonable costs payments of collection of past due such amounts, including collection agency fees, attorneys’ fees, Security Deposits ; and court costs associated with pursuing collection on amounts owed (b) the sum payable by Customer under this Agreement. Rates and Rate Changes – FSP will provide Customer a “Hosting Fee Schedule” as part of upon which the HSA, wherein the FSP rates for hosting are stipulated in conjunction with the Customer’s number of Active Employees. The Hosting Fee Schedule details the change in any hosting Fees deduction or withholding is based on increases or decreases shall be increased to the Customer’s number of Active Employees processed in the Customer’s Software during the preceding quarter. Customer will be charged in the subsequent quarter the rateextent necessary to ensure that, with applicable discounts applied after such deduction or withholding, Concentric receives and retains, free from liability for commitment periods (if any)such deduction or withholding, in alignment with the number of Active Employees in Customer’s Vision database pursuant to the FSP Hosting Fee Schedule FSP reserves the right to make changes to the rates in effect in the Hosting Fee Schedule from time to time. Any revised Hosting Fee Schedule will have an effective date noting the date such rates took effect. FSP cannot make changes to the rates charged to Customer that occur during the time of a Commitment Term. Any Customer that is on a quarter-to-quarter agreement with FSP will be notified of rate increases at least thirty (30) days prior to the invoicing date for any services provided in subsequent quarters to the date of the rate increase. Security Deposit - In the event Customer is required to pay to FSP a Security Deposit due to Customer’s late payment of previous invoices for Services, FSP may, without further notice to Customer and without prejudice to FSP’s other remedies, apply part or all of the Security Deposit toward the cure of any Customer under this Agreement. In such event, Customer shall, within five (5) business days after written demand, pay FSP an net amount equal to the amount so applied to restore Concentric would have received and retained in the Security Deposit to its original amount, if Customer is to remedy the default absence of the Agreement. FSP may co-mingle the Security Deposit with its own funds. Customer shall not be entitled to receive interest on the Security Deposit. Any part of the Security Deposit not used by FSP shall be returned to Customer within sixty (60) days after this Agreement expires such required deduction or is terminated, after applying the Security Deposit to any outstanding amounts due and payable to FSP. FSP may, at its sole discretion, remove the requirement of a Security Deposit on the Customer’s account with FSP and may either apply this amount to amounts then owing or return the Security Deposit to Customer before any termination of the Agreementwithholding.
Appears in 1 contract