Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 14 contracts
Sources: Master Services Agreement, Cloud Services Agreement, Master Services Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
ii. 6.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid.
6.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
6.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. 6.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 6 contracts
Sources: Cloud Services Agreement, Cloud Services Agreement, Cloud Services Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis▇▇▇▇▇▇▇,
(a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. Unless otherwise agreed between You and Us, if You are renewing directly with ▇▇▇▇▇▇▇ a Subscription originally purchased through an Authorized Reseller, then the Subscription Fees for Your initial Renewal Term with Us will be at Our then-prevailing Subscription Fees for the subject Cloud Service.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 5 contracts
Sources: Cloud Services Agreement, Cloud Services Agreement, Master Services Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) 10.1 We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
10.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to
(i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; or (ii. ) suspend the Professional Services until all payments due have been made in full.
10.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 4% per annum above the base lending rate of the Bank of England or such other amount as may be provided by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
10.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. 10.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 4 contracts
Sources: Master Services Agreement, Master Services Agreement, Master Services Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
6.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; and/or (ii. ) suspend the Professional Services until all payments due have been made in full.
6.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
6.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. 6.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 4 contracts
Sources: Master Services Agreement, Master Services Agreement, Master Services Agreement
Fees and Payment. 6.1 Except as expressly stated herein, Subscription Fees are non-refundable. Where your Order is directly with Celonis,
(a) We will invoice , You shall pay Us the Subscription Fees annually in advance; and (b) unless otherwise fees agreed upon in the applicable Order, all payments are due Your Celonis Cloud Services environment or other online platform in full without deduction or set-off within 30 (thirty) days accordance with the terms specified therein. Where you have ordered via an Authorized Reseller, You shall pay the fees agreed with such Authorized Reseller.
6.2 If, in good faith, You dispute the accuracy of the date any portion of Our invoice, then You shall pay all undisputed portions of the invoice when due, but may withhold any portion that is disputed provided You provide Us with written notice of such dispute at least 10 days prior to the invoice due date and use commercially reasonable efforts to resolve the dispute promptly.
ii6.3 Unless otherwise specified in the applicable Order Form, all fees for the Services exclude any direct or indirect taxes, levies, duties, or similar governmental assessments, including without limitation, any sales, use, value-added, withholding, or similar taxes (“Taxes”). The Subscription Fees are non-refundable and do not include Taxes and You are responsible for paying all TaxesTaxes associated with Your purchases hereunder directly to the taxing authority. As an exception to the foregoing, if We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be included as a line-item on Your invoice and will be payable by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. If We are required to pay Taxes based on the Services provided under these Terms, then any such Taxes shall be billed to and paid by You. If a withholding or deduction or withholding is required by law, You shall pay Us such additional amount and amount(s) as will ensure that We receive the net same total amount received by Us equals the full amount which that We would have received if no such withholding or deduction had the deduction or withholding not been required. This Section shall not apply to Taxes We are solely responsible for taxes based on Our upon our net income, assets, payroll, property, and employees.
iii. 6.4 Without prejudice to any other rights We may have, if any undisputed invoice is not paid by its due date, or if We verify that You have not received payment for any overdue invoicepaid an Authorized Reseller in accordance with the relevant partner agreement, We shall be entitled to (a) disable Your access to that part of the Services affected by giving You Your non-payment upon thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in fullthereof.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 4 contracts
Sources: Master Services Agreement, Master Services Agreement, Master Services Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. Unless otherwise agreed between You and Us, if You are renewing directly with Celonis a Subscription originally purchased through an Authorized Reseller, then the Subscription Fees for Your initial Renewal Term with Us will be at Our then-prevailing Subscription Fees for the subject Cloud Service.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 3 contracts
Sources: Master Services Agreement, Cloud Services Agreement, Cloud Services Agreement
Fees and Payment. 6.1 Where 5.1 If the Customer is purchasing the Service(s) through a Reseller:
5.1.1 All Subscription Fees must be paid by you in accordance with the payment terms in your Order is directly agreement with Celonis,the Reseller.
5.1.2 In the event that the Reseller does not pay us the Subscription Fees due in respect of the Service(s) provided to you, we reserve the right to request proof that you have made payment in full to the Reseller in respect of the applicable Subscription Fees.
5.1.3 Failure to provide proof of payment within 14 days after being notified in writing to provide such proof in accordance with clause 5.1.2 above may result in the suspension, or termination, of the Service(s) provided to you.
5.1.4 In the event that we do not have end customer details, and these are not provided by the Reseller within 14 days of our request for them, we reserve the right to suspend, or terminate, the Service(s) provided to you, without any liability.
5.1.5 If you do not pay the Subscription Fees in full in cleared funds to the Reseller by the date specified by us, we reserve the right, by notice to you, to require payment of the Subscription Fees direct to us immediately and to issue an invoice for such fees, on the basis that you have accepted the terms of this MSA and have thereby entered a Contract with us for the Service(s). In relation to such Contract, the minimum subscription Term will be 12 months from the date of our notice above, the Subscription Fees charged will be payable annually in advance and will be either (a) We will invoice the Subscription Fees annually in advance; and agreed by the Reseller with you or (b) unless our current retail price for such Services, as decided by us in our absolute discretion. Where this sub-clause applies, sub-clauses 5.2.3 and 5.2.4 will also apply.
5.2 If the Customer is purchasing directly:
5.2.1 Unless otherwise agreed upon agreed, the Subscription Fees payable by you for the Service(s) shall be the price set out in the Order, quotation and/or our invoice.
5.2.2 Subscription Fees are payable in advance and all payments are due invoices must be paid in full without deduction or set-off within 30 thirty (thirty30) days of the date invoice date, free of Our invoicededuction, set-off or counterclaim. If you are required by any applicable law to withhold any part of any amount payable to us, you shall at the time of payment of our invoice make an additional payment to us equal to the amount of such withholding.
ii. The Subscription Fees are non-refundable and do not include Taxes and 5.2.3 You are responsible for all Taxes. taxes, charges, levies, assessment and other fees of any kind imposed by governmental or other authority in respect of the purchase or implementation of the Service(s).
5.2.4 If We are required any sum payable to pay Taxes based us is not paid by the date on the Services provided under these Termswhich it is due, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without (without prejudice to any other available remedy) interest will accrue on the overdue amount at the statutory rate for the time being in force under the Late Payment of Commercial Debts (Interest) Act 1998 and we reserve the right in our discretion to suspend your rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (ause the Service(s) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You claim against the Customer) to terminate the Contract on written notice to the Customer. Where interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sum due accrues to us in accordance with this clause, any payment later received will be applied first in payment of the interest due, and secondly in reduction of the indebtedness. If you fail to pay our invoices within our payment terms, we reserve the right to instruct a Debt Collection Agency to recover the sums due and owing from you, together with compensation, the due date until Agency’s fees and any other costs and liabilities we have incurred in recovering the date debt.
5.3 All invoices rendered in respect of receipt of additional Subscription Fees payable for over-usage (in accordance with clauses 3.3 and 3.4 above) will be subject to the same payment by Us terms as detailed above in clauses 5.1 and 5.2 (inclusiveas applicable).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
6.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, acc ount and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; and/or (ii. ) suspend the Professional Services until all payments due have been made in full.
6.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
6.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. 6.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) 10.1 We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
10.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; and (ii. ) charge You interest at the rate of 4% per annum above the base lending rate of the Bank of England or such other amount as may be provided by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
10.3 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. 10.4 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 2 contracts
Sources: Celonis Cloud Services Agreement, Celonis Cloud Services Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) 10.1 We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
10.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to
(i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; or (ii. ) suspend the Professional Services until all payments due have been made in full.
10.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 4% per annum above the base lending rate of De Nederlandsche Bank or such other amount as may be provided by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
10.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. 10.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
ii. 6.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid.
6.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or such other amount as may be provided by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
6.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. 6.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 2 contracts
Fees and Payment. 6.1 Where The fees to be invoiced to you for the paid Trainings can be paid using the following methods:
a. online payment, by using your credit or debit card; or
b. bank transfer. You will need to request our bank details for the purpose of paying the fees this way. Please ensure you retain a transaction reference number in case there are any problems with your payment. The detailed payment terms of the fees for the paid Trainings are set forth on the Academy Platform. Furthermore, if you are a Camunda customer or Camunda partner, we may, in agreement with you, issue an Order is directly Form and you will pay the fees for the paid Training based on such document. If you are issuing a purchase order or similar document in connection with Celonis,
the purchase of a paid Training, you agree that you will do so for your own internal, administrative purposes and not with the intent to provide any contractual terms. You acknowledge and agree that we will not be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and Camunda’s provision of the Trainings shall not amount to: (ai) We an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii) an agreement to amend this Agreement. Except you are acting as a consumer, all fees for paid Trainings are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added tax, sales tax and, if applicable, withholding taxes that are levied or based upon such charges, or upon this Agreement. Camunda reserves the right to change the fees applicable for the paid Trainings. Any changes to such fees will invoice not apply to you with respect to any Trainings which you have fully paid and for which you have received a Registration Confirmation. Any such changes will become effective for any future Trainings for which you contemplate to register, subject to a prior written notice by ▇▇▇▇▇▇▇ sent via email or made available on the Subscription Fees annually Academy Platform. If you are a Camunda customer or Camunda partner, the payment terms laid down in advance; and (b) your underlying agreement with us will take precedence over the preceding paragraphs in case of any conflict, unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoicebetween us.
ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 2 contracts
Sources: Camunda Academy Terms and Conditions, Camunda Academy Terms and Conditions
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
6.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; and/or (ii. ) suspend the Professional Services until all payments due have been made in full.
6.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at 1% per month or lesser if such amount is required by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
6.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. 6.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Fees and Payment. 6.1 Where 5.1 If the Customer is purchasing the Service(s) through a Reseller:
5.1.1 All Subscription Fees must be paid by you in accordance with the payment terms in your Order is directly agreement with Celonis,the Reseller.
5.1.2 In the event that the Reseller does not pay us the Subscription Fees due in respect of the Service(s) provided to you, we reserve the right to request proof that you have made payment in full to the Reseller in respect of the applicable Subscription Fees.
5.1.3 Failure to provide proof of payment within 14 days after being notified in writing to provide such proof in accordance with clause 5.1.2 above may result in the suspension, or termination, of the Service(s) provided to you.
5.1.4 In the event that we do not have end customer details, and these are not provided by the Reseller within 14 days of our request for them, we reserve the right to suspend, or terminate, the Service(s) provided to you, without any liability.
5.1.5 If you do not pay the Subscription Fees in full in cleared funds to the Reseller by the date specified by us, we reserve the right, by notice to you, to require payment of the Subscription Fees direct to us immediately and to issue an invoice for such fees, on the basis that you have accepted the terms of this MSA and have thereby entered a Contract with us for the Service(s). In relation to such Contract, the minimum subscription Term will be 12 months from the date of our notice above, the Subscription Fees charged will be payable annually in advance and will be either (a) We will invoice the Subscription Fees annually in advance; and agreed by the Reseller with you or (b) unless our current retail price for such Services, as decided by us in our absolute discretion. Where this sub-clause applies, sub-clauses
5.2.3 and 5.2.4 will also apply.
5.2 If the Customer is purchasing directly:
5.2.1 Unless otherwise agreed upon agreed, the Subscription Fees payable by you for the Service(s) shall be the price set out in the Order, quotation and/or our invoice.
5.2.2 Subscription Fees are payable in advance and all payments are due invoices must be paid in full without deduction or set-off within 30 thirty (thirty30) days of the date invoice date, free of Our invoicededuction, set-off or counterclaim. If you are required by any applicable law to withhold any part of any amount payable to us, you shall at the time of payment of our invoice make an additional payment to us equal to the amount of such withholding.
ii. The Subscription Fees are non-refundable and do not include Taxes and 5.2.3 You are responsible for all Taxes. taxes, charges, levies, assessment and other fees of any kind imposed by governmental or other authority in respect of the purchase or implementation of the Service(s).
5.2.4 If We are required any sum payable to pay Taxes based us is not paid by the date on the Services provided under these Termswhich it is due, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without (without prejudice to any other available remedy) interest will accrue on the overdue amount at the statutory rate for the time being in force under the Late Payment of Commercial Debts (Interest) Act 1998 and we reserve the right in our discretion to suspend your rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (ause the Service(s) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You claim against the Customer) to terminate the Contract on written notice to the Customer. Where interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sum due accrues to us in accordance with this clause, any payment later received will be applied first in payment of the interest due, and secondly in reduction of the indebtedness. If you fail to pay our invoices within our payment terms, we reserve the right to instruct a Debt Collection Agency to recover the sums due and owing from you, together with compensation, the due date until Agency’s fees and any other costs and liabilities we have incurred in recovering the date debt.
5.3 All invoices rendered in respect of receipt of additional Subscription Fees payable for over-usage (in accordance with clauses 3.3 and 3.4 above) will be subject to the same payment by Us terms as detailed above in clauses 5.1 and 5.2 (inclusiveas applicable).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
ii. 6.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid.
6.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at 1% per month or lesser if such amount is required by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
6.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. 6.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 2 contracts
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
6.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; and/or (ii. ) suspend the Professional Services until all payments due have been made in full.
6.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or such other amount as may be provided by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
6.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. 6.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: Master Services Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) 10.1 We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or paymentsinafruelldwuitehout deductionor set-off within 30 (thirty) days of the date of Our invoice▇▇▇▇.▇▇▇
10.2 Without prejudice to any other rights We may hea, vif Wehave not received payment for any overdue invoi,cWese shall be entitled to
(i) by givingYou ȋ͛͘Ȍ andǯw ithout liability toYou, disableYo ur passwo rd,account and access to all or part of theCloud Serviceand Weshall be under no obligation to provide any or all of Cthleoud Servicewhile the invoice(s) concerned remain unpaid;or (ii) suspend the Professional Services until all payments due have been made. in full
10.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoicmesa,yWchearge You interest atthe rate of 4% per annum above the base lending rate of the Bank of Engolrasnudch other amount as may be provideyd b applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (in.clusive)
10.4 The Subscription Fees are nonn-refundable orenfundable and do not include Taxes and You are responsible for all Taxes. If We are required reqpuairyed to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction paidIf bay dYeoduu.ction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full sUtshe qfuulal l amount which We would have received had the deduction or withholding not been required. This requTihreisd.Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. 10.5 We shall be entitled to adjust the Subscription Fees with effect from efferocmt Fees, such increase shnaollt exceed7%. Your next Renewal TermnextRenewalTerm. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: Master Services Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) a. We will invoice have no obligation to commence provision of the Subscription System or the Support Services until you have paid the Setup Fee (if applicable).
b. You agree to pay the Fees annually you select as part of the THECUBE sign up or renewal process for the Term. Fees must be paid in advance; and (b) unless otherwise agreed upon advance and, except as expressly stated in the OrderAgreement, all payments are due in non-refundable. If you downgrade from a paid plan to a free plan, you will remain responsible for any unpaid Fees under the paid plan.
c. If we agree to invoice you by email, full without deduction or set-off payment must be received within 30 seven (thirty7) days from the invoice date.
d. If you dispute any amount we say is payable, you must notify us within 10 days of the date of Our invoicethe relevant invoice and explain in detail why you dispute the amount. If any invoice is disputed in part only, you must pay any undisputed amount in full. You and we will endeavour to resolve any dispute as quickly as possible.
e. If you fail to pay, within 7 days of its due date for payment, any amount which is not properly disputed in accordance with clause 4(d), we may, at our absolute discretion and without prejudice to our other rights or remedies:
i. downgrade your paid plan to a free plan until those amounts are paid in full, provided we have given you five (5) or more days’ prior notice that we intend to exercise this discretion. You acknowledge and agree that a downgrade will result in a decrease in certain features and functionality in the System, and some of your Confidential Information, becoming unavailable to you;
ii. The Subscription suspend any services provided under the Agreement, including access to the System or any Support Services and your Confidential Information;
f. If we downgrade you or suspend your access to the System, your obligations to pay Fees are non-refundable and incurred up to the date of downgrade or suspension will continue. If you pay all amounts due within 14 days of the date of downgrade or suspension, we will upgrade you back to your paid plan, or reactivate your access to the System, but we may require you to pay an upgrade or reactivation fee first. If you do not include Taxes pay all amounts due within 14 days of the date of downgrade or suspension, we may refuse to upgrade you or to reactivate your access to the System.
g. You must indemnify us for our reasonable costs of enforcing the Agreement, including collection costs and You are responsible for all Taxes. If We legal costs on a solicitor - own client basis.
h. All amounts exclude applicable goods and services tax, sales and similar taxes (unless expressly stated otherwise).
i. Where you are required to pay Taxes based on deduct or withhold any amount from the Services provided under these TermsFees or any other charges by way of withholding tax (or similar), then such Taxes shall the Fees and/or charges will be billed deemed to and paid be grossed up by You. If a deduction or withholding is the amount of the required by lawdeduction, You shall pay such additional amount and will ensure so that the net amount received by Us equals payable to us will be equal to the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our incomeFees and/or charges payable without deduction.
iiij. During the Term, we may amend the Fees payable under the Agreement at any time. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior will give you at least 30 days written notice and without liability to You, disable Your password, account and access to all or of any change. Where you selected a Minimum Term as part of the Cloud Service and We shall THECUBE sign up or renewal process, the change will not be under no obligation to provide any or all effective until the end of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in fullMinimum Term.
iv. Without prejudice k. Where your payment obligations for the provision of the System are owed to our reseller or distributor ( reseller), and you do not pay our reseller in accordance with the terms of your agreement with them, we may exercise any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription our powers in the event We fail Agreement as if you had failed to receive payment for such Subscription or We confirm that You have not paid pay us in accordance with the Authorized Reseller for such SubscriptionAgreement.
Appears in 1 contract
Sources: Supply Agreement
Fees and Payment. 6.1 Where 30.1 You agree to pay us the Fees, and any other amount payable to us under this Agreement, in accordance with the Payment Terms.
30.2 For the avoidance of doubt, if as part of the Services we are procuring any licences for you, and there are increases in the costs of licences as a result of increases imposed by the licensor (for example, Microsoft), then we may pass on such increases to you, and such increases will constitute a deemed Variation under clause 28.3.
30.3 To the extent that we offer payment to you on a credit basis, we may carry out credit checks, and you agree to provide us or our Personnel with all information and documents necessary to carry out such checks. Credit may be subject to change if your Order is directly credit position changes during the Term.
30.4 If any payment has not been made in accordance with Celonis,the Payment Terms, we may (at our absolute discretion):
(a) We will invoice after a period of 30days, cease providing the Subscription Fees annually in advanceServices, and recover, as a debt due and immediately payable from you, our additional costs of doing so (including reasonable legal fees, debt collector fees and mercantile agent fees); and and/or
(b) unless otherwise agreed upon charge interest at a rate equal to 4% above the Bank of England’s base rate, from time to time, but at 4% a year for any period when that base rate is below 0%, per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoicePayment Terms.
ii. The Subscription Fees are non-refundable and do 30.5 If applicable, you will not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or any part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have the Deposit and/or the Bond has been made paid in full.
iv. Without prejudice 30.6 If the Services are to any other rights We may havepaid up front, if We have you will not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust any part of the Subscription Services until the Fees with effect from Your next Renewal Termhave been paid in full.
30.7 Unless otherwise specified in a Service Order, you agree that we may vary the Fees on each annual anniversary of the Commencement Date by providing 60 days’ written notice to you of such variation. Where We increase we provide this notice, the Subscription Feesnew Fees will take effect on and from the anniversary of the Commencement Date. If you do not agree to any Fee variation:
(a) you agree to notify us in writing within 30 days of the Fee variation coming into effect; and
(b) following receipt of such notice by us, such increase shall not exceed 7%the Parties will use all reasonable endeavours to work together to resolve the matter.
6.2 If Your Subscription is purchased through an Authorized Reseller30.8 If:
(a) you have provided us with the notice in accordance with clause 30.7(a); and
(b) the Parties are unable to resolve the matter pursuant to clause 30.7(b), We may, upon written notice, suspend Your right you may elect to use terminate the Subscription Agreement prior to the end of the Initial Term or the then Renewal Period in accordance with the notice period in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.Schedule, and in which case, clause
Appears in 1 contract
Sources: Terms and Conditions
Fees and Payment. 6.1 Where your In return for the Debit Order is directly with Celonis,Services, Netcash will be entitled to deduct the agreed Netcash Fees as set out in the Master Agreement.
(a) We will invoice the Subscription Fees 6.2 While Netcash shall endeavour to update its fees annually in advance; and (b) unless otherwise agreed upon July of each successive year, Netcash may be obliged to update it fees at some other time due to changes in legislation or by third party providers. In the Order, all payments are due in full without deduction or set-off within event that Netcash changes the Netcash Fees it shall provide the Client with 30 (thirty) days of calendar days’ notice thereof and the date of Our invoice.
ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We Client shall be entitled to cancel this Agreement, without penalty of any kind whatsoever, either within the 30 (athirty) calendar day notice period given by giving You thirty (30) days’ prior written notice Netcash or at any stage thereafter, if the Client objects to the increase in the Netcash Fees.
6.3 In addition to the Netcash Fees, Netcash shall be entitled to deduct the following from the Available Balance:
6.3.1 all tariffs and without liability to You, disable Your password, account and access to all fees as levied by means of law or part as levied by other banking or other institution registered in terms of the Cloud Service and We shall be under no obligation to provide any National Payment System Act No. 78 of 1998 or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You banking institution which is entitled to levy a fee or tariff on the Transaction;
6.3.2 interest at the rate of 1Prime plus 2% (two per month or lesser if such amount centum) that is required levied by applicable law Netcash on any overdue sums from unpaid amounts owing to Netcash by the due date until Client and in respect of which there are insufficient amounts in the date of receipt of payment Retentions and/or the Client’s Netcash Account;
6.3.3 any unpaid or unsuccessful or disputed collections which are returned by Us (inclusive)the Payer’s bank; and
6.3.4 any other monies that Netcash was required to pay on the Client’s behalf to process any Transaction.
v. We 6.4 If Netcash pays more monies to the Client than the Client was entitled to recover or under-recovers any fees, charges, or interest as set out above, Netcash shall be entitled to adjust deduct the Subscription Fees amount of such overpayment, fees, charges, and/or interest by means of set-off from the Available balance applicable to the next Transaction/s that Netcash processes on behalf of the Client. If Netcash refunds any overpayment as set out in this clause it shall provide the Client with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%full accounting detailing the way in which the set-off was calculated.
6.2 If Your Subscription is purchased through an Authorized Reseller, We 6.5 In the alternative to clause 6.4 above Netcash may, upon written noticeat its sole discretion, suspend Your right elect to use recover the Subscription in overpayment, fees, charges, and/or interest from the event We fail Client directly and not by means of set-off and the Client hereby authorizes Netcash to receive make the necessary payment for such Subscription or We confirm that You have not paid from the Authorized Reseller for such SubscriptionClient Bank Account.
Appears in 1 contract
Sources: Netcash Debit Orders Service Terms
Fees and Payment. 6.1 Where You will pay the fees for the Service subscription and other services selected by you at the time and on the terms specified in your Order is Agreement Package. You authorize Inspected (either directly or through its third party payment processor) to charge the credit card identified by you (which you represent and warrant that you are authorized to use) or to process an ACH payment from the account(s) identified by you (which you represent and warrant that you are authorized to use) for all applicable fees for your subscription in US dollars, including all applicable taxes. If Inspected does not receive payment from your credit card provider or by means of our ACH transfer or otherwise as agreed, you agree to pay all amounts due upon demand, in US dollars, and Inspected may suspend your access to the Service. All sales are final and Inspected will not issue refunds except as expressly provided in this Agreement. You will promptly reimburse Inspected for any costs incurred in connection with Celonis,
collection of past-due amounts, including attorneys’ fees, and Inspected may, as a result of late payment, among other remedies available to it, discontinue its provision of the Service to you in accordance with this Agreement. If you agreed to purchase a minimum number of Inspector licenses as part of registering for the Services (a) We will invoice the Subscription Fees annually in advance; “Minimum License Level”), you must pay for at least that number of licenses during the applicable term. Additional licenses may be purchased at the same pricing during the term, with fees prorated for partial months, and (b) unless otherwise agreed upon you may make adjustments in the Orderactual number of licenses from time to time, all payments are due in full without deduction provided that you must always purchase a number of licenses equal to or set-off within 30 (thirty) days greater than the Minimum License Level. Monthly billing will be based upon the number of users at the beginning of the date of Our invoice.
iiperiod, plus prorated billing for any added users and without reduction for users removed during the period. The Subscription Fees All fees paid hereunder are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our incomenon- recoupable.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: Customer Success Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) We 8.1 In consideration of MTE making the Services available, you will invoice pay MTE the Subscription Fees annually Fees, monthly in advance, as stated on your order form (which may be amended by you in writing from time to time) or as notified to you by MTE from time to time. The Fees shall be due and payable until this Agreement is properly terminated in accordance with clause 10. There is no charge for the use mte (April 2018).
8.2 All Fees in this Agreement are exclusive of VAT and disbursements. VAT will be payable in addition to the Fees at the rates for the time being prescribed by law. Disbursements are chargeable in accordance with MTE’s standard pricing policy. An invoice will not be issued unless you request one.
8.3 You will pay the Fees, VAT and any disbursements:
8.3.1 by direct debit under the terms of the direct debit scheme collected on or after the 15th of each month; and (b) unless or
8.3.2 as otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoicewriting between you and MTE.
ii. The Subscription Fees are non-refundable and do 8.4 If any sum payable under this Agreement is not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, paid when due then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without without prejudice to any MTE’s other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You sum will accrue interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive)in full at 4% per annum over Barclays Bank plc base rate from time to time both before and after judgment.
v. We shall 8.5 All Fees may be entitled increased at any time by MTE on giving 30–days’ notice to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, you; you are deemed to accept such increase shall not exceed 7%unless you exercise your rights under clause 10.1.
6.2 8.6 From time to time MTE will review the Services and make them compliant so far as it is able and it is appropriate. MTE is not an authorised firm under the FSMA. It will review all Fees and if necessary, owing to the provisions to make the Services compliant, it may revise the Fees provided it gives written notice to you.
8.7 If Your Subscription is purchased through an Authorized Resellerthe provisions of clauses 8.1 to 8.6 conflict with the payment provisions of the Corporate Agreement, We may, upon written notice, suspend Your right to use the Subscription provisions in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such SubscriptionCorporate Agreement shall prevail.
Appears in 1 contract
Sources: Standalone Terms and Conditions
Fees and Payment. 6.1 Where your As consideration for the licenses and services provided by CloudFabrix hereunder, Licensee shall pay to CloudFabrix (or, where applicable, to CloudFabrix’s Reseller) fees in the amounts and according to the payment schedule set forth in each applicable Purchase Order and/or Statement of Work. The applicable fees (including any fees specified in a Purchase Order and/or Statement of Work) are payable within the period set out in the applicable invoice (and if no period is directly with Celonis,
set out in the invoice, within thirty (30) days of the date on which Licensee receives the invoice). If Licensee fails to make any payment when due then, in addition to all other remedies that may be available to CloudFabrix: (a) We will invoice CloudFabrix (or, where applicable, CloudFabrix’s Reseller) may charge interest on the Subscription Fees annually in advancepast due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and (b) unless otherwise agreed upon in the Orderif such failure continues for fifteen (15) calendar days following written notice that such payment is past due, CloudFabrix may suspend any and all payments are license rights granted hereunder until all past due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
iiamount and interest thereon have been paid. The Subscription Fees remedies specified in this Section 6 are in addition to, and not in lieu of, CloudFabrix’s right to terminate this Agreement under Section 7. All fees are non-refundable cancelable and do non-refundable. CloudFabrix may, not include Taxes more than one time during any calendar year, increase its fees; provided that (x) it provides written notice to Licensee at least sixty (60) calendar days prior to the effective date of such increase, and You (y) any such fee increase shall not exceed the greater of five percent (5%) or any increase to the consumer price index (CPI) since the immediately preceding fee increase. All fees are responsible for all exclusive of any applicable taxes, levies, duties or similar government charges or assessments of any nature, including sales taxes, value-added taxes and withholding taxes (collectively, “Taxes”). If We are required CloudFabrix or its Reseller has a legal obligation to pay Taxes based on or collect Taxes, the Services provided under these Terms, then such Taxes appropriate amount shall be billed invoiced to and paid by You. If a deduction or withholding is required Licensee, unless Licensee provides CloudFabrix (and, where applicable, its Reseller) with an acceptable tax exemption certificate issued by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our incomeappropriate taxing authority.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: End User License Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,All orders placed will be considered final upon acceptance by N-able. Fees will be due and payable as set forth on the Sales Order. Unless otherwise set forth herein, fees shall be at N-able’s then-standard rates at the time of invoice or, if applicable, as set forth in the Sales Order. If You fail to pay as so required, N-able shall be entitled, at its sole discretion, to:
(ai) We will invoice suspend provision of the Subscription Fees annually in advanceServices until You fulfill Your pending obligations; and (bii) unless otherwise agreed upon charge You an interest rate designated by N-able at the time of invoice; and/or (iii) terminate this Agreement. If You or Your Users exceed the license capacity designated in the Sales Order, in addition to N-able’s other remedies, You will be charged, and You shall pay, the then-current list price for the excess usage, which will be reflected in Your invoice. Unless otherwise stated, all payments are due made under this Agreement shall be in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
iiUnited States dollars. The Subscription Fees are non-refundable and refundable. If You believe all or any part of an invoice is in error, you must notify N-able within ninety (90) days of your receipt of the invoice. If You fail to do so, N-able will not include Taxes be required to make any adjustment to the invoice, and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed deemed to and paid by Youhave waived any right to contest the invoice. If a deduction or withholding is required by lawYou may, at any time, upgrade its N-able subscription license. After an upgrade, You shall pay such will be billed at the beginning of the next payment cycle for the additional fees due under the upgraded subscription license. The amount due and owing for the upgraded subscription license will ensure that be reduced by the net amount received by Us equals the full amount which We would You have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may havealready paid, if We have not received payment any, for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part the remainder of the Cloud Service and We shall be under no obligation applicable Term. N-able reserves the right to provide adjust pricing up to 5% plus any or all year over year increase in CPI, calculated at the last month of the Cloud Initial Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may haveTerm and, if We have not received payment applicable, any renewal term. The term "CPI" means the Consumer Price Index for any overdue invoicesAll Urban Consumers (CPI-U) for the U.S. City Average for All Items (1982-1984=100) published by the United States Department of Labor, We may charge You interest at the rate Bureau of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive)Labor Statistics.
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: Software Services Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) We With the exception of any free Trial, or where otherwise explicitly noted, You are required to pay a fee for the right to access and use a Cloud Service. You must pay for Your usage through one of the following methods of payment: (i) if You have purchased Your Subscription through a cloud service provider marketplace, billing of Your account with such cloud service provider (“Marketplace Billing”), (ii) payment of an applicable invoice You receive from Elastic for amounts owed, or (iii) payment using a valid credit card, which You must provide with a name and address to Elastic's payment processor. You are responsible for keeping Your payment details up to date. Your fees will invoice be based on the Subscription Fees annually resource metric (“Resources”) by which the applicable Cloud Service is billed as identified on the applicable Cloud Service description, registration, or pricing page(s) that are presented to You prior to purchase, or otherwise at the then-current list price for such Resources. You agree to pay for the Resources You use on a monthly basis in advance; arrears. Except as otherwise expressly provided in this Agreement, any and all payments You make pursuant to this Agreement are non-refundable, and all commitments to make any payments hereunder are non-cancellable. Elastic reserves the right to require up-front payment for some features or functions of a Cloud Service. Payments will be made without right of set-off or chargeback.
(b) unless otherwise agreed All fees are exclusive of any applicable sales, use, value added and excise taxes levied upon in the Order, all payments are due in full without deduction delivery or set-off within 30 (thirty) days use of the date taxable components, if any, of Our invoice.
iiany Subscription You purchase under this Agreement (collectively, “Taxes”). The Subscription Fees are non-refundable and Taxes do not include Taxes any taxes on the net income of Elastic or any of its affiliates. Unless You qualify for a jurisdictional value added/sales/use/excise or similar tax exemption and provide Elastic with all necessary documentation Elastic may require (e.g., a valid exemption certificate or Direct Pay Permit), and provided that Elastic separately states any such taxes in the applicable invoice, You are will pay and be solely responsible for all Taxes. If We You are required by any foreign governmental authority to pay Taxes based on deduct or withhold any portion of the amount invoiced for the delivery or use of a Cloud Service or the Support Services provided under these Termsthis Agreement, then such Taxes shall be billed to and paid by You. If a deduction or withholding (i) if Your transaction is required by lawdirectly with Elastic, You shall pay such additional increase the sum paid to Elastic by an amount necessary for the total payment to Elastic equal to the amount originally invoiced or billed, and will ensure that (ii) if Your transaction is conducted through a cloud service provider marketplace, You agree to remit a receipt of taxes withheld to Elastic within ninety (90) days of the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our incomeremittance.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (ac) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all Late payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You will bear interest at the rate of 1% per month (or lesser the highest rate permitted by law, if less). You are responsible for paying all reasonable expenses and attorneys’ fees that Elastic incurs in connection with collecting unpaid amounts that are past due. Elastic reserves the right to terminate your right to access and use a Cloud Service for failure to timely pay amounts due. In order to dispute any amount billed to you for your use of a Cloud Service, you must do so within ten (10) days of being billed for such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive)amounts, or you will be deemed to have waived your right to dispute such amounts.
v. We shall (d) You acknowledge and agree that any credit card and related billing and payment information that you provide to Elastic may be entitled to adjust the Subscription Fees shared by Elastic with effect from Your next Renewal Term. Where We increase the Subscription Feescompanies who work on Elastic's behalf, such increase as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Elastic and servicing your Account. Elastic shall not exceed 7%be liable for any use or disclosure of such information by such third parties.
6.2 If Your Subscription is purchased (e) Elastic may change its fees and payment policies at any time, provided that such changes will apply upon the start of the next billing cycle. Changes to the fees or payment policies will be communicated via the applicable Cloud Service and/or through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscriptionany of our established communication channels.
Appears in 1 contract
Fees and Payment. 6.1 Where your Order 5.1 All Fees applicable to this Agreement and payable to BPE by the Client under this Agreement (in respect of Temporary Placements and otherwise) are set out in this clause 5 and the Fees Schedule and shall be paid by the Client to BPE in accordance with the terms of this Agreement.
5.2 If the Temporary Placement is directly with Celonis,extended the Client acknowledges and agrees that (i) BPE shall have the right to increase the Fee; and (ii) the Fees shall be payable on each extension of the Temporary Placement.
5.3 BPE shall have the right to increase the Fees during a Temporary Placement and the Client shall be obliged to pay an increased Fee or additional sums in the following circumstances:
(a) We will invoice if in BPE’s reasonable opinion the Subscription Fees annually in advance; and original job specification/list of services for the Temporary Worker to perform is added to and/or more responsibility is given to the Temporary Worker;
(b) unless otherwise agreed upon every six months from the beginning of the Commencement Date;
(c) if any statutory legislation comes into force or any changes to interpretation or implementation of the law, which affects the amount that BPE is required to pay with respect to the Temporary Worker including (but not limited to) National Insurance contributions, tax, pension costs, holiday pay costs, any other payments, deductions or statutory liability of BPE (including pursuant to the AWR) if applicable;
(d) if in BPE’s reasonable opinion any Temporary Worker is eligible for and/or has not received equivalent Basic Working and Employment Conditions (including without limitation any overtime pay, bonus, commission, holiday pay or other payment). in the Orderabove circumstances BPE will notify the Client in writing of any increase in the Fees or additional payments due from the Client in order to meet its obligations.
5.4 For the avoidance of doubt, all payments are in the event that there is a change in interpretation or implementation of the law regarding the calculation of holiday pay, which results in BPE being required to pay to the Temporary Worker (other than Contractors) additional monies to compensate for previously incorrectly calculated holiday pay, BPE shall be entitled to invoice the Client for such sums and the Client shall be obliged to pay such additional sums to BPE plus VAT.
5.5 BPE will render invoices to the Client monthly in arrears which shall be paid by the Client no later than 14 days from the date of such invoice. All invoices will be deemed to be accepted in full by the Client unless the Client notifies BPE in writing within five days of the amount the Client disputes and the reason the Client disputes that amount. In the event the Client does so notify BPE that it wishes to dispute part of an invoice, the Client shall pay the undisputed part of the invoice within the agreed payment terms and shall co-operate fully with BPE in order to resolve the dispute as quickly as possible.
5.6 All sums due from the Client to BPE shall be paid in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Termsany set off, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction whatsoever including for or on account of any taxes or other duties (including without limitation any withholding not been required. This Section shall not apply to Taxes based on Our incometaxes).
iii. 5.7 Without prejudice to any other rights We it may haveexercise in the event of a breach of clause 5 by the Client, if We have not received payment for any overdue invoice, We BPE shall be entitled to to:
(a) by giving You thirty charge the Client interest in respect of any amount outstanding after the due date for payment (30both before and after any judgment) days’ prior written notice from the date of invoice up to and without liability to You, disable Your password, account and access to all or part including the day of payment at the Cloud Service and We shall be under no obligation to provide any or all rate of the Cloud Service while any such invoice remains unpaid; and/or 2% per calendar month;
(b) suspend Professional or withdraw the delivery of the Services until all payments due have been made in fullwithout prior notice to the Client; and
(c) terminate with immediate effect each and every Temporary Placement concluded under this Agreement between the Client and BPE.
iv5.8 In the event that the Client is late in making any payment due to BPE under this Agreement, this shall constitute a material breach of the Agreement for the purposes of clause 10.
5.9 The Fees are exclusive of UK taxes and VAT will be added at the prevailing rate (currently 20%).
5.10 If BPE provides any advertising services for or on behalf of the Client, all agreed advertising, promotion and related costs and expenses incurred by BPE will become immediately payable by the Client to BPE upon BPE providing evidence of such costs being incurred.
5.11 The Client shall reimburse BPE for all expenses incurred by BPE in delivering the Services, as agreed between BPE and the Client from time to time in writing.
5.12 The Client shall reimburse BPE for any and all sums which BPE is obliged to pay to a pregnant Temporary Worker pursuant to the AWR.
5.13 BPE shall notify the Client within 14 days of it being notified by the Temporary Worker who is performing the Temporary Placement that she is pregnant. Without prejudice The Client will perform a risk assessment on such Temporary Worker and make any subsequent reasonable adjustments. If the Temporary Placement is terminated as a result of the Temporary Worker’s pregnancy and/or on maternity grounds for health and safety reasons, BPE will use its reasonable endeavours to any find other rights We may havesuitable alternative work for such Temporary Worker. In the event that:
(a) such replacement work pays the Temporary Worker a lower remuneration than the terminated Temporary Placement, if We the additional cost of the difference in remuneration between the terminated Temporary Placement and the replacement work will be borne by the Client; or
(b) BPE cannot find suitable alternative work for such Temporary Worker, and such Temporary Worker is entitled to remuneration in accordance with Section 68C of the ERA, the Client will pay BPE the full amount of remuneration that such Temporary Worker is entitled to as a result of complying with Section 68C of the ERA within 14 days of the Temporary Placement being terminated. 5.14 With regards to Candidates or Temporary Workers who have not received payment for expressly opted out of the Regulations, the Client may, provided it first informs BPE in writing, offer to Engage the Candidate or Temporary Worker at any overdue invoicestime, We may charge You interest at directly or indirectly (including via another employment business), upon paying a transfer fee to BPE, calculated in accordance with clause 5.16 below ("Transfer Fee"). However a Transfer Fee shall not be payable if:
(a) the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums Engagement commences after the later of:
(i) 14 weeks from the due date until Introduction; and
(ii) 8 weeks after the date of receipt the completion of payment the Temporary Placement (the "Minimum Time"); or
(b) before the expiry of the Minimum Time the Client gives BPE 12 months’ written notice of the start of the Engagement (the "Extended Hire Period") and the Client continues the Temporary Placement via BPE for the duration of the Extended Hire Period.
5.15 If the Client Engages a Candidate or Temporary Worker who is a Contractor and has expressly opted out of the Regulations, directly or indirectly (including via another employment business) at any time between the date of Introduction and the later of the 12 months following the Introduction and the 12 months following the last day of the Temporary Worker’s Temporary Placement, it shall pay BPE a Transfer Fee as per clause 5.16.
5.16 The Transfer Fee shall be calculated with reference to the Engagement Fee percentage set out in the Fees Schedule and the Remuneration (if unknown, the Estimated Remuneration), offered to the Candidate or Temporary Worker.
5.17 If the Client elects for an Extended Period of Hire, as set out in clause 5.14(b) above, but before the end of such period Engages the Temporary Worker either directly or indirectly (pursuant to being supplied by Us another employment business) or if the Temporary Worker chooses not to be supplied for the Extended Period of Hire, the Transfer Fee may be charged to the Client but any sum already paid by the Client to BPE for any part of the Extended Hire Period already undertaken by the Temporary Worker shall be deducted.
5.18 The Client warrants that it shall not make any Unauthorised Referrals. The Client agrees that in the event it does and any such referral leads to an Engagement by any other person, firm, organisation or corporation within:
(inclusivea) the Restricted Period, for the purposes of those Candidates/Temporary Workers who have not expressly opted out of the Regulations; or
(b) the later of 12 months from the date of the Introduction and 12 months from the expiry of the Temporary Placement, for the purposes of those Candidates/Temporary Workers who have expressly opted out of the Regulations, the Client shall in each case be liable to pay BPE the Transfer Fee set out at clause 5.16 with respect to the Remuneration (or if unknown, the Estimated Remuneration) offered to the Candidate or Temporary Worker by such other person, firm, organisation or corporation (which includes but is not limited to another member of the Client Group).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase 5.19 BPE shall not exceed 7%.refund the Client the Transfer Fee in
6.2 If Your Subscription is purchased through The Client agrees and acknowledges that:
(a) it shall provide accurate and up-to-date information to BPE on an Authorized Reselleron-going basis in relation to the Basic Working and Employment Conditions of comparable employees of the Client so as to ensure that the remuneration paid by BPE to the Temporary Worker for the Temporary Placement complies with AWR;
(b) it shall provide BPE with information on how they calculate holiday pay for comparable employees of the Client;
(c) it shall complete the Questionnaire, We may, to the satisfaction of BPE and return it to BPE within 2 working days of receipt; and
(d) it shall promptly notify BPE in writing upon written notice, suspend Your right to use the Subscription any changes in the event We fail to receive payment for such Subscription Basic Working and Employment Conditions (including without limitation any pay reviews, bonus payments or We confirm that You have not paid the Authorized Reseller for such Subscriptionincreased holidays).
Appears in 1 contract
Sources: Client Terms of Business for Temporary Workers and Contractors
Fees and Payment. 6.1 Where your Order is directly 13.1 We shall invoice You for the Services Fees in accordance with Celonis,the applicable Quotation or, if not specified in the Quotation, monthly in advance. We shall invoice You for Our reasonable expenses as approved by You in writing (to include by email) monthly in arrears.
(a) 13.2 We will shall invoice You for the Subscription Fees Licence Fee or Minimum Annual DP Fee, as applicable in accordance with the applicable Quotation or, if not specified in the Quotation, annually in advance.
13.3 You agree that Digital Products shall not be made available to You until We have received payment of the corresponding Licence Fee or Minimum Annual DP Fee, as applicable.
13.4 Unless otherwise specified in the Quotation, You shall pay each of Our valid invoices within thirty (30) days of the date on the invoice. If You wish to dispute an invoice, You shall notify Us of the nature of the dispute in writing within ten (10) days of receiving the invoice.
13.5 You shall be liable for any national, European Union, value added, sales, excise, state, local, withholding or other taxes or customs duties applicable to the Fees. You shall pay an interest charge of 8% on any such undisputed sum that is overdue in accordance with the Late Payment of Commercial Debts (Interest) Act (1998) (as amended).
13.6 We review Our pricing annually and we use the Consumer Price Index (CPI), along with other sector specific factors, based on which We may increase Our Fees:
a) In December of the Contract Year, with effect from 1st April of the following Contract Year; and (or
b) by giving You not less than 30 days prior written notice, but not more than once in each Contract Year, and such increase shall apply from the beginning of the next Contract Year; or
c) in accordance with the Quotation.
13.7 If payment of the Fees or any part thereof is overdue, then unless otherwise agreed upon You have notified Us in writing that such payment is in dispute in accordance with clause 13.4 We shall notify You in writing of such delay and if the Order, all payments Fees are due not paid in full without deduction or set-off within 30 ten (thirty10) days of the date of Our invoice.
ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoicesnotice, We may charge You interest at Our option:
a) suspend provision of the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date Digital Products and/or Services until the date corresponding overdue fees (including any interest due under clause 13.5) are paid in full; or
b) treat such as a material breach and terminate the relevant Contract in accordance with clause 17.3a). We may invoice You upon such termination for the remainder of receipt the Fees in respect of payment by Us (inclusive)any incomplete Minimum Term.
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: Master Services Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) 10.1 We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
10.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; and (ii. ) charge You interest at the rate of 4% per annum above the base lending rate of De Nederlandsche Bank or such other amount as may be provided by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
10.3 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. 10.4 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: Celonis Cloud Services Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) We will invoice 5.1. You agree to pay the Subscription Fees annually in advance; fees for the Software, Documentation and (b) unless otherwise agreed upon in the Order, all payments are due in full Services without deduction or set-set off within 30 (thirty) days and in accordance with the terms specified in each Statement of Work.
5.2. You must pay the Initial Fee and the Annual Licence Fees prior to Using the Software and You shall pay any subsequent Annual Licence Fees in advance of the date expiry of Our invoice.
iithe current Licence. The Subscription Initial Fee and Annual Licence Fees are non-refundable and refundable.
5.3. We have the right to vary the Annual Licence Fees upon reasonable written notice to You provided that the percentage increase in the Annual Licence Fees shall be within a reasonable tolerance of the percentage increase in the Consumer Price Index (CPI) in the preceding 12 month period.
5.4. We reserve the right to increase the fees for Consultancy Services and/or the Support Fees once in any 12 month period on giving thirty (30) days prior written notice to You.
5.5. Unless agreed in advance by the parties, all rates detailed in the Statement of Work do not include Taxes travel, accommodation, subsistence and the cost of materials and third party services or reasonable out of pocket expenses. You shall reimburse Us for any reasonable expenses that We necessarily incur in connection with the provision of the Services Such expenses and disbursements shall be re-charged to You at cost, mileage rates to be calculated at a rate of £0.50 per mile. Services and mileage rates may be revised by Us from time to time. Any such changes will be notified to You, either at the time that You request further services, or by the distribution of the revised published rates.
5.6. We reserve the right to suspend the supply and/or access to the Software, Documentation and/or Services to You where any amounts owed under this Agreement are responsible overdue until all such amounts have been paid in full (together with any accrued interest). Interest shall be payable on overdue accounts at a rate of 4% per annum above the base rate of HSBC Plc from time to time from the due date for all Taxespayment until We receive the full amount and shall accrue at such rate after as well as before any judgement.
5.7. In the event that You cancel or postpone any Service(s) within five Business Days of the agreed start date then 100% of the fees will be payable as a Cancellation Charge. If You cancel or postpone between six and nine Business Days of the agreed start date then 50% of the fees will be payable as a Cancellation Charge. Notwithstanding the foregoing, we may claim Cancellation Charges if you cancel or postpone any Services prior to the agreed start date where we have incurred any costs or expenses or suffer any loss as a result of your cancellation or suspension.
5.8. If We are delayed or impeded or obliged to spend additional time or incur additional expenses in the performance of any of Our obligations under this Agreement by reason of Your act or omission or that of Your employees, agents, contractors or subcontractors (including the provision by any such person of any incorrect or inadequate data, information or instructions) then, notwithstanding anything else contained in this Agreement or Statement of Work, You will pay Us for any additional time that We spend and any expenses that We reasonably incur in carrying out such obligations and which are caused or rendered necessary by such act or omission and any target time specified for the performance by Us of any of Our obligations shall be extended accordingly.
5.9. You are required to pay Taxes based on make payment via the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount UK Direct Debit payment system and will ensure complete the Direct Debit mandate. You recognise and agree that by completing a Direct Debit Instruction We are authorised to debit the net amount received by Us equals relevant fees, as set out in the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may haveStatement of Work, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%nominated account.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: Framework Agreement
Fees and Payment. 6.1 Except as expressly stated herein, Subscription Fees are non-refundable. Where your Order is directly with Celonis,
(a) We will invoice ▇▇▇▇▇▇▇, You shall pay Us the Subscription Fees annually in advance; and (b) unless otherwise fees agreed upon in the applicable Order, all payments are due Your Celonis Cloud Services environment or other online platform in full without deduction or set-off within 30 (thirty) days accordance with the terms specified therein. Where you have ordered via an Authorized Reseller, You shall pay the fees agreed with such Authorized Reseller.
6.2 If, in good faith, You dispute the accuracy of the date any portion of Our invoice, then You shall pay all undisputed portions of the invoice when due, but may withhold any portion that is disputed provided You provide Us with written notice of such dispute at least 10 days prior to the invoice due date and use commercially reasonable efforts to resolve the dispute promptly.
ii6.3 Unless otherwise specified in the applicable Order Form, all fees for the Services exclude any direct or indirect taxes, levies, duties, or similar governmental assessments, including without limitation, any sales, use, value-added, withholding, or similar taxes (“Taxes”). The Subscription Fees are non-refundable and do not include Taxes and You are responsible for paying all TaxesTaxes associated with Your purchases hereunder directly to the taxing authority. As an exception to the foregoing, if We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be included as a line-item on Your invoice and will be payable by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. If We are required to pay Taxes based on the Services provided under these Terms, then any such Taxes shall be billed to and paid by You. If a withholding or deduction or withholding is required by law, You shall pay Us such additional amount and amount(s) as will ensure that We receive the net same total amount received by Us equals the full amount which that We would have received if no such withholding or deduction had the deduction or withholding not been required. This Section shall not apply to Taxes We are solely responsible for taxes based on Our upon our net income, assets, payroll, property, and employees.
iii. 6.4 Without prejudice to any other rights We may have, if any undisputed invoice is not paid by its due date, or if We verify that You have not received payment for any overdue invoicepaid an Authorized Reseller in accordance with the relevant partner agreement, We shall be entitled to (a) disable Your access to that part of the Services affected by giving You Your non-payment upon thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in fullthereof.
iv5.1 Diese Ziffer gilt, wenn und insofern wir Ihnen Non-Celonis- Applications, Proof of Value Projekte, Customer Value Ressourcen oder unentgeltliche Dienste (zusammenfassend "Zusätzliche Services") zur Verfügung stellen. Without prejudice to any other rights We may haveIm Falle eines Widerspruchs zwischen dieser Ziffer und einem anderen Teil dieses Vertrags ist diese Ziffer maßgebend. Unter bestimmten Umständen unterliegen Zusätzliche Services den im Auftrag, if We have not received payment for any overdue invoicesin der Metrikdefinition oder in der Dokumentation angegebenen Einschränkungen. Im Falle einer Nutzung, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive)die gewisse Grenzen überschreitet, könnens Kosten entstehen.
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term5.2 Sofern im jeweiligen Auftrag nicht ausdrücklich anders vereinbart, können wir Ihren Zugang zu ▇▇▇▇▇ Zusätzlichen Services (oder Teilen davon) jederzeit aus beliebigem ▇▇▇▇▇ und ohne Haftung jeglicher Art schriftlich kündigen. Where We increase the Subscription FeesNach einer solchen Kündigung wird Ihnen angemessene Gelegenheit gegeben, such increase shall not exceed 7%Ihre Kundendaten abzurufen.
6.2 If Your Subscription is purchased through an Authorized Reseller5.3 Ihre Nutzung von oder Ihr Zugriff auf Non-Celonis- Applications, We mayeinschließlich, upon written noticeaber nicht beschränkt auf (i) alle Bedingungen oder Metriken, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscriptiondie für eine solche Nutzung oder Zugriff gelten, und (ii) jeglichen Datenaustausch zwischen Ihnen und einem Anbieter von Non-Celonis-Applications, erfolgt ausschließlich zwischen Ihnen und dem jeweiligen Anbieter. Wir sind weder Partei, noch haften wir für Ihre Nutzung von oder Ihren Zugang zu einer Non-Celonis-Applications, Ihren Datenaustausch mit dritten Parteien oder Ihre Einhaltung der Bedingungen gegenüber solchen dritten Parteien.
5.4 UNGEACHTET ANDERSLAUTENDER BESTIMMUNGEN IN DIESEM VERTRAG (EINSCHLIESSLICH ALLER ANHÄNGE ODER ERGÄNZUNGEN ZU DEMSELBEN) ODER IN EINEM AUFTRAG WERDEN DIE ZUSÄTZLICHEN SERVICES "AS-IS" ERBRACHT OHNE JEGLICHE GARANTIE, WEDER AUSDRÜCKLICH NOCH STILLSCHWEIGEND. DAS SERVICE-LEVEL-AGREEMENT GILT NICHT FÜR ZUSÄTZLICHE SERVICES UND FÜR DIESE WIRD KEIN SUPPORT GELEISTET. IN BEZUG AUF DIE ZUSÄTZLICHEN SERVICES TRIFFT UNS KEINE FREISTELLUNGSVERPFLICHTUNG ODER HAFTUNG JEGLICHER ART ZU (UNABHÄNGIG DAVON, OB DIESE DURCH VERTRAGSBRUCH, UNERLAUBTE HANDLUNGEN ODER ANDERWEITIG ENTSTEHEN). WO EIN SOLCHER HAFTUNGSAUSSCHLUSS NACH GELTENDEM RECHT NICHT ZULÄSSIG IST, BETRÄGT UNSERE GESAMTHAFTUNG MAXIMAL 1.000,00 USD, DIE VON DEN PARTEIEN ALS ANGEMESSENER, FAIRER BETRAG AKZEPTIERT WIRD.
Appears in 1 contract
Sources: Master Services Agreement
Fees and Payment. 6.1 7.1 You shall pay the Fees to Us for the PACE Services and the User Subscriptions in accordance with this Clause 7 and the Order Form.
7.2 We shall invoice You and You shall pay each invoice in the manner agreed in the Order Form.
7.3 All amounts payable by You under the Agreement are exclusive of amounts in respect of VAT, GST, sales tax, other taxes, fees and costs (including any such taxes, fees and costs which may be levied on and in connection with the payment of Fees) arising in the jurisdiction from which You are transacting or any other applicable jurisdiction.
7.4 Where your Order any taxable supply is directly with Celonis,made under the Agreement by Us to You, You shall, on receipt of a valid invoice from us, pay to Us such additional amounts in respect of VAT (or other tax) as are chargeable on the supply of the PACE Services at the same time as payment is due for the supply of the PACE Services.
7.5 If You fail to make a payment due under the Agreement by the due date, and You do not remedy this failure within a period of 5 days from the due date, then, without prejudice to any of Our other rights and remedies:
(a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the Ordermay, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service PACE Services and We shall be under no obligation to provide any or all of the Cloud Service PACE Services while any such invoice remains the invoice(s) concerned remain unpaid; and/or and
(b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any You shall pay interest on the overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.5 will accrue each day at the rate of two per cent (2%) over the base lending rate of the European Central Bank from time to time from the due date until payment is made (calculated on an annual basis but accruing daily), but at 2% a year for any period when that base rate is below 0%.
7.6 All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of receipt of payment tax as required by Us (inclusivelaw).
v. 7.7 We shall be entitled to adjust impose a reasonable increase in any of the Subscription Fees with effect from Your next payable in respect of the PACE Services at the start of each Renewal Term. Where We increase Period upon 60 days' prior notice to You and the Subscription Fees, such increase Order Form shall not exceed 7%be deemed to have been amended accordingly.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: Master Terms and Conditions
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) We will invoice the Subscription Fees annually in advance; a. The installation and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days use of the date Application may be provided free of Our invoice.
iicharge. The Subscription Fees Company reserves the right to introduce a fee therefor, but shall not do so without informing you. You shall in all cases have the possibility to terminate your arrangement with the Company pursuant to Section 24. Any User which uses the Services tore serve or pay for a ride agrees that any amounts charged following a ride are non-refundable mandatory and do due and payable immediately not later than upon completion of the ride. Charges may include Taxes applicable fees, tolls, surcharges, and taxes, plus any tips to the Transportation Provider you elect to pay. The Company has the authority and reserves the right to determine and modify pricing by posting applicable Charges to the Application through which you procure any of the Services, or on its website (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) as applicable to your city pursuant to such website. You are responsible for reviewing the applicable price listing and shall be responsible for all TaxesCharges incurred under your Account regardless of your awareness of such Charges or the amounts thereof.
b. In the event that a User who used the Services to order a ride from a Transportation Provider cancels a ride request after such request is made, make repeated or frequent cancellations, or fail to show up for your ride in a timely manner, the Company reserves the right to collect and charge a cancellation fee. If We are may also assess a cancellation fee against you if we suspect that you have intentionally cancelled rides to disrupt the Company platform or otherwise to disrupt the provision of Services.
c. The Services allow Users to make purchases from certain Persons that enabled to receive payment in connection with the Services (the “Merchants”). In order to use the Services, you must open an Account with us and associate a valid credit or debit card (a “Card”) with that Account. We reserve the right to accept or reject a Card associated with your Account in our discretion. When you associate a Card with your Account, you consent tithe Company temporarily authorizing a charge on that Card as part of our verification process; kindly note that you will not be required to pay Taxes based on this charge, and it will disappear from your statement within a few days.
d. By associating a Card with your Account and confirming your intention to make a payment through the Services provided under these TermsServices, then you authorize a charge to your Card as necessary to complete the payment. In the event you are entitled to a reversal, refund, chargeback, or other adjustment associated with a purchase you made through the Services, you also authorize a credit to your Card to accomplish that transaction. The terms and conditions of the Company Agreement, as well as the payments you make through the Services, may additionally be subject totems and conditions of third parties, such Taxes shall be billed to as the entities that issue your Card, your third-party carrier and/or your mobile device manufacturer. You are responsible for complying with those terms and paid conditions, and you are responsible for charges and related fees imposed by Youthose terms and conditions. If a deduction your primary Account payment method is determined to be expired, invalid or withholding is required by lawotherwise not able to be charged, You shall pay such additional amount and will ensure you agree that the net amount received by Us equals Company may, as the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our incomeMerchant’s limited payment collection agent, use a secondary payment method in your Account, if available.
iiie. Upon addition of a new payment method or each ride request, Arro or its affiliates or third-party payment processors may seek authorization of your selected payment method to verify your payment method, ensure the ride cost will be covered, and protect against unauthorized behavior. Without prejudice The authorization is not a charge; however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to any other rights overdraft of NSF charges by the bank issuing your debit or check card. We may havecannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.
f. We are not a bank, if and we do not offer banking services as defined by the United States Department of Treasury. We have also do not received payment for any overdue invoiceoffer money service business services as defined by the United States Department of Treasury.
g. By accessing the Services, We shall be entitled you give the Company permission to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part share with Merchants information regarding your use of the Cloud Service Application and/or purchases made through the Application or otherwise for the Services. You also give us permission to import into your Account and We shall to share with Merchants information about purchases you have made using your Card and any of the Company’s products or services.
h. All charges made in connection with your Account are due immediately and payment will be under no obligation facilitated by the Company using a payment method designated in your Account, after which the Company is authorized to provide send you a receipt by email or through the Services.
i. The Company reserves the right to establish, remove and/or revise charges for any or all services or goods obtained through the use of the Cloud Service while Services, as established by the Company in its discretion. You may elect to cancel your request for services or goods from a Merchant at any time prior to such invoice remains unpaid; and/or ▇▇▇▇▇▇▇▇’s arrival, in which case you may be charged a cancellation fee. You understand and agree that gratuities to merchants (bincluding any Driver or other Provider) suspend Professional Services until all payments due are voluntary. After you have been made in fullreceived services or goods obtained through the Service, you may be given the opportunity to rate your experience and leave additional feedback about your Provider.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: Terms and Conditions
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) 10.1 We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
10.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to
(i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; or (ii. ) suspend the Professional Services until all payments due have been made in full.
10.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 12% per annum or the lesser amount as required by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
10.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. 10.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: Master Services Agreement
Fees and Payment. 6.1 Where your You shall pay all fees specified in all order forms and/or statements of work hereunder (hereinafter referred to as “Order is directly with Celonis,
Form”). Except as otherwise specified herein or in an Order Form, (ai) We will invoice the Subscription Fees annually in advance; fees are based on services purchased and not actual usage, (bii) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
ii. The Subscription Fees payment obligations are non-refundable cancelable and do fees paid are non-refundable, and (iii) the number and level of subscriptions purchased cannot include Taxes be decreased during the relevant subscription term stated on the Order Form. You will provide Q Point with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Q Point. If you provide credit card information to Q Point, You authorize Q Point to charge such credit card for all services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Q Point will invoice you in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for all Taxesproviding complete and accurate billing and contact information to Q Point and notifying Q Point of any changes to such information. If We are required to pay Taxes based on the Services provided any amount owed by you under these Terms, then such Taxes shall be billed to and paid by You. If a deduction this or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other agreement for the Service is 30 or more days overdue (or 10 or more days overdue in the case of amounts you have authorized Us to charge to your credit card), Q Point may, without limiting Q Point’s other rights We may haveand remedies, if We have not received payment for any overdue invoiceaccelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of suspend the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any until such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made amounts are paid in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest Q Point will give you at the rate of 1% per month or lesser if such amount least 7 days prior notice that your account is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.overdue
Appears in 1 contract
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. You shall have the right to set-off claims against Our claims only where Your claims are undisputed by Us or have been finally decided upon.
ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Once the due date for the respective Subscriptions Fees has passed, We can claim default interest at the statutory rate. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. Unless otherwise agreed between You and Us, if You are renewing directly with Celonis a Subscription originally purchased through an Authorized Reseller, then the Subscription Fees for Your initial Renewal Term with Us will be at Our then-prevailing Subscription Fees for the subject Cloud Service.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: Master Services Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) We will invoice the Subscription Fees annually in advance; 1. All fees and (b) unless otherwise agreed upon payment terms are as set forth in the Orderapplicable Order (“Fees”). Except as expressly set forth in this Agreement, all payments payment obligations are due in full without deduction or setnon-off within 30 (thirty) days of the date of Our invoice.
ii. The Subscription cancelable and Fees are non-refundable and refundable. Fees do not include Taxes and You taxes, you are responsible for paying all Taxestaxes associated with your Fees, including without limitation all use or access of the Akeyless Services by your Authorized Users. If We are required Taxes will not be deducted from payments to pay Taxes based on the Services provided under these TermsAkeyless, then such Taxes shall be billed to and paid by You. If a deduction or withholding is except as required by applicable law, You shall pay such additional in which case you will increase the amount payable as necessary so that, after making all required deductions and will ensure that withholdings, Akeyless receives and retains (free from any liability for taxes) an amount equal to the net amount received by Us equals the full amount which We it would have received had no such deductions or withholdings been made. Where applicable, you will provide your VAT/GST Registration Number(s) on the deduction or withholding not been required. This Section shall not apply Order to Taxes based on Our incomeconfirm the business use of the purchased services.
iii2. Without prejudice If you purchased the Services through a Reseller, pursuant to a separate agreement or Order signed and executed between you and Reseller, such agreement or Order will specify the terms regarding invoicing, taxes and payments. You will pay the applicable amounts to the Reseller, as agreed between you and Reseller, and the Reseller shall pay Akeyless as agreed between Reseller and Akeyless. Akeyless will only be obligated to provide the Services to you where an effective Order or reseller agreement is executed between Reseller and Akeyless. Akeyless may share information with the Reseller that affect the fees and payments.
3. Akeyless may suspend or terminate your rights granted in this Agreement, including the suspension or termination of your access to the Account or any other rights We may haveinteraction with the Services, if We have Akeyless does not received payment receive the Fees from you or from the Reseller, as applicable.
4. The corresponding Fees paid or payable by the Reseller to us for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part your use of the Cloud Service and We shall Services will be deemed the Fees actually paid or payable by you to us under no obligation to provide any or all this Agreement for purposes of calculating the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made liability cap in fullSection 12.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: End User License Agreement
Fees and Payment. 6.1 Where your Order 5.1 All Fees applicable to this Agreement and payable to BPE by the Client under this Agreement (in respect of Temporary Placements and otherwise) are set out in this clause 5 and the Fees Schedule and shall be paid by the Client to BPE in accordance with the terms of this Agreement.
5.2 If the Temporary Placement is directly with Celonis,extended the Client acknowledges and agrees that (i) BPE shall have the right to increase the Fee; and (ii) the Fees shall be payable on each extension of the Temporary Placement.
5.3 BPE shall have the right to increase the Fees during a Temporary Placement and the Client shall be obliged to pay an increased Fee or additional sums in the following circumstances:
(a) We will invoice if in BPE’s reasonable opinion the Subscription Fees annually in advance; and original job specification/list of services for the Temporary Worker to perform is added to and/or more responsibility is given to the Temporary Worker;
(b) unless otherwise agreed upon every six months from the beginning of the Commencement Date;
(c) if any statutory legislation comes into force or any changes to interpretation or implementation of the law, which affects the amount that BPE is required to pay with respect to the Temporary Worker including (but not limited to) National Insurance contributions, tax, pension costs, holiday pay costs, any other payments, deductions or statutory liability of BPE (including pursuant to the AWR) if applicable;
(d) if in BPE’s reasonable opinion any Temporary Worker is eligible for and/or has not received equivalent Basic Working and Employment Conditions (including without limitation any overtime pay, bonus, commission, holiday pay or other payment). in the Orderabove circumstances BPE will notify the Client in writing of any increase in the Fees or additional payments due from the Client in order to meet its obligations.
5.4 For the avoidance of doubt, all payments are in the event that there is a change in interpretation or implementation of the law regarding the calculation of holiday pay, which results in BPE being required to pay to the Temporary Worker (other than Contractors) additional monies to compensate for previously incorrectly calculated holiday pay, BPE shall be entitled to invoice the Client for such sums and the Client shall be obliged to pay such additional sums to BPE plus VAT.
5.5 BPE will render invoices to the Client monthly in arrears which shall be paid by the Client no later than 14 days from the date of such invoice. All invoices will be deemed to be accepted in full by the Client unless the Client notifies BPE in writing within five days of the amount the Client disputes and the reason the Client disputes that amount. In the event the Client does so notify BPE that it wishes to dispute part of an invoice, the Client shall pay the undisputed part of the invoice within the agreed payment terms and shall co-operate fully with BPE in order to resolve the dispute as quickly as possible.
5.6 All sums due from the Client to BPE shall be paid in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Termsany set off, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction whatsoever including for or on account of any taxes or other duties (including without limitation any withholding not been required. This Section shall not apply to Taxes based on Our incometaxes).
iii. 5.7 Without prejudice to any other rights We it may haveexercise in the event of a breach of clause 5 by the Client, if We have not received payment for any overdue invoice, We BPE shall be entitled to to:
(a) by giving You thirty charge the Client interest in respect of any amount outstanding after the due date for payment (30both before and after any judgment) days’ prior written notice from the date of invoice up to and without liability to You, disable Your password, account and access to all or part including the day of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 12% per month or lesser if such amount calendar month;
(c) terminate with immediate effect each and every Temporary Placement concluded under this Agreement between the Client and BPE.
5.8 In the event that the Client is required by applicable law on late in making any overdue sums from payment due to BPE under this Agreement, this shall constitute a material breach of the due date until Agreement for the date purposes of receipt clause 10.
5.9 The Fees are exclusive of payment by Us UK taxes and VAT will be added at the prevailing rate (inclusivecurrently 20%).
v. We 5.10 If BPE provides any advertising services for or on behalf of the Client, all agreed advertising, promotion and related costs and expenses incurred by BPE will become immediately payable by the Client to BPE upon BPE providing evidence of such costs being incurred.
5.11 The Client shall reimburse BPE for all expenses incurred by BPE in delivering the Services, as agreed between BPE and the Client from time to time in writing.
5.12 The Client shall reimburse BPE for any and all sums which BPE is obliged to pay to a pregnant Temporary Worker pursuant to the AWR.
5.13 BPE shall notify the Client within 14 days of it being notified by the Temporary Worker who is performing the Temporary Placement that she is pregnant. The Client will perform a risk assessment on such Temporary Worker and make any subsequent reasonable adjustments. If the Temporary Placement is terminated as a result of the Temporary Worker’s pregnancy and/or on maternity grounds for health and safety reasons, BPE will use its reasonable endeavours to find other suitable alternative work for such Temporary Worker. In the event that:
(a) such replacement work pays the Temporary Worker a lower remuneration than the terminated Temporary Placement, the additional cost of the difference in remuneration between the terminated Temporary Placement and the replacement work will be borne by the Client; or
(b) BPE cannot find suitable alternative work for such Temporary Worker, and such Temporary Worker is entitled to adjust remuneration in accordance with Section 68C of the Subscription Fees ERA, the Client will pay BPE the full amount of remuneration that such Temporary Worker is entitled to as a result of complying with effect from Your next Renewal TermSection 68C of the ERA within 14 days of the Temporary Placement being terminated.
5.14 With regards to Candidates or Temporary Workers who have not expressly opted out of the Regulations, the Client may, provided it first informs BPE in writing, offer to Engage the Candidate or Temporary Worker at any time, directly or indirectly (including via another employment business), upon paying a transfer fee to BPE, calculated in accordance with clause 5.16 below ("Transfer Fee"). Where We increase the Subscription Fees, such increase However a Transfer Fee shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.be payable if:
Appears in 1 contract
Sources: Client Terms of Business
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) 10.1 We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
10.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; or (ii. ) suspend the Professional Services until all payments due have been made in full.
10.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 12% per annum or the lesser amount as required by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
10.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. 10.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: Master Services Agreement
Fees and Payment. 6.1 Where your The Services will be provided by CLD to You using a subscription model. Fees will be billed in advance Quarterly or Yearly as set forth in an Order is directly with Celonis,
(a) We will invoice the Subscription Fees annually in advance; Form and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
iithe Invoice. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based All amounts owed on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and past due invoices will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You incur interest at the rate of 11.5% per month month, calculated monthly, until such time as they are paid in full. If any invoice owed by you is more than 15 days past due, CLD may, among its other remedies, suspend your access to the Services until such amounts are paid in full. CLD will provide you with 7 days notice before suspending service and will not suspend its Services if you are disputing the amount of the charges in good faith, are cooperating and communicating diligently to resolve the dispute, and have paid the amount that is not disputed. You are solely responsible for payment of any goods and services taxes, sales taxes, value added taxes, and any excise taxes, as applicable, resulting from your purchase or lesser if such use of the Services. All monetary amounts for licenses to the Services under this Agreement shall be paid in US dollars. If CLD has the legal obligation to pay or collect Taxes for which You are responsible under this section, You will reimburse CLD for that amount is required unless You provide CLD with a valid tax exemption certificate authorized by the appropriate taxing authority. We will calculate applicable law Taxes based on the address where You primarily use the Services as specified in the relevant Order Form. You will be responsible for assessing and paying any overdue sums additional Taxes arising from the due date until the date Your use of receipt Services at a different address, and provide CLD with proof of payment of such additional Taxes on request. You will promptly notify CLD of any changes to any of Your addresses specified in an Order Form. Should any payment for Services be subject to withholding tax by Us (inclusive).
v. We shall be entitled any government, You will remain liable to adjust CLD for the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Feesfull amounts invoiced hereunder, without reduction, and provide proof of payment of such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We maywithholding tax, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscriptionour request.
Appears in 1 contract
Fees and Payment. 6.1 Where your Order is directly 9.1 In consideration of RIGHT QLIK providing the Services and Software you will pay RIGHT QLIK the Fees and invoices shall be raised accordingly.
9.2 All Fees in this Agreement are exclusive of VAT and expenses. VAT will be payable in addition to the Fees at the rates for the time being prescribed by law. Expenses are chargeable in accordance with Celonis,RIGHT QLIK’s standard policy.
(a) We 9.3 You will pay the Fees, VAT and any expenses within 30 days of RIGHT QLIK’s invoice the Subscription Fees annually in advance; and (b) unless agreed otherwise agreed upon in the Order, all payments are due Schedule. If any invoice (or part of an invoice) is disputed you will notify RIGHT QLIK in full without deduction or set-off writing within 30 (thirty) 14 days of the date of Our invoiceinvoice giving reasons for such dispute and evidence of your claim. Any remaining undisputed amounts shall remain due and payable.
ii. The Subscription Fees are non-refundable 9.4 If the number of days shown in the Schedule varies for any reason RIGHT QLIK will notify you and do not include Taxes and You are responsible invoice you at its standard daily rate (price list) for all Taxesany additional days worked. If We are required to pay Taxes based on the number of days worked is less no charge will be made.
9.5 Once the Services provided under these Terms, then such Taxes have been completed any additional services shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our incomeprovided at list price unless otherwise agreed.
iii. Without 9.6 If any sum payable under this Agreement is not paid when due then without prejudice to any RIGHT QLIK’s other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You sum will accrue interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive)in full at 4% per annum Barclays Bank plc base rate from time to time both before and after judgment.
v. We shall 9.7 The Support Services Fee will be entitled notified to adjust you at least 60 days before the Subscription Fees with effect from Your next Renewal Termdue date for that Year. Where We increase You are deemed to accept the Subscription Fees, such increase shall not exceed 7%new Support Services Fee unless you exercise your right to terminate under clause 1 1 .1 .
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, 9.8 RIGHT QLIK may suspend Your right provision of the Services and Software on notice to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You you if you have not paid the Authorized Reseller applicable Fees when due. RIGHT QLIK shall have no Liability for damages sustained by you resulting from such Subscriptionsuspension pursuant to this clause. RIGHT QLIK may charge you an administration charge on resumption.
9.9 If you request to defer or cancel the Services every effort will be made by RIGHT QLIK to redeploy such staff but in the event the days cannot be re-assigned RIGHT QLIK may charge you for these. The rates chargeable for cancellation or deferment where there is: (i) less than 48 hours notice is 100% per day; (ii) less than 7 days notice is 75% per day; and
Appears in 1 contract
Fees and Payment. 6.1 Where your You agree to pay Us for Services provided and expenses incurred on the basis and at the rates specified in each Order Form, or if no rate is directly with Celonis,
(a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the Orderspecified, all payments are due in full without deduction or setOur then-off within 30 (thirty) days of the date of Our invoice.
iicurrent rate. The Subscription Fees All fees are non-refundable cancellable and do not include Taxes non-refundable. We reserve the right to change the rates, applicable charges and usage policies and to introduce new charges by providing You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) at least 30 days’ prior written notice and without liability to You, disable Your password, account and access to all or part (by email) of the Cloud Service change, but any such modifications will not apply until the start of your next renewal Subscription Term, unless there are new or additional Services ordered by You. Except as otherwise agreed in the applicable Order Form or as otherwise set forth on Your invoice, payment is due in advance, thirty (30) days after receipt of invoice and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
ivUS Dollars. Without prejudice You will pay all pre-approved reasonable travel and out- of-pocket expenses incurred by Us in connection with any Services rendered. If You are purchasing the Services through an authorized reseller, the reseller’s payment terms shall prevail. If You are paying by credit card, we reserve the right to verify credit card or debit card payments prior to accepting your Order Form. If You are paying by credit card, You hereby authorize Us to charge such credit card for all Services and any other rights We may haveitems listed on the applicable Order Form, if We have not received for the Subscription Term and any renewal term. You are responsible for promptly updating any changes to Your credit card or other payment for any overdue invoices, information. You understand We may charge You interest at the rate a late charge of 1% one and a half percent (1.5%) per month (or lesser if such amount is required part of a month), or the maximum lawful rate permitted by applicable law law, for any amounts not paid on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Termtime. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized ResellerFurthermore, We may, upon written notice, suspend Your reserve the right to suspend or terminate this Agreement and Your access to the Services if You do not fully pay Your invoices as they become due and payable. Fees are exclusive of taxes. You are responsible for the payment of all sales, use and similar taxes arising from or relating to the Subscription in the event We fail Services rendered hereunder, except for taxes related to receive payment for such Subscription Our net income and any taxes or We confirm that You have not paid the Authorized Reseller for such Subscriptionobligations imposed upon Us under federal, state and local wage laws.
Appears in 1 contract
Sources: Terms of Service
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. You shall have the right to set-off claims against Our claims only where Your claims are undisputed by Us or have been finally decided upon.
ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Once the due date for the respective Subscriptions Fees has passed, We can claim default interest at the statutory rate. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. Unless otherwise agreed between You and Us, if You are renewing directly with Celonis a Subscription originally purchased through an Authorized Reseller, then the Subscription Fees for Your initial Renewal Term with Us will be at Our then-prevailing Subscription Fees for the subject Cloud Service.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: Cloud Services Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) We will You are required to pay a fee for the right to access and use the Service (the “Fee”). You agree to pay the Fee specified on the invoice for Software and/or Support for the Subscription Fees annually Initial Term prior to accessing the Service and when applicable, to pay for each Renewal Term as specified on the respective invoice. The Fee is exclusive of any local, state or federal sales, use or any other applicable taxes, the payment of which are your responsibility, and must be paid in advance; and US Dollars, unless otherwise stated on the invoice. .
(b) unless Except as otherwise agreed upon expressly provided in the Orderthis Agreement, any and all payments You make pursuant to this Agreement are due in full non-refundable, and all commitments to make any payments hereunder are non-cancellable. We require up-front payment for the Service and all payments will be made without deduction or right of set-off or chargeback.
(c) If You access the Service without paying the required Fee, We may, without limiting Our other rights and remedies, impose a Service Suspension pursuant to Paragraph 24(b)(vii) without prior notice. If You fail to make the payment within 30 thirty (thirty30) days of the date of Our invoice.
iiService Suspension, Your Customer Account will be terminated and Your access to the Service will be denied. The Subscription Customer shall reimburse DocuShare for all costs incurred in collecting any unpaid Fees or interest, including attorneys' fees, court costs, and collection agency fees. If the failure to pay the Fees continues for 10 days after the Service is activated, We may suspend access to the Service or any portion thereof to Customer’s Account and all other until such Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv(d) We reserve the right to terminate your right to access and use the Service for failure to timely pay amounts due. Without prejudice In order to dispute any other rights amount billed to you for your use of the Service, you must do so within ten (10) days of being billed for such amounts, or you will be deemed to have waived your right to dispute such amounts.
(e) You acknowledge and agree that any billing and payment information that you provide to Us may be shared with companies who work on our behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment and servicing your Customer Account. We may have, if We have shall not received payment be liable for any overdue invoices, We may charge You interest at the rate use or disclosure of 1% per month or lesser if such amount is required information by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive)such third parties.
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: Terms and Conditions
Fees and Payment. 6.1 Except as expressly stated herein, Subscription Fees are non- refundable. Where your Order is directly with Celonis,
(a) We will invoice ▇▇▇▇▇▇▇, You shall pay Us the Subscription Fees annually in advance; and (b) unless otherwise fees agreed upon in the applicable Order in accordance with the terms specified therein. Where you have ordered via an Authorized Reseller, You shall pay the fees agreed with such Authorized Reseller. If You use the Celonis Materials in excess of the scope of this Agreement or the applicable Order, You shall pay all payments are due Fees attributable to such overuse in full without deduction or setaccordance with Our then-off within 30 (thirty) days of the date of Our invoice.
iicurrent price list. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for paying, and will be invoiced for, any fees or charges associated with Our use of Your vendor registration or payment processing tool(s).
6.2 If, in good faith, You dispute the accuracy of any portion of Our invoice, then You shall pay all undisputed portions of the invoice when due, but may withhold any portion that is disputed provided You provide Us with written notice of such dispute at least 10 days prior to the invoice due date and use commercially reasonable efforts to resolve the dispute promptly.
6.3 Unless otherwise specified in the applicable Order, all fees for the Services exclude any direct or indirect taxes, levies, duties, or similar governmental assessments, including without limitation, any sales, use, value-added, withholding, or similar taxes (“Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder directly to the taxing authority. As an exception to the foregoing, if We have the legal obligation to pay or collect Taxes for which You are responsible under this Section,, the appropriate amount shall be included as a line-item on Your invoice and will be payable by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. If We are required to pay Taxes based on the Services provided under these Terms, then any such Taxes shall be billed to and paid by You. If a withholding or deduction or withholding is required by law, You shall pay Us such additional amount and amount(s) as will ensure that We receive the net same total amount received by Us equals the full amount which that We would have received if no such withholding or deduction had the deduction or withholding not been required. This Section shall not apply to Taxes We are solely responsible for taxes based on Our upon our net income, assets, payroll, property, and employees.
iii. 6.4 Without prejudice to any other rights We may have, if any undisputed invoice is not paid by its due date, or if We verify that You have not received payment for any overdue invoicepaid an Authorized Reseller in accordance with the relevant partner agreement, We shall be entitled to (a) disable Your access to that part of the Services affected by giving You Your non-payment upon thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in fullthereof.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: Master Services Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the OrderExcept as expressly stated herein, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
ii. The Subscription Fees are non-refundable and do not include Taxes and refundable. Where Your Order is directly with ▇▇▇▇▇▇▇, You shall pay Us the fees agreed in the applicable Order in accordance with the terms specified therein. Where you have ordered via an Authorized Reseller, You shall pay the fees agreed with such Authorized Reseller. If You use the Celonis Materials in excess of the scope of this Agreement or the applicable Order, You shall pay all Fees attributable to such overuse in accordance with Our then-current price list. You are responsible for paying, and will be invoiced for, any fees or charges associated with Our use of Your vendor registration or payment processing tool(s).
6.2 If, in good faith, You dispute the accuracy of any portion of Our invoice, then You shall pay all undisputed portions of the invoice when due, but may withhold any portion that is disputed provided You provide Us with written notice of such dispute prior to the invoice due date and use commercially reasonable efforts to resolve the dispute promptly.
6.3 Unless otherwise specified in the applicable Order, all fees for the Services exclude any direct or indirect taxes, levies, duties, or similar governmental assessments, including without limitation, any sales, use, value-added, withholding, or similar taxes (“Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder directly to the taxing authority. As an exception to the foregoing, if We have the legal obligation to pay or collect Taxes for which You are responsible under this Section, the appropriate amount shall be included as a line-item on Your invoice and will be payable by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. If We are required to pay Taxes based on the Services provided under these Terms, then any such Taxes shall be billed to and paid by You. If a withholding or deduction or withholding is required by law, You shall pay Us such additional amount and amount(s) as will ensure that We receive the net same total amount received by Us equals the full amount which that We would have received if no such withholding or deduction had the deduction or withholding not been required. This Section shall not apply to Taxes We are solely responsible for taxes based on upon Our net income, assets, payroll, property, and employees.
iii. 6.4 Without prejudice to any other rights We may have, if any undisputed invoice is not paid by its due date, or if We verify that You have not received payment for any overdue invoicepaid an Authorized Reseller in accordance with the relevant partner agreement, We shall be entitled to (a) disable Your access to that part of the Services affected by giving You Your non-payment upon thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in fullthereof.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: Master Services Agreement
Fees and Payment. 6.1 8.1 You'll pay the Fees to Us (or if purchasing through Our Reseller, to them) for the User Subscriptions and Support. Either We or Our Reseller (as applicable) will be entitled to invoice You for the total Fees due for the Initial Subscription on or following the date of the Order Confirmation.
8.2 Where your Order is directly this Agreement enters a Renewed Subscription, We'll be entitled to invoice You for the total Fees due for that Renewed Subscription in full following expiry of the Initial Subscription or Renewed Subscription that preceded it. Such fees shall be payable in accordance with Celonis,clause 8.4.
8.3 We (or Our Reseller if applicable) may invoice You for additional Users during the Initial Subscription or any Renewed Subscription where: (i) they are discovered during an audit; or (ii) where You request additional User Subscriptions under clause 6.
8.4 You'll pay all invoices within 30 calendar days of the invoice date. If payment isn't received (either by Us or by Our Reseller if applicable) within that period We can, without prejudice to any other right or remedy We may have:
(a) We will invoice the Subscription Fees annually in advance; suspend Your and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and User's access to all or part of the Cloud Service Our Services and Support. We'll have no liability to You if We do so and We shall won't be under no obligation obliged to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or Our Services or Support until full payment is received.
(b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums sum from the due date until payment is received in full, whether before or after judgement. Interest under this clause will accrue daily at 4% a year above the date Bank of receipt of payment by Us England's base rate from time to time (inclusiveor at 4% a year for any period when the base rate is below 0%).
v. We 8.5 Where paying by direct debit, You'll advise Us promptly of any changes to Your bank details that may affect payment of the Fees.
8.6 All amounts and fees stated or referred to in this Agreement shall be entitled payable in the currency of the invoice, are non-cancellable and non-refundable, and are exclusive of any value-added tax, sales tax, customs duties, or similar taxes or imposts, including withholding taxes, and shall be made by You without deduction therefore. You shall pay all such taxes or duties, except taxes based on Our net income, and reimburse Us or Our Reseller, as applicable, if either is required to adjust the Subscription Fees with effect from Your next Renewal Term. Where pay any such taxes or duties.
8.7 We may increase the Subscription FeesFees on 30 calendar days' notice to You (either directly or if applicable, such through Our Reseller). Any increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use take effect on commencement of the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such next Renewed Subscription.
Appears in 1 contract
Sources: Master Services Agreement
Fees and Payment. 6.1 Except as expressly stated herein, the fees are non-refundable. Where your Order is directly with Celonis,
(a) We will invoice Lenses, You shall pay Us the Subscription Fees annually in advance; and (b) unless otherwise fees agreed upon in the applicable Order, all payments are due in full without deduction or set-off within 30 (thirty) days accordance with the terms specified therein. Where you have ordered via an Authorized Reseller, You shall pay the fees agreed with such Authorized Reseller. If You use the Lenses Materials in excess of the date scope of this Agreement or the applicable Order, You shall pay all Fees attributable to such overuse in accordance with Our invoice.
iithen-current price list. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for paying, and will be invoiced for, any fees or charges associated with using Your vendor registration or payment processing tool(s).
6.2 If, in good faith, You dispute the accuracy of any portion of Our invoice, then You shall pay all undisputed portions of the invoice when due, but may withhold any portion that is disputed provided You provide Us with written notice of such dispute at least 10 days prior to the invoice due date and use commercially reasonable efforts to resolve the dispute promptly.
6.3 Unless otherwise specified in the applicable Order, Our fees exclude any direct or indirect taxes, levies, duties, or similar governmental assessments, including without limitation, any sales, use, value-added, withholding, or similar taxes (“Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder directly to the taxing authority. As an exception to the foregoing, if We have the legal obligation to pay or collect Taxes for which You are responsible under this Section, the appropriate amount shall be included as a line-item on Your invoice and will be payable by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. If We are required to pay Taxes based on the Services provided under these Terms, then any such Taxes shall be billed to and paid by You. If a withholding or deduction or withholding is required by law, You shall pay Us such additional amount and amount(s) as will ensure that We receive the net same total amount received by Us equals the full amount which that We would have received if no such withholding or deduction had the deduction or withholding not been required. This Section shall not apply to Taxes We are solely responsible for taxes based on Our upon our net income, assets, payroll, property, and employees.
iii. 6.4 Without prejudice to any other rights We may have, if any undisputed invoice is not paid by its due date, or if We verify that You have not received payment for any overdue invoicepaid an Authorized Reseller in accordance with the relevant partner agreement, We shall be entitled to (a) by giving You terminate Your license to use the Software upon thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in fullthereof.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: End User License Agreement
Fees and Payment. 6.1 Where your Order is directly with Celonis,
(a) 10.1 We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
10.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; and (ii. ) charge You interest at the rate of 12% per annum or the lesser amount as required by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
10.3 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. 10.4 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Appears in 1 contract
Sources: Celonis Cloud Services Agreement
Fees and Payment. 6.1 Where your You agree to pay Us for Services provided and expenses incurred on the basis and at the rates specified in each Order Form, or if no rate is directly with Celonis,
(a) We will invoice the Subscription Fees annually in advance; specified, Our then-current rate. All fees are non- cancellable and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
ii. The Subscription Fees are non-refundable refundable. We reserve the right to change the rates, applicable charges, and do not include Taxes usage policies and to introduce new charges by providing You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) at least 30 days’ prior written notice (by email) of the change, but any such modifications will not apply until the start of your next renewal Subscription Term, unless there are new or additional Services ordered by You. Except as otherwise agreed in the applicable Order Form or as otherwise set forth on Your invoice, payment is due in advance, thirty (30) days after receipt of invoice and without liability shall be made in US Dollars. You will pay all pre-approved reasonable travel and out-of-pocket expenses incurred by Us in connection with any Services rendered. If You are purchasing the Services through an authorized reseller, the reseller’s payment terms shall prevail. If You are paying by credit card, we reserve the right to Youverify credit card or debit card payments prior to accepting your Order Form. If You are paying by credit card, disable you hereby authorize Us to charge such credit card for all Services and any other items listed on the applicable Order Form, for the Subscription Term and any renewal term. You are responsible for promptly updating any changes to Your password, account credit card or other payment information. You understand we may charge you a late charge of one and access to all a half percent (1.5%) per month (or part of a month), or the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full.
iv. Without prejudice to any other rights We may havemaximum lawful rate permitted by applicable law, if We have not received payment for any overdue invoicesamounts not paid on time. Furthermore, We may charge You interest at we reserve the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to suspend or terminate this Agreement and Your access to the Services if You do not fully pay Your invoices as they become due and payable. Fees are exclusive of taxes. You are responsible for the payment of all sales, use and similar taxes arising from or relating to the Subscription in the event We fail Services rendered hereunder, except for taxes related to receive payment for such Subscription Our net income and any taxes or We confirm that You have not paid the Authorized Reseller for such Subscriptionobligations imposed upon Us under federal, state and local wage laws.
Appears in 1 contract