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 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) 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 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) 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.
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 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 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.
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 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) We The Customer will invoice pay the fees that are indicated in the Sales Order.
b) Unless the Sales Order provides otherwise, invoices shall be due upon receipt. The Customer will issue a purchase order for the initial year promptly following execution of the Sales Order. The validity of a license key is subject to the annual receipt of payment prior to the Subscription Fees annually in advance; Start Date and (b) unless otherwise agreed upon each subsequent anniversary. The invoiced amount shall be payable by electronic transfer to the bank account listed on the invoice and in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of currency listed on the date of Our invoice.
ii. The Subscription Fees c) Unless the Sales Order provides otherwise Professional Services, where applicable, will be invoiced separately and payment will be due upon receipt.
d) All fees are non-refundable except as otherwise explicitly stated in the Sales Order or this Agreement.
e) On each anniversary of the Subscription Start Date, the fees shall be subject to an uplift in line with Cora’s then standard pricing.
f) Interest on overdue payments shall be payable in accordance with law and do not include Taxes and You are ▇▇▇▇ reserves the right to charge a fee for any payment reminders. Customer shall be responsible for the reasonable costs ▇▇▇▇ incurs when collecting overdue fees. In any event, all Taxes. If We are required fees must be paid prior to termination.
g) Without limiting its other rights, if Customer fails to pay Taxes based on overdue payments after ▇▇▇▇ has provided 2 delinquency notices and at least twenty days have passed since the Services provided under these Termsfirst notice, then such Taxes shall be billed ▇▇▇▇ may suspend the Customer’s access to the SaaS. If payments are more than fifty days overdue, ▇▇▇▇ may immediately terminate this Agreement, terminate the Subscription, and paid by Youdelete the Customer Data. If a deduction or withholding is required by lawIn the event of early termination of the Agreement under this Clause 6G, 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 Customer 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 (aa refund of any prepaid fees.
h) All sums payable under this Agreement are exclusive of Value Added Tax, Sales Tax, Withholding Taxes, and any local taxes, levies, or duties which are to be paid by giving You thirty (30the Customer. ▇▇▇▇ is responsible only for taxes based on Cora’s income and if ▇▇▇▇ is obliged by law to pay taxes for which Customer is responsible under this clause, ▇▇▇▇ may invoice this amount to Customer.
i) days’ prior written notice The Customer may, at any time, increase the number of Users or upgrade the support services. The Customer is not permitted to reduce the number of Users. Any additional Users and/or additional capacity or functionality procured during the Subscription Term shall be coterminous with pre-existing Service and without liability to You, disable Your password, account will co-terminate with and access to all or part be prorated through the end date of the Cloud Service and We Subscription Term for the applicable Service.
j) The Customer shall bear the cost of any travel, expenses or costs that may be under no obligation incurred by ▇▇▇▇ to provide any or all the Services, save with the written consent 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: Subscription Services Agreement, Subscription 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 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 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 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
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 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 Where your Order 9.1 All prices are exclusive of value added tax (VAT) and other government taxes, banking fees, and regulatory fees that have been or are later imposed. Customer agrees to pay any tax applicable to it and if Customer is directly with Celonis,
(a) We will invoice required to deduct or withhold any tax, it must pay the Subscription Fees annually amount deducted or withheld as required by law and pay Bynder an additional amount so that Bynder receives payment in advance; and (b) unless full as if there were no deduction or withholding. Except where otherwise agreed upon in the Orderagreed, all invoices and payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoiceGBP.
ii. 9.2 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 Fee will 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 adjusted yearly 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 Eurostat Harmonized Index of Consumer Prices (HICP) for Great Britain and will be calculated upon each anniversary of each Invoice Date. Should HICP conclude a negative rate, no adjustment to the date of receipt of payment by Us (inclusive)Subscription Fee will be made.
v. We 9.3 Bynder shall be entitled to adjust the Subscription Fees applicable prices and rates in accordance with the index or other standard included in the applicable sales contract or purchase order, as relevant. If the sales contract or purchase order does not expressly provide for Bynder to adjust the prices and rates, Bynder shall always be entitled to adjust it, in writing and with at least three (3) months’ notice of the new prices and rates. In the event that Customer does not agree to the adjustment, and the Parties are not able to resolve the disagreement through good faith discussions, Customer shall be entitled to terminate the contract in writing within thirty (30) days following notice of the adjustment, which termination shall take effect from Your next Renewal Term. Where We increase on the Subscription Feesdate on which the new prices and/or rates would take effect, such increase shall not exceed 7%or as otherwise agreed by the Parties.
6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use 9.4 Customer shall pay in full the Subscription fees and charges set out in the event We fail Commercial Terms, and in any amendment for the purchase of additional modules, no later than thirty (30) days after the Invoice Date (“Payment Period”). Should it be determined and agreed by both Parties that additional services are required to receive complete the Project after the Project Start Date, the scope and price of such additional services shall be agreed upon in a separate amendment to this Agreement and Bynder shall invoice accordingly.
9.5 Pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, if Customer fails to pay the fees and charges within the Payment Period, Customer shall owe statutory commercial interest on the outstanding amount at the highest rate stipulated at law without the need for Bynder to issue a demand or notice of default.
9.6 If, after receiving a demand or notice of default, Customer fails to pay the fees and charges, and any applicable statutory commercial interest, then Bynder may refer the debt for collection, in which case Customer shall pay the debt collection fees and expenses associated with any legal proceedings in addition to the total amount owed, as well as any additional bank or payment processing fees. In addition to the foregoing, if Customer fails to pay an invoice within the Payment Period, then Bynder may suspend provision of the Product until all such unpaid amounts are paid in full or alternative arrangements for payment are agreed in writing.
9.7 If Customer wishes to dispute any amounts invoiced by Bynder, Customer must provide written notice to Bynder within ten (10) Business Days of receiving the invoice. Such notice must contain reasonable details of the claim. Customer must pay in full any undisputed amount under the invoice.
9.8 A representative from each Party shall meet and attempt in good faith to resolve any dispute raised under this Section 9. If within twenty (20) days the representatives have been unable to resolve the dispute, and if the dispute relates to whether amounts were properly charged, or the Product was actually provided, or the services were actually performed, either representative may submit the dispute to an independent third party auditing firm that is mutually agreeable to the Parties. The Parties shall cooperate with the appointed auditing firm and shall provide the auditing firm access to such Subscription or We confirm books and records as may be reasonably necessary to reach a decision. The auditing firm shall use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. Any decision made by the auditing firm shall be final and binding on the Parties. Upon final determination that You have not paid any amount in dispute under this Section 9 is owed to Bynder, Customer shall promptly pay to Bynder such amount, together with statutory interest at a rate equal to the Authorized Reseller for such Subscriptionrate of interest on the last day of the applicable Payment € Period, accrued up to the date of actual payment. The expenses of the auditing firm shall be apportioned equally between the Customer and Bynder.
Appears in 1 contract
Sources: Standard Terms of Service
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 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 Where your 4.1 The Subscription Fees and other fees for Services shall be invoiced to and paid by the Customer in advance of the period to which they relate or otherwise at the discretion of CIPHR or, if applicable, in accordance with any payment profile set out in any Order is directly with Celonis,
(a) We will invoice Form. In the event of any termination of this agreement during any agreed Minimum Term, the whole of the Subscription Fees annually (together with VAT thereon) payable with respect to such Minimum Term shall become immediately due and payable. Invoices and payments shall be in advance; and Pounds Sterling (b£) unless otherwise agreed upon agreed. Except for any payment due and payable as set out in the Orderany Order Form, all payments are due in full without deduction or set-off shall be made by the Customer within 30 fourteen (thirty14) days of the date of Our invoice.the appropriate tax invoice issued by CIPHR
ii4.2 Unless otherwise agreed in any Order Form, all Services shall be charged on a time and materials basis. Any estimated fee is based on the number of days estimated by CIPHR as being required for the provision of the relevant agreed Services. Subject to clause 4.7, CIPHR shall be entitled to charge the Customer for any additional days required in order to complete the provision of agreed Services. CIPHR shall also be entitled to charge for additional days attributable to any changes agreed by the parties to Services to be delivered under these terms or any breach of these terms by the Customer
4.3 Unless otherwise agreed in any Order Form, the Customer shall reimburse CIPHR for any reasonable expenses necessarily incurred by CIPHR in connection with the provision of the Services
4.4 The Subscription Fees and other fees for Services 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 exclusive of Value Added Tax or other Government imposed excises or taxes (if any) which shall be billed to and paid by Youthe Customer at the rate and in the manner for the time being prescribed by law. If a All sums payable to CIPHR under this agreement shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by law, You . If any deduction or withholding is required by law to be made from any such sum the Customer shall pay such additional amount and will as shall be required to ensure that the net amount received by Us equals CIPHR will equal the full amount which We would have been received by it had the no such deduction or withholding been made
4.5 In accordance with the Late Payments Of Commercial Debts (Interest) Act 1998, if any sum payable under these terms is not been requiredpaid within 30 days after the due date then (without prejudice to CIPHR’s other rights and remedies) CIPHR reserves the right to charge interest on such sum on a day to day basis (as well after as before any judgment) from the date or last date for payment thereof to the date of actual payment (both dates inclusive) at the statutory interest rate set by the Secretary of State from time to time pursuant to section 6 of the said Act which shall include the base rate of the Bank of England (or such London Clearing Bank as CIPHR may nominate) from time to time in force compounded quarterly. This Section Such interest shall be paid on demand by CIPHR. To be excluded from the late payment charge a bona fide disputed invoice amount shall be notified in writing to CIPHR within fourteen days of receipt of the relevant invoice
4.6 Except where otherwise agreed by the parties in writing, the Services shall be provided during Working Hours. Where the Services are provided outside these times at the written request of the Customer, CIPHR may increase its then current per hour and per day rates by 100% or by 150% respectively in the case of Services provided on a Sunday or United Kingdom statutory holiday
4.7 As soon as practicable upon becoming aware that the number of days estimated for the provision of any agreed Services will need to be exceeded to enable the relevant Service to be completed or delivered CIPHR shall notify the Customer of the fact and the reasons therefor and provide to the Customer CIPHR’s best estimate of the additional days required to complete the provision of the relevant Service. CIPHR 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 invoice the Customer for any days in excess of those estimated with respect to any Service without the consent of the Customer provided that the Customer acknowledges and accepts that the withholding of any such consent by it may result in the relevant Service not being completed or delivered
4.8 Once a date for the delivery of Services has been agreed by the Customer and CIPHR then both parties will take all reasonable steps to prevent that date being cancelled or postponed. In the event that a date for delivery of a Service (aother than the SaaS Service or training) is cancelled or postponed by giving You thirty the Customer for any reason and, having made all reasonable endeavours to do so CIPHR is unable to redeploy to alternative paid services resources it had allocated to the delivery of such Services on such date, the following charges shall apply
4.8.1 if cancelled or postponed within 4 Working Days of the agreed date there will be payable by the Customer a charge calculated at 100% of the Services fees that CIPHR would otherwise have been entitled to charge the Customer for the delivery of Services on that date Abbey House, ▇▇-▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, Bucks, SL7 1DD Tel +▇▇ (30) days’ prior written notice ▇)▇▇▇▇ ▇▇▇▇▇▇ Fax +▇▇ (▇)▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇.▇▇▇▇▇.▇▇▇ Page 4 of 13 V23-20161209
4.8.2 if cancelled or postponed between 4 and without liability 8 Working Days of the agreed date there will be payable by the Customer a charge calculated at 50% of the Services fees that CIPHR would otherwise have been entitled to Youcharge the Customer for the delivery of Services on that date In relation to the delivery of training courses
4.8.3 cancellation of any delegate training place on a training course within 2 weeks of the course date will incur a Customer charge of the full course fee for such delegate training place
4.8.4 any such cancellations outside of this period will incur the then applicable cancellation administration charge for each such delegate training place
4.8.5 delegate training places that are transferred within 2 weeks of the original course date to an alternative course date will incur a cancellation charge calculated at 25% of the cancelled course fee and, disable Your passwordfor the avoidance of doubt, account and access the Customer will additionally be liable for payment in full of the delegate training place on the alternative course
4.8.6 transfers outside of this period will incur the then applicable course transfer administration charge for each such delegate training place
4.8.7 if a named delegate is substituted at any course then no additional charge will be payable
4.8.8 cancellation fees are applicable to all training bookings and are based on the Training Course List Price as published by CIPHR at the relevant time CIPHR reserves the right to cancel or part postpone any training course in the event of circumstances beyond its control, in which case its liability will be limited to refunding any fees paid in respect of the Cloud Service delivery of that course on that date
4.9 The Customer acknowledges and We agrees that if any invoice (not subject to a bona fide dispute) is not paid on the due payment date then CIPHR shall be under no obligation to continue to provide any the SaaS Services or all other Services to the Customer and delivery of such services may be suspended (without prejudice to CIPHR’s rights under clause 11) unless and until the Cloud Service while any such relevant invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made shall be paid in full.
iv. Without prejudice The Customer shall indemnify CIPHR against all legal and other fees and expenses incurred or charged by it in relation to any other rights We may have, if We have not received payment for the collection of any overdue invoices, We may charge You interest at the rate of 1% per month accounts under this agreement or lesser if such amount is required by applicable law on to re-activate 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.Service suspended under this clause 4.9
Appears in 1 contract
Sources: Ciphr Saas Service 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 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 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 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 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 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 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 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 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) 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) 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 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) 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 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 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) 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 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) We will invoice a. The fees and charges for the Subscription Fees annually in advance; and (b) unless otherwise agreed upon Services are set out in the Orderdescription of Services (Fees). Invoices shall be emailed to the email address we have on file for you. You agree to pay the Fees, all payments are due in full without deduction or setset off, by the date set out on the invoice (Due Date). If the invoice does not contain a Due Date, the Fees shall be due twenty eight days from the date set out on the invoice. Prepaid Fees must be received by us prior to the Due Date or the Service may be suspended. Fees that are usage based, such as bandwidth usage, and optional services, may be billed in arrears, and may not appear on an invoice in the month in which they are provided. You agree to pay these Fees regardless of when they are billed, or how they are calculated. You are responsible for usage based fees even if they accrue because of unauthorized third party activity, unless it was our sole and exclusive obligation to prevent such activity from taking place. Fees charged to a credit card may be charged prior to the Due Date.
b. From time-off within 30 (thirty) days to-time we may offer special discounts on our services. These special discounts do not apply to previously purchased Services, and any special discounts we provide to you shall apply only to the Initial Term of the date of Our invoiceService for which the special discount is given.
iic. If you purchase additional Services from us, we may increase the Fees on a pro-rated basis based on the Effective Date of these Services.
d. If we agree to reduce the Fees from our standard Fees, this reduction will apply only during the Initial Term. The Subscription After the Initial Term, the reduced Fees shall revert to our then standard Fees.
e. Fees are billed, and will be paid, in U.S. dollars in immediately available funds. We accept payment via credit card, e-check and check. Should you place a credit card on file for us, we shall automatically charge the card upon renewal of the Term. If payment for the Fees is not made, we may suspend the Services and, in the case of Colocation Services, place a lien on Your Equipment. It is your responsibility to ensure that you provide us with up-to-date payment information so that we may collect the Fees. Fees that are not paid by the Due Date will accrue interest at the highest lawful rate until paid, and any special discounts applied to them will be removed. Should it be necessary for us to engage an outside entity to collect the fees, you will be responsible for their costs, including, but not limited to, reasonable attorneys’ fees. Services suspended for non-payment may be assessed a reinstatement charge of $250. If you initiate a credit card chargeback, and we successfully challenge that chargeback, according to the issuing authority, you will be charged a $300 investigation fee.
f. If you purchase pre-paid Services from us, and have a balance at termination, this balance will be refunded to you using the original form of payment. We are not responsible for any changes assessed by your payment provider as a result of a refund, or currency fluctuations.
g. Your use of the Services may be contingent on payment of fees to Third Party Vendors. If you fail to pay these Fees when due, your use of the Services may be suspended, disrupted or terminated.
h. Unless set out in this Agreement, Fees are non-refundable and refundable. If an SLA applies, any compensation you receive will be credited against the next month’s Fees, or, if you have prepaid Fees, the next prepayment will be reduced accordingly. If you terminate a Service before a full SLA credit is applied, the SLA credit will be forfeited.
i. We strive to provide accurate invoices. If you believe there are inaccurate Fees, it is your obligation to notify us in writing within thirty days of the Due Date (Dispute Deadline). Your notification must have sufficient facts for us to investigate the dispute. If you do not include Taxes provide us with written notice prior to the Dispute Deadline, the Fees will be deemed correct, and You are responsible for all Taxesyou have waived your right to dispute them. If We are required we receive the notice prior to pay Taxes based the Dispute Deadline, we will investigate your claim in good faith, and provide you with a written response within sixty calendar days. If we agree with your notice, we will credit your Fee on the Services provided under these Termsits next Due Date. If we disagree, then such Taxes we will notify you in writing, and provide you with support for our decision. If you disagree with this decision, you may pursue your remedies at law.
j. Out of pocket expenses shall be billed to you 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 incomedue upon billing terms.
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: Master Services Agreement