Common use of Pricing and Payment Clause in Contracts

Pricing and Payment. 3.1 Customer shall pay Bromcom the price for the licence fees for the Bromcom Software (including the Cloud service charges for SaaS) and/or Other Software and/or any other services or fees as specified in the Call Off Contract in pounds sterling on the date[s] specified. All such amounts are exclusive of VAT and equivalent taxes on sales and supplies unless otherwise stated. The said taxes will be added to the invoice and the whole price including taxes shall be paid without set-off or deduction and free from all withholdings. 3.2 All payments to be made by the Customer under this Agreement shall be paid to an account designated by Bromcom either by direct debit instruction or BACS transfer and shall arrive on or before the due date in cleared funds. Prompt payment of all sums due under this Agreement is an essential condition of this Agreement. 3.3 The Customer agrees and accepts that its obligation to pay all the sums due under this Agreement on each due date for payment is absolute and unconditional and shall not be subject to any right of set-off, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law). In the event that any taxes, deductions or withholdings are required by law, the Customer undertakes to pay such additional amounts as necessary in order that the net amounts received by Bromcom after all deductions and withholdings will not be less than such payments would have been in the absence of such deductions and withholdings. 3.4 The Customer agrees that Bromcom may assign all or part of its right, title and interest in and to the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee shall be entitled to give the Customer good discharge for all the sums due and assigned to it under this Agreement. Following an assignment to the Assignee any payment made by the Customer to Bromcom will not release its payment obligation to the Assignee. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcom. 3.7 In addition to and without prejudice to any other remedies that may be available, interest will accrue in respect of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demand. 3.8 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due date, Bromcom reserves the right to subsequently invoice the Customer for the monies due. 3.10 Payment terms unless otherwise stated in writing are as in the next paragraph. 3.11 100% of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training services

Appears in 3 contracts

Sources: G Cloud 14 Terms and Conditions, G Cloud 13 Terms and Conditions, G Cloud 12 Terms and Conditions

Pricing and Payment. 3.1 Customer shall pay Bromcom 4.01 All of the price for the licence fees for the Bromcom Software (including the Cloud service charges for SaaS) and/or Other Software and/or any other services or fees as specified in the Call Off Contract in pounds sterling on the date[s] specified. All such amounts are exclusive of VAT and equivalent taxes on sales and supplies unless otherwise stated. The said taxes will Product to be added supplied to the invoice and the whole price including taxes shall be paid without set-off or deduction and free from all withholdings. 3.2 All payments Distributor pursuant to be made by the Customer under this Agreement shall be paid sold on an Ex-Works basis, and accordingly the Distributor shall, in addition to an account designated by Bromcom either by direct debit instruction the price, be liable for arranging and paying all costs of packaging, transport and insurance of each consignment. 4.02 Where the Company agrees to arrange for transport and insurance as agent for the Distributor the Company does so as the agent and the Distributor shall be responsible for acts, deeds or BACS transfer omissions of the Company whilst acting in this capacity as if such acts, deeds or omissions were that of the Distributor, the Company shall provide the Distributor with a schedule of costs prior to making final arrangements for shipment and insurance coverage, and the Distributor shall arrive not unreasonably withhold its approval of such costs, and the Distributor shall reimburse to the Company the full costs thereof and all the applicable provisions of this Agreement shall apply with respect to the payment of such costs as they apply to payment of the price of the Product. 4.03 The prices for the Product to be supplied hereunder shall be the Company's Ex-Works net wholesale prices as described in Schedule A, and accordingly the Company shall: (a) supply to the Distributor up to date Ex-Works price lists from time to time; and (b) give the Distributor not less than ninety days notice in writing of any alteration in such price lists, and the prices as so altered shall apply to all of the Product ordered on or before after the due applicable date in cleared funds. Prompt of the increase. 4.04 Full payment of all sums due under this Agreement is an essential condition any order must be received by MultiAdd within 7 days of this Agreementthe order being placed. 3.3 The Customer agrees and accepts that its obligation 4.05 If the Distributor fails to pay all for any of the sums due under this Agreement on each due Product within 15 (fifteen) days after the date for payment is absolute and unconditional and shall not be subject to any right of set-off, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law). In the event that any taxes, deductions or withholdings are required by lawinvoice thereof, the Customer undertakes to pay such additional amounts as necessary in order that the net amounts received by Bromcom after all deductions and withholdings will not be less than such payments would have been in the absence of such deductions and withholdings. 3.4 The Customer agrees that Bromcom may assign all or part of its right, title and interest in and to the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee Company shall be entitled to give the Customer good discharge for all the sums due and assigned to it under this Agreement. Following an assignment to the Assignee any payment made by the Customer to Bromcom will not release its payment obligation to the Assignee. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcom. 3.7 In addition to and (without prejudice to any other remedies that right or remedy it may be available, interest will accrue in respect have) to: (a) cancel or suspend any further delivery to the Distributor under any order; (b) sell or otherwise dispose of any sum outstanding of the Product which are the subject of any order by the Distributor, whether or not appropriated thereto, and apply the proceeds of sale to Bromcom the overdue payment; and (c) charge the Distributor interest on a daily basis both before and after any judgement the price at the rate of 310% (ten per cent) per annum above the National Westminster Bank plc base rate in force from time to time from the date the payment became due until actual payment is made (irrespective of Lloyds Bank plc, and will be payable on demandwhether the date of payment is before or after any judgement or award in respect of the same). 3.8 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to 4.06 All prices for the Product are exclusive of any invoice payment due from Customer may applicable value added or any other sales tax, for which the Distributor shall be allocated by Bromcom as it sees fitadditionally liable. 3.9 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer 4.07 All payments shall be made by the due dateDistributor in sterling (GBP), Bromcom reserves at the right option of the Company, by: (a) cash; (b) SWIFT payment to subsequently invoice such bank account as the Customer for the monies due. 3.10 Payment terms unless otherwise stated Company may from time to time notify in writing are as in to the next paragraph. 3.11 100% of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training servicesDistributor;

Appears in 2 contracts

Sources: Exclusive Distribution Agreement (New Millennium Media International Inc), Exclusive Distribution Agreement (New Millennium Media International Inc)

Pricing and Payment. 3.1 Customer Payment for all utilized products and services shall pay Bromcom be in accordance with the price fee schedule provided within this Agreement and as those fees may be amended by FORTE from time to time. Fees may be amended by FORTE with a minimum of thirty (30) days’ notice and such amended fees will become effective on the designated effective date, which shall be no less than thirty (30) days’ from the date of the written notice to Merchant. Continued use of the Services on and after the designated effective date shall be deemed acceptance of the amended fees. 5.1 Fees shall be immediately due and payable upon receipt of services unless otherwise agreed upon between the parties. Fees will be automatically debited from the designated bank account on or after the 10th of each month for the licence fees for prior month’s activity unless agreed upon between the Bromcom Software (including parties. 5.2 Failure to pay any amount due to FORTE within the Cloud service charges for SaaS) and/or Other Software and/or any other services time period or fees as specified in the Call Off Contract in pounds sterling on the date[s] specifiedterms set forth in this section shall constitute a material breach of the Agreement by Merchant. All FORTE shall assess a late fee of one and one-half percent (1½%) per month on all amounts due and payable after the monthly deadline. In addition to imposing such amounts are exclusive of VAT and equivalent taxes on sales and supplies unless otherwise stated. The said taxes will be added late fees, FORTE may elect to terminate Merchant’s access to the invoice and the whole price including taxes Services in accordance with Section 19 below. Additionally, a $25.00 fee shall be paid without set-off or deduction and free from all withholdingsassessed for any return of a debit processed to the designated bank account. 3.2 All payments 5.3 FORTE shall have the right to be made offset against any amount payable by the Customer FORTE to Merchant under this Agreement shall be paid to an account designated by Bromcom either by direct debit instruction or BACS transfer and shall arrive on or before the due date in cleared funds. Prompt payment of all sums due under this Agreement is an essential condition any provision of this Agreement, any amounts owed FORTE related to services provided to Merchant, including but not limited to chargebacks or returns posted to Merchant’s account, or any fees, fines or costs incurred damages sustained by FORTE as a result of Merchant’s violation, breach or non- performance of its obligations under the Agreement. 3.3 The Customer agrees and accepts that its obligation to pay all the sums due under this Agreement on each due date for payment is absolute and unconditional and shall not be subject to any right of set-off, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law). 5.4 In the event that any taxes, deductions or withholdings are required by law, the Customer undertakes to pay such additional amounts as necessary in order that the net amounts received by Bromcom after all deductions and withholdings will not be less than such payments would have been funds in the absence designated account are insufficient to cover Merchant’s obligations, Merchant agrees to submit payment of such deductions amounts owing to FORTE upon demand and withholdings. 3.4 The Customer agrees that Bromcom through alternative means. Unless otherwise agreed upon, FORTE may assign all or part of its right, title and interest in and to debit any alternative account maintained by Merchant for the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee shall be entitled to give the Customer good discharge for all the sums amounts due and assigned owing without further notice to it under this Agreement. Following an assignment to the Assignee any payment made by the Customer to Bromcom will not release its payment obligation to the Assigneeor approval from Merchant. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcom. 3.7 In addition to and without prejudice to any other remedies that may be available, interest will accrue in respect of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demand. 3.8 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due date, Bromcom reserves the right to subsequently invoice the Customer for the monies due. 3.10 Payment terms unless otherwise stated in writing are as in the next paragraph. 3.11 100% of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training services

Appears in 2 contracts

Sources: Merchant Services Agreement, Merchant Services Agreement

Pricing and Payment. 3.1 Customer shall pay Bromcom the price Quoted prices are valid for the licence fees for the Bromcom Software thirty (including the Cloud service charges for SaaS30) and/or Other Software and/or any other services days. Prices stated do not include local, state or fees as specified in the Call Off Contract in pounds sterling on the date[s] specified. All such amounts are exclusive of VAT and equivalent taxes on sales and supplies unless otherwise statedfederal taxes. The said taxes will be added amount of any sales, use or similar tax applicable to the invoice and sale of the whole price including taxes items herein or to the use of such goods by Customer shall be paid without set-off by Customer, or deduction in lieu thereof, Customer will provide Supplier with a tax exemption certificate acceptable to the taxing authorities. Supplier will issue an invoice for the Services including over and free from above charges upon completion of the work. Subject to credit approval, all withholdings. 3.2 balances must be payable net thirty (30) calendar days or as otherwise provided for in the Quotation unless Customer is an entity listed in to the United States Office of Foreign Asset Control (“OFAC”) Sectoral Sanctions Index, in which case Section 12(b) of these Terms shall supersede this section. All payments to shall be made in United States Dollars. All past due amounts shall bear interest at a rate of one and one-half percent (1 ½%) per month or the maximum amount permitted by the Customer under this Agreement shall be paid to an account designated by Bromcom either by direct debit instruction or BACS transfer and shall arrive law commencing on or before the due date until the date the invoice amount is paid in cleared fundsfull. Prompt Customer agrees to pay any and all costs of collection including attorney’s fees in the event it becomes necessary to enforce the payment of all sums due under this Agreement is an essential condition of this Agreement. 3.3 The Supplier’s invoices. Customer agrees and accepts that its obligation to pay all the sums due under this Agreement on each due date for payment is absolute and unconditional and shall not be subject have a right to set off amounts against any right of set-off, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law)amount owed by Supplier to Customer. In the event that any taxes, deductions or withholdings are required by law, the Customer undertakes to pay such additional amounts as necessary in order that the net amounts received by Bromcom after all deductions and withholdings will not be less than such payments would have been in the absence of such deductions and withholdings. 3.4 The Customer agrees that Bromcom may assign all or part of its right, title and interest in and to the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee shall be entitled to give the Customer good discharge for all the sums due and assigned to it under this Agreement. Following an assignment to the Assignee any payment made by the Customer to Bromcom will not release its payment obligation to the Assignee. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcom. 3.7 In addition to other rights which Supplier may have under applicable law, Supplier has, by virtue of the Services performed, the right of retention and without prejudice to a possessory lien and pledge over any Parts or other remedies that property of Customer while at Supplier’s facility or otherwise in Supplier’s custody until the time Customer has fulfilled its payment obligations for Services performed by Supplier, its affiliates, subsidiaries, or other divisions or units. Supplier may be available, interest will accrue in respect set off any amounts or any portion of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demand. 3.8 Any sums paid amounts owed by Customer to Bromcom Supplier whether or not liquidated, against sums that Customer asserts is due to it, its parents, affiliates, subsidiaries, or other divisions or units under other transactions with Supplier, its parents, affiliates, subsidiaries, or other divisions or units. Supplier reserves a purchase money security interest in all Parts repaired pursuant to the Quotation that have been released to Customer and not expressly allocated proceeds thereof until payment in full is made for all Parts serviced. Customer agrees to execute any financing statement requested by Customer Supplier to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due date, Bromcom reserves the right to subsequently invoice the Customer for the monies due. 3.10 Payment terms unless otherwise stated in writing are as perfect its security interest in the next paragraphParts. 3.11 100% of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training services

Appears in 1 contract

Sources: Standard Terms and Conditions

Pricing and Payment. 3.1 Customer shall pay Bromcom the 4.1 The purchase price for each Account purchased by SLF (the licence fees for "Purchase Price") shall be equal to the Bromcom Software (including outstanding amount remaining to be paid on the Cloud service Invoice rendered in respect of that Account, net of taxes, penalties, duties, delivery charges for SaaS) and/or Other Software and/or or any other services similar charges or fees as specified amounts (the "Gross Face Value") less the discount set out in Schedule "B". 4.2 In determining the Call Off Contract in pounds sterling Gross Face Value of an Account, the outstanding amount remaining to be paid on the date[s] specifiedInvoice shall be reduced by an amount equal to all discounts available to the Account Debtor by virtue of such Account Debtor paying the Account in full prior to the latest date on which such Account Debtor is entitled to pay such Account before it falls into arrears. 4.3 If SLF receives any payment in respect of an Account which exceeds the monthly or periodic instalment payment on an Account (the excess portion being referred to hereinafter as a "Periodic Overpayment") or which exceeds the Gross Face Value for that Account (the excess portion being referred to hereinafter as a "Matured Debt Overpayment"), and provided such Account did not fall into arrears at any time, SLF shall, subject to the rights of SLF and the Account Debtor to such excess amounts, refund the Overpayment to Client. All Periodic Overpayments and Matured Debt Overpayments shall be placed by SLF in any SLF account, including, but not restricted to, a reserve account. All such amounts are exclusive held by SLF may be applied by SLF against charge-backs or any other Indebtedness and obligations of VAT and equivalent taxes on sales and supplies unless otherwise stated. The said taxes will be added Client to the invoice and the whole price including taxes shall be paid without set-off SLF known or deduction and free from all withholdings. 3.2 All payments anticipated and, subject to be made section 4.4, no such amount held by the Customer under this Agreement SLF shall be paid to an account designated Client until any and all of such Indebtedness and obligations are fully paid and/or satisfied. 4.4 Provided Client has not failed to pay any outstanding Indebtedness of Client to SLF which is then due and owing and subject to any application of any Periodic Overpayment and/or Matured Debt Overpayment by Bromcom either SLF against charge-backs or any other obligations of Client to SLF known or anticipated, SLF shall pay to Client the Periodic Overpayment and/or Matured Debt Overpayment for each Account after SLF has received full payment in respect of such Account. Such payments shall be made within the first three Business Days of the month immediately following payment in full of the Account, unless otherwise agreed to in writing by direct debit instruction or BACS transfer SLF. Notwithstanding the foregoing, if, in SLF's sole and shall arrive on or before the due date in cleared funds. Prompt payment of all sums due under this Agreement absolute opinion, there is an essential adverse change in the financial condition of this Agreement. 3.3 The Customer agrees and accepts that its obligation Client or the Account Debtor in respect of which the Periodic Overpayment and/or Matured Debt Overpayment was made, or Client's or such Account Debtor's ability to pay all any amounts owing, or to become owing in the sums due under this Agreement on each due date for payment is absolute and unconditional and future, to SLF has been impaired, worsened or diminished or threatens to do so (a "Credit Impairment"), SLF shall not be subject to any right of set-off, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law). In the event that any taxes, deductions or withholdings are required by law, the Customer undertakes obligated to pay such additional amounts as necessary in order to Client any amount constituting a Periodic Overpayment or a Matured Debt Overpayment until it is satisfied that the net amounts received by Bromcom after all deductions and withholdings will not be less than such payments would have been in the absence of such deductions and withholdingsCredit Impairment no longer exists. 3.4 4.5 The Customer agrees that Bromcom may assign all or part outstanding amount of Accounts purchased by SLF from Client and not yet paid for by its right, title and interest Account Debtors shall not exceed at any time the amount referred to in and to Schedule "B" as the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee "Purchase Limit". 4.6 SLF shall be entitled to give deduct from the Customer good discharge Purchase Price for the Accounts purchased by it as listed on each SCHEDULE OF ACCOUNTS (see Schedule "A") its standard wire transfer fee for all the sums due wire transfers and assigned same-day or overnight courier service charges if Client requests that payment be delivered to it under this Agreement. Following an assignment to the Assignee any payment made by the Customer to Bromcom will not release its payment obligation to the Assigneein such manner. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcom. 3.7 In addition to and without prejudice to any other remedies that may be available, interest will accrue in respect of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demand. 3.8 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due date, Bromcom reserves the right to subsequently invoice the Customer for the monies due. 3.10 Payment terms unless otherwise stated in writing are as in the next paragraph. 3.11 100% of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training services

Appears in 1 contract

Sources: Financing Agreement (Yak Communications Usa Inc)

Pricing and Payment. 3.1 a) Unless the Customer has been provided with a fixed quote, the Customer shall be charged for the Products and Services as set out in AliWood's Product and Service Price List as it applies at the time of the Customer placing an Order for Products and or Services. If a Product or Service does not appear on the Product and Service Price List then AliWood shall be entitled to charge a reasonable amount for that Product or Service. b) The Customer agrees to pay Bromcom AliWood in cleared funds for the provision of all Products or Services in accordance with the Terms of Payment set out at Item 5 of the Schedule. c) The Customer acknowledges that the Products and the prices in the Product and Service Price List may be modified by AliWood from time to time without notice throughout the currency of this Agreement and it shall be the responsibility of the Customer to check with AliWood as to the availability and price of any particular Product or Service immediately prior to placing any Order. d) If the Customer has been provided with a fixed quote, then such quote is subject to any terms or provisions referred to in the quote. In the case of all such quotes, unless stated otherwise the quote shall be subject to AliWood being able to source any items of equipment required for the Products or Services in a timely manner and, should AliWood not be able to do so, the quote shall no longer be binding upon it. e) Any quote that is based on drawings or specifications provided by or on behalf of the Customer shall be subject to change at AliWood's discretion should it become necessary that the Products or Services be provided in a manner other than strictly in accordance with those drawings orspecifications. f) The terms of payment shall be as set out in Item 5 of the Schedule save that AliWood shall be free at any time, at its sole discretion, to revoke or amend payment terms in regard to any future Orders and require payment in advance of supply of further Products orServices. g) Should the Schedule be silent as to terms of payment then the Customer must make payment in advance of delivery of any Products or Services. h) Payment by cheque is not deemed to have been made unless and until the proceeds of the cheque have cleared in AliWood's account. i) The Customer shall be liable for, and expressly undertakes to pay, all fees (including an administration fee in an amount to be set from time to time by AliWood) for all costs incurred for any cheque being dishonoured for whatever reason. j) Unless otherwise stated, quotes for Products and Services or delivery are exclusive of GST and any other applicable taxes or duties. In addition to the price for the licence fees for Products and Services the Bromcom Software (including the Cloud service charges for SaaSCustomer shall also pay any applicable GST, taxes orduties. k) and/or Other Software and/or any other services or fees as specified in the Call Off Contract in pounds sterling on the date[s] specified. All such amounts are exclusive of VAT and equivalent taxes on sales and supplies unless otherwise stated. The said taxes will be added Any quotation provided by AliWood to the invoice and the whole price including taxes Customer shall be paid without set-off or deduction valid only for 30 days from the time it was made and free from all withholdingsmay be withdrawn at any time by AliWood within that period. 3.2 All l) In the event that the Customer seeks to alter the scope of the Products or Services after the Order has been placed, or if it becomes apparent to AliWood that the scope of the Products or Services needs for whatever reason to be modified ("Additional Works") AliWood shall be free, if it agrees to the Additional Works, to charge additional amounts over and above the quoted amount to take into account the Additional Works, including any additional labour and materials required. AliWood may seek approval of such Additional Works (if they are known) prior to the Additional Works being undertaken, and shall not be compelled to complete the Additional Works unless the Additional Works are agreed to between the Parties. m) In respect of payments required to be made by the Customer under this Agreement time shall be paid to an account designated by Bromcom either by direct debit instruction or BACS transfer and shall arrive on or before the due date in cleared funds. Prompt payment of all sums due under this Agreement is an essential condition of this Agreement. 3.3 The Customer agrees and accepts that its obligation to pay all the sums due under this Agreement on each due date for payment is absolute and unconditional and shall not be subject to any right of set-off, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law). In the event that any taxes, deductions or withholdings are required by law, the Customer undertakes to pay such additional amounts as necessary in order that the net amounts received by Bromcom after all deductions and withholdings will not be less than such payments would have been in the absence of such deductions and withholdings. 3.4 The Customer agrees that Bromcom may assign all or part of its right, title and interest in and to the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee shall be entitled to give the Customer good discharge for all the sums due and assigned to it under this Agreement. Following an assignment to the Assignee any payment made by the Customer to Bromcom will not release its payment obligation to the Assigneeessence. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcom. 3.7 In addition to and without prejudice to any other remedies that may be available, interest will accrue in respect of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demand. 3.8 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due date, Bromcom reserves the right to subsequently invoice the Customer for the monies due. 3.10 Payment terms unless otherwise stated in writing are as in the next paragraph. 3.11 100% of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training services

Appears in 1 contract

Sources: General Agreement

Pricing and Payment. 3.1 Customer 6.1 Where acting in the capacity of a Distributor, Company will request quotes from Tenable and shall pay Bromcom the price to Tenable for the licence fees for the Bromcom Software (including the Cloud service charges for SaaS) and/or Other Software and/or any other services each copy or fees as specified in the Call Off Contract in pounds sterling subscription of a Product ordered by Company based on the date[s] specifiedquoted prices. Tenable may invoice Company upon receipt of an acceptable order for amounts payable under this Agreement. All such amounts are exclusive of VAT and equivalent taxes on sales and supplies unless otherwise stated. The said taxes will be added to the invoice and the whole price including taxes shall be paid without set-off or deduction and free from all withholdings. 3.2 All payments to be made by the Customer Company under this Agreement shall be paid made to an account designated Tenable in U.S. dollars. If Company qualifies for credit (such qualification to be at Tenable’s sole discretion), Company must fully pay within thirty (30) days of the date of the invoice. If credit has not been established, Company must pay in advance. If payment is late, Company shall pay interest on the unpaid balance of one and one-half percent (1.5%) per month from the date of invoice, with exception to invoices which are reasonably in dispute, or the maximum percentage permitted by Bromcom either law, whichever is less 6.2 Where acting in the capacity of a Reseller, all pricing and payment terms for the Products will be between Company and the Distributor. All orders for Products placed by direct debit instruction Company are subject to approval by Tenable, which shall not be unreasonably withheld. 6.3 Tenable may, in its sole discretion, discontinue any Product, or BACS transfer and shall arrive on or before otherwise change the due date in cleared funds. Prompt payment of all sums due Products available under this Agreement is an essential condition upon thirty (30) days’ written notice to Company. Tenable may further change its prices and discounts upon written notice to Company. Tenable reserves the right not to fulfill any Products sold after this notice period for legacy Products that no longer conform to Tenable’s standards. 6.4 Company agrees to reimburse Tenable for any and all reasonable costs incurred by Tenable in the collection of any amounts due under this Agreement. 3.3 The Customer agrees 6.5 Tenable prices do not include shipping charges or any sales, use, value added or other taxes, customs duties or similar tariffs and accepts fees that its obligation Tenable may be required to pay all upon delivery of the sums Products, upon collection of amounts due under this Agreement on each due date for payment is absolute and unconditional and shall not hereunder or otherwise. Should any tax, levy or other fee be subject to any right of set-offassessed, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law). In the event that any taxes, deductions or withholdings are required by law, the Customer undertakes Company agrees to pay such additional amounts as necessary in order that the net amounts received by Bromcom after all deductions and withholdings will not be less than such payments would have been in the absence of such deductions and withholdings. 3.4 The Customer agrees that Bromcom may assign all tax, levy or part of its right, title and interest in fee and to the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee shall be entitled to give the Customer good discharge for all the sums due and assigned to it under this Agreement. Following an assignment to the Assignee any payment made by the Customer to Bromcom will not release its payment obligation to the Assignee. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy on demand indemnify Tenable for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcomclaim for such tax, levy or fee. 3.7 In addition to and without prejudice to any other remedies that may be available, interest will accrue in respect of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demand. 3.8 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due date, Bromcom reserves the right to subsequently invoice the Customer for the monies due. 3.10 Payment terms unless otherwise stated in writing are as in the next paragraph. 3.11 100% of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training services

Appears in 1 contract

Sources: Master Partner Agreement

Pricing and Payment. 3.1 Customer shall pay Bromcom Payment of the purchase price for the licence fees for the Bromcom Software (including the Cloud service charges for SaaSPart(s) and/or Other Software and/or any other services or fees as specified in the Call Off Contract Quotation and as detailed in pounds sterling on an invoice (the date[s] specified“Purchase Price”) shall be made in immediately available funds by wire transfer of United States Dollars, free and clear of any deductions, withholdings, taxes or offset of any kind, to such bank account as may be specifiedby Seller to Customer. Title to all goods listed in the Quotation shall remain with Seller until payment of the Purchase Price is received in full from Customer, at which point Seller shall transfer title to the Parts to Customer (“Delivery”). Quoted prices are valid for thirty (30) days and, prior to sale subject to credit approval. All such amounts are invoices and balances must be payable net thirty (30) days or as otherwise provided for in the Quotation. The Purchase Price is exclusive of VAT and equivalent all sales, use, excise, stamp, transfer, import/export, value-added or any otherkind of taxes on sales and supplies unless otherwise stated. The said taxes will be added to the invoice and the whole price including taxes whatsoever (“Taxes”), which shall be paid without set-off or deduction and free from all withholdings. 3.2 All payments to be made promptly by the Customer. The Customer under hereby undertakes to indemnify and hold harmless Seller on a full indemnity, after-tax basis from and against any Taxes(and all penalties, fines, additions to tax and interest thereon) in connection with the sale of the Parts as contemplated by this Agreement. Should the Seller be required to pay any such Taxes or duties on behalf of the Customer, the Customer shall reimburse the Seller forthwith upon demand. All past due amounts owed by Customer to Seller pursuant to this Agreement shall be paid to an account designated bear interest at a rate of three and five tenths percent (3,5%) per month or the maximum amount permitted by Bromcom either by direct debit instruction or BACS transfer and shall arrive law commencing on or before the due date until the date the invoice amount is paid in cleared fundsfull. Prompt Customer agrees to pay any and all costs of collection, including attorney’s fees, in the event it becomes necessary to enforce the payment of all sums due under this Agreement is an essential condition of this Agreement. 3.3 The Seller’s invoices. Customer agrees and accepts that its obligation to pay all the sums due under this Agreement on each due date for payment is absolute and unconditional and shall not be subject have a right to set- off amounts due to Seller hereunder against any right amount owed by Seller to Customer. If Customer fails to take Delivery of set-off, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law). In the event that any taxes, deductions or withholdings are required by lawParts on the date agreed, the Customer undertakes to pay such additional amounts as necessary in order that the net amounts received by Bromcom after all deductions and withholdings will not be less than such payments would have been in the absence of such deductions and withholdings. 3.4 The Customer agrees that Bromcom may assign all or part of its right, title and interest in and to the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee Seller shall be entitled to give the Customer good discharge for all the sums due and assigned to it under this Agreement. Following an assignment to the Assignee any payment made by the Customer to Bromcom will not release its payment obligation to the Assignee. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcom. 3.7 In addition to and (without prejudice to any other rights or remedies that which the Seller may be available, interest will accrue in respect of any sum outstanding have) to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demand. 3.8 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due date, Bromcom reserves the right to subsequently invoice the Customer for the monies due. 3.10 Payment terms unless otherwise stated in writing are Purchase Price thereof and payment shall be due as in the next paragraph. 3.11 100% if Delivery of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training servicesParts had been effected.

Appears in 1 contract

Sources: Parts Sale Agreement

Pricing and Payment. 3.1 Customer shall pay Bromcom 4.2 The Charges do not include any charge for Value Added Tax and HR is solely responsible for paying any and all Value Added Tax arising in connection with the price for the licence fees for the Bromcom Software (including the Cloud service charges for SaaS) and/or Other Software and/or any other services or fees as specified in the Call Off Contract in pounds sterling Services rendered to HR under this Agreement. * CONFIDENTIAL TREATMENT REQUESTED 4.3 Both parties agree to take all reasonable steps to minimize taxes, which might be assessed on either party based on the date[s] specified. All such amounts are exclusive of VAT and equivalent taxes on sales and supplies unless otherwise stated. The said taxes will be added to the invoice and the whole price including taxes shall be paid without set-off or deduction and free from all withholdingsparties’ performance hereunder. 3.2 All payments to be made by 4.5 ETRX will maintain and procure the Customer under this Agreement shall be paid to an account designated by Bromcom either by direct debit instruction or BACS transfer maintenance of complete and shall arrive on or before the due date in cleared funds. Prompt payment accurate books and records (using, amongst other things, generally accepted accounting principles consistently applied) of all Services supplied, all Transactions and all Charges and other sums due under this Agreement is an essential condition claimed hereunder (“Books and Records”), and will retain the Books and Records for 6 years after the expiry or termination of this Agreement. 3.3 4.6 To review compliance with Clauses 4.4 and 4.5 and the accuracy of ETRX’s invoices HR may designate independent auditors who, at HR’s expense will be permitted to examine (as the context requires) ETRX’s charges to other customers and/or the Books and Records provided, however, that such auditor must sign a reasonable non-disclosure agreement with ETRX prior to commencing any examination. ETRX shall afford reasonable access to the auditor to its books and records, for the purpose of carrying out such an inspection. 4.7 The Customer agrees cost of such audit shall be at HR’s expense; provided, however, that ETRX will bear the cost of the audit if the audit reveals any overpayment which, in the aggregate, is greater than three percent (3%) of the amount which was actually due for the period being audited. 4.8 As regards Clause 4.4, HR’s auditor will be permitted to report to HR only the fact that ETRX is or is not in compliance with it, and accepts that its obligation to pay all the sums due under this Agreement on each due date for payment is absolute and unconditional and shall will not be permitted to disclose any specific information to HR regarding ETRX’s customers. If the auditor reports that ETRX is not in compliance with Clause 4.4, the auditor will report to ETRX the changes which need to be made to the charges and other terms of supply of the Services/New Products in order for ETRX to be in compliance with Clause 4.4. In the event ETRX agrees with the auditor’s findings, ETRX shall implement such changes within a reasonable period and upon request from HR, and the auditor shall certify to HR that ETRX is in compliance with this provision, once the changes have been made. In the event ETRX reasonably * CONFIDENTIAL TREATMENT REQUESTED and in good faith disagrees with the auditor’s findings, the parties shall attempt to resolve such dispute in accordance with the Dispute Resolution Procedure. If any portion of an ETRX invoice is subject to a bona fide dispute between HR and ETRX the following provisions shall apply: 4.9 HR will notify ETRX within ten business days after the date of receipt of the invoice(s) in question and will describe in reasonable detail HR’s reasons for disputing each item; and 4.9.1 within ten business days after ETRX’s receipt of such notice from HR the parties will negotiate in good faith via the Dispute Resolution Procedure to reach settlement on any right items that are the subject of set-offthe dispute; and 4.9.2 notwithstanding a dispute, counterclaim, abatement, reduction, deferment HR will pay or withholdings cause the payment of the undisputed part(s) of any nature invoice within the timescales set out in Clause 4.1 as if there had been no dispute and may withhold the disputed portion as provided for in Clause 4.9; and 4.9.3 HR will pay or procure the payment of the disputed amount within 10 days of the dispute being settled (save as at law)to the extent that it is settled) and the due amount agreed. If reasonably requested by HR, ETRX will reissue invoices in respect of any altered payments. 4.10 In the event that any taxes, deductions payments hereunder become due and payable by one party (the “Owing Party”) at a time when there is a bona fide claim (ie a disputed or withholdings are required overdue payment as opposed to a sum owing in the normal course) against the other party (the “Owed Party”) by lawthe Owing Party, the Customer undertakes to pay such additional amounts as necessary in order that the net amounts received by Bromcom after all deductions and withholdings will not be less than such payments would have been in the absence of such deductions and withholdings. 3.4 The Customer agrees that Bromcom may assign all or part of its right, title and interest in and to the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee Owing Party shall be entitled to give pay any such sum into a joint interest-bearing deposit account in the Customer good discharge for all joint names of Owing Party’s solicitors and the sums Owed Party’s solicitors (the “Escrow Account”) pending resolution of such claim in accordance with the Dispute Resolution Procedure. Upon resolution of such claim the Owed Party shall be entitled to payment from the Escrow Account of an amount which does not exceed the amount due and assigned to it under this Agreement. Following an assignment from the Owing Party in relation to the Assignee any payment made by resolved claim, with the Customer to Bromcom will not release its payment obligation balance standing to the Assignee. 3.5 The Customer hereby irrevocably consents credit of the Escrow Account being payable to the assignment to Owing Party. Interest accrued in the Assignee and undertakes that it will, if requested, confirms its consent to Escrow Account shall be apportioned pro rata between the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any payments made out of the services performed or Escrow Account as referred to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcomabove. 3.7 In addition to and without prejudice to any other remedies that may be available, interest will accrue in respect of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demand. 3.8 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due date, Bromcom reserves the right to subsequently invoice the Customer for the monies due. 3.10 Payment terms unless otherwise stated in writing are as in the next paragraph. 3.11 100% of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training services

Appears in 1 contract

Sources: Service Bureau Software Services Agreement

Pricing and Payment. 3.1 Customer shall pay Bromcom 4.1 During the price Term of this Agreement, MSP may order the Services from SKOUT for MSP End Users at the licence applicable fees for the Bromcom Software (including the Cloud service charges for SaaS) and/or Other Software and/or any other services or fees as specified and prices set forth in the Call Off Contract in pounds sterling SKOUT’s then-current Price List located on the date[s] specifiedSKOUT Partner Portal or otherwise set forth on the Sales Order Documentation. SKOUT may 4.2 Billing to occur at the earlier of installation of Services or thirty (30) days’ after the last date of signature of the Sales Order Documentation. All such payments are due thirty (30) days from the date of invoice (“Invoice Due Date”). Unpaid fees that are not being disputed in good faith by MSP, are subject to a finance charge of 1.5% per month, or the maximum permitted by law. MSP shall reimburse SKOUT’s cost of collection, including but not limited to reasonable attorney’s fees. 4.3 All fees and other amounts payable by MSP under this Agreement are exclusive of VAT taxes and equivalent similar assessments. Without limiting the foregoing, the MSP is responsible for all sales, service, use, value added and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, local , or foreign governmental or regulatory authority on any amounts payable by the MSP hereunder, other than any taxes imposed on sales and supplies unless otherwise statedSKOUT's income. The said taxes will be added to the invoice and the whole price including taxes Any claim for exemption by MSP shall be paid without set-off or deduction effective only after SKOUT’s receipt of all proper exemption documentation and free from all withholdingsrequirements. 3.2 All payments 4.4 If any amount payable to be made SKOUT by MSP is in arrears for more than sixty (60) days from the Customer under this Agreement shall be paid to an account designated Invoice Due Date, and not being disputed in good faith by Bromcom either by direct debit instruction or BACS transfer and shall arrive on or before MSP, SKOUT reserves the due date in cleared funds. Prompt payment of all sums due under this Agreement is an essential condition of this Agreement. 3.3 The Customer agrees and accepts that right at its obligation to pay all the sums due under this Agreement on each due date for payment is absolute and unconditional and shall not be subject to any right of set-off, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law). In the event that any taxes, deductions or withholdings are required by law, the Customer undertakes to pay such additional amounts as necessary in order that the net amounts received by Bromcom after all deductions and withholdings will not be less than such payments would have been in the absence of such deductions and withholdings. 3.4 The Customer agrees that Bromcom may assign all or part of its right, title and interest in and to the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee shall be entitled to give the Customer good discharge for all the sums due and assigned to it under this Agreement. Following an assignment to the Assignee any payment made by the Customer to Bromcom will not release its payment obligation to the Assignee. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcom. 3.7 In addition to discretion and without prejudice to any other remedies it may have, to (a) suspend the provision of Services to MSP End User until such time as payment is received by MSP; (b) assume the direct billing of MSP End User; or (c) transfer the Licenses to another managed service provider. MSP is responsible for determining the creditworthiness of MSP End User and the collection of fees from MSP End User. MSP acknowledges and agrees that may be available, interest will accrue in respect of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demand. 3.8 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due date, Bromcom reserves the right to subsequently invoice the Customer SKOUT assumes no responsibility for the monies bad debts or uncollected accounts of MSP End User. MSP shall pay to SKOUT all fees when due, regardless of whether MSP has received payment from MSP End User. 3.10 Payment terms unless otherwise stated in writing are as in the next paragraph. 3.11 100% of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training services

Appears in 1 contract

Sources: Managed Services Provider Agreement

Pricing and Payment. 3.1 Customer 6.1 Where acting in the capacity of a Distributor, Company will request quotes from Tenable and shall pay Bromcom the price to Tenable for the licence fees for the Bromcom Software (including the Cloud service charges for SaaS) and/or Other Software and/or any other services each copy or fees as specified in the Call Off Contract in pounds sterling subscription of a Product ordered by Company based on the date[s] specifiedquoted prices. Tenable may invoice Company upon receipt of an acceptable order for amounts payable under this Agreement. All such amounts are exclusive of VAT and equivalent taxes on sales and supplies unless otherwise stated. The said taxes will be added to the invoice and the whole price including taxes shall be paid without set-off or deduction and free from all withholdings. 3.2 All payments to be made by the Customer Company under this Agreement shall be paid made to an account designated Tenable in U.S. dollars. I f Company qualifies for credit (such qualification to be at Tenable’s sole discretion), Company must fully pay within thirty (30) days of the date of the invoice. If credit has not been established, Company must pay for the Products (including professional services unless otherwise agreed in a statement of work) in advance. If payment is late, Company shall pay interest on the unpaid balance of one and one-half percent (1.5%) per month from the date of invoice, with exception to invoices which are reasonably in dispute, or the maximum percentage permitted by Bromcom either law, whichever is less 6.2 Where acting in the capacity of a Reseller, all pricing and payment terms for the Products will be between Company and the Distributor. All orders for Products placed by direct debit instruction Company are subject to approval by Tenable, which shall not be unreasonably withheld. 6.3 Tenable may, in its sole discretion, discontinue any Product, or BACS transfer and shall arrive on or before otherwise change the due date in cleared funds. Prompt payment of all sums due Products available under this Agreement is an essential condition upon thirty (30) days’ written notice to Company. Tenable may further change its prices and discounts upon written notice to Company. Tenable reserves the right not to fulfill any Products sold after this notice period for legacy Products that no longer conform to Tenable’s standards. 6.4 Company agrees to reimburse Tenable for any and all reasonable costs incurred by Tenable in the collection of any amounts due under this Agreement. 3.3 The Customer agrees 6.5 Tenable prices do not include shipping charges or any sales, use, value added or other taxes, customs duties or similar tariffs and accepts fees that its obligation Tenable may be required to pay all upon delivery of the sums Products, upon collection of amounts due under this Agreement on each due date for payment is absolute and unconditional and shall not hereunder or otherwise. Should any tax, levy or other fee be subject to any right of set-offassessed, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law). In the event that any taxes, deductions or withholdings are required by law, the Customer undertakes Company agrees to pay such additional amounts as necessary in order that the net amounts received by Bromcom after all deductions and withholdings will not be less than such payments would have been in the absence of such deductions and withholdings. 3.4 The Customer agrees that Bromcom may assign all tax, levy or part of its right, title and interest in fee and to the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee shall be entitled to give the Customer good discharge for all the sums due and assigned to it under this Agreement. Following an assignment to the Assignee any payment made by the Customer to Bromcom will not release its payment obligation to the Assignee. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy on demand indemnify Tenable for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcomclaim for such tax, levy or fee. 3.7 In addition to and without prejudice to any other remedies that may be available, interest will accrue in respect of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demand. 3.8 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due date, Bromcom reserves the right to subsequently invoice the Customer for the monies due. 3.10 Payment terms unless otherwise stated in writing are as in the next paragraph. 3.11 100% of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training services

Appears in 1 contract

Sources: Master Partner Agreement

Pricing and Payment. 3.1 Customer CFS shall pay Bromcom a license fee to Netsol equal to fifty percent (50%) of the price amounts actually collected from customers for the licence fees for the Bromcom Software (including the Cloud service charges for SaaSa) and/or Other Software and/or any other services or fees as specified End User Licenses (proved, however, that in the Call Off Contract in pounds sterling on the date[s] specified. All such amounts are exclusive of VAT and equivalent taxes on sales and supplies unless otherwise stated. The said taxes will be added to the invoice and the whole price including taxes shall be paid without set-off or deduction and free from all withholdings. 3.2 All payments to be made by the Customer under this Agreement shall be paid to an account designated by Bromcom either by direct debit instruction or BACS transfer and shall arrive on or before the due date in cleared funds. Prompt payment of all sums due under this Agreement is an essential condition of this Agreement. 3.3 The Customer agrees and accepts that its obligation to pay all the sums due under this Agreement on each due date for payment is absolute and unconditional and shall not be subject to any right of set-off, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law). In the event that any the End User License is sold in connection with an end user license for CFS' Credit Line Lease Manager the applicable percentage shall be twenty-five percent (25%) of the license fee for those combined products), net of shipping charges, sales, excise, use, value added or other taxes, deductions tariffs, duties or withholdings are required by law, the Customer undertakes to pay such additional fees (including customs duties and broker charges) and net of any other amounts as necessary in order that charged for ancillary products or services (the net amounts received amount is referred to as the "Price"), (b) support and maintenance services relating to the End User License, (c) customization of the Software performed by Bromcom after all deductions and withholdings will Netsol (but the amount paid to Netsol for customization shall be a minimum of not be less than such payments would have been in the absence of such deductions and withholdings. 3.4 The Customer agrees that Bromcom may assign all or part of its right, title and interest in and to the sums due under this Agreement to an Assignee$300 per person-day). The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee CFS shall be entitled to give the Customer good discharge reimbursement for all the sums due and assigned amounts paid to it under Netsol in accordance with this Agreement. Following an assignment Section to the Assignee extent of fifty percent (50%) of any Customer refund made by CFS with respect to claims relating to Product performance. CFS shall not be required to make any payment made to Netsol for revenue CFS receives from implementation of the Products in customer sites, except to the extent it involves Netsol in such implementation activities, and, in such case, only as agreed to by the parties. CFS shall pay Netsol a minimum of $1.2 million pursuant to this Section (whether or not Customer receipts are sufficient to Bromcom will require such payment) during the period beginning on the Effective Date and ending on the date 12 months after the Launch Date, inclusive of all amounts paid hereunder, whether or not release its CFS has sold enough Products to require payment obligation in such amounts. To the extent of a shortfall in such payments, CFS shall pay the amount of such shortfall at the end of such period to Netsol (but for purposes of such calculation, CFS shall be allowed to count as paid to Netsol, the Assignee. 3.5 The Customer hereby irrevocably consents to applicable percentage of all accounts receivable CFS has accrued for Products delivered during the assignment to period, even if not collected by the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any last day of the services performed or Period, so long as Netsol's share of such accounts receivable are eventually paid within 90 days of the applicable due dates on the payments schedule originally set up with the applicable Customer. No payments to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcom. 3.7 In addition to and without prejudice to any other remedies that may be available, interest will accrue in respect of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and Netsol will be payable on demand. 3.8 Any sums paid owed by Customer CFS with respect to Bromcom two End User Licenses granted (with Netsol's consent, which shall not be unreasonably withheld or delayed) at no cost to one end user in the United States and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 one end user in Europe (collectively, the "Reference Sites"). <PAGE> In the event that there is any oversight by Bromcom whereby an invoice is not charged CFS desires to offer the Products to Customers on a Customer by basis in which the due date, Bromcom reserves the right to subsequently invoice the Customer Customers would pay for the monies due. 3.10 Payment terms unless otherwise stated Product based on per-usage charges (such as ASR), the parties will negotiate in writing are as in good faith to determine an appropriate license fee for such arrangement. The parties intend to negotiate the next paragraph. 3.11 100% fee within forty-five (45) days of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training servicesdate hereof.

Appears in 1 contract

Sources: Software Distribution Agreement

Pricing and Payment. 3.1 Customer CFS shall pay Bromcom a license fee to Netsol equal to fifty percent (50%) of the price amounts actually collected from customers for (a) End User Licenses (proved, however, that in the licence event that the End User License is sold in connection with an end user license for CFS' Credit Line Lease Manager the applicable percentage shall be twenty-five percent (25%) of the license fee for those combined products), net of shipping charges, sales, excise, use, value added or other taxes, tariffs, duties or fees for the Bromcom Software (including the Cloud service charges for SaaScustoms duties and broker charges) and/or Other Software and/or and net of any other amounts charged for ancillary products or services or fees (the net amount is referred to as specified in the Call Off Contract in pounds sterling on the date[s] specified. All such amounts are exclusive of VAT "Price"), (b) support and equivalent taxes on sales and supplies unless otherwise stated. The said taxes will be added maintenance services relating to the invoice and End User License, (c) customization of the whole price including taxes Software performed by Netsol (but the amount paid to Netsol for customization shall be a minimum of not less than $300 per person-day). CFS shall be entitled to reimbursement for amounts paid without set-off or deduction and free from all withholdings. 3.2 All payments to be Netsol in accordance with this Section to the extent of fifty percent (50%) of any Customer refund made by the Customer under this Agreement shall be paid CFS with respect to an account designated by Bromcom either by direct debit instruction or BACS transfer and shall arrive on or before the due date in cleared fundsclaims relating to Product performance. Prompt payment of all sums due under this Agreement is an essential condition of this Agreement. 3.3 The Customer agrees and accepts that its obligation to pay all the sums due under this Agreement on each due date for payment is absolute and unconditional and CFS shall not be subject required to make any right payment to Netsol for revenue CFS receives from implementation of set-offthe Products in customer sites, counterclaimexcept to the extent it involves Netsol in such implementation activities, abatementand, reductionin such case, deferment only as agreed to by the parties. CFS shall pay Netsol a minimum of $1.2 million pursuant to this Section (whether or withholdings not Customer receipts are sufficient to require such payment) during the period beginning on the Effective Date and ending on the date 12 months after the Launch Date, inclusive of any nature all amounts paid hereunder, whether or not CFS has sold enough Products to require payment in such amounts. To the extent of a shortfall in such payments, CFS shall pay the amount of such shortfall at the end of such period to Netsol (save but for purposes of such calculation, CFS shall be allowed to count as paid to Netsol, the applicable percentage of all accounts receivable CFS has accrued for Products delivered during the period, even if not collected by the last day of the Period, so long as Netsol's share of such accounts receivable are eventually paid within 90 days of the applicable due dates on the payments schedule originally set up with the applicable Customer. No payments to Netsol will be owed by CFS with respect to two End User Licenses granted (with Netsol's consent, which shall not be unreasonably withheld or delayed) at lawno cost to one end user in the United States and to one end user in Europe (collectively, the "Reference Sites"). In the event that any taxes, deductions or withholdings are required by lawCFS desires to offer the Products to Customers on a basis in which the Customers would pay for the Product based on per-usage charges (such as ASR), the Customer undertakes parties will negotiate in good faith to pay determine an appropriate license fee for such additional amounts as necessary in order that the net amounts received by Bromcom after all deductions and withholdings will not be less than such payments would have been in the absence of such deductions and withholdings. 3.4 The Customer agrees that Bromcom may assign all or part of its right, title and interest in and to the sums due under this Agreement to an Assigneearrangement. The Customer will be notified parties intend to negotiate the fee within forty-five (45) days of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee shall be entitled to give the Customer good discharge for all the sums due and assigned to it under this Agreement. Following an assignment to the Assignee any payment made by the Customer to Bromcom will not release its payment obligation to the Assigneedate hereof. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcom. 3.7 In addition to and without prejudice to any other remedies that may be available, interest will accrue in respect of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demand. 3.8 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due date, Bromcom reserves the right to subsequently invoice the Customer for the monies due. 3.10 Payment terms unless otherwise stated in writing are as in the next paragraph. 3.11 100% of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training services

Appears in 1 contract

Sources: Software Distribution Agreement (Netsol International Inc)

Pricing and Payment. 3.1 (a) All prices and payments in connection with the Services and all communications related thereto must be kept confidential. Customer shall pay Bromcom acknowledges that disclosing the price and payment terms of Services provided by the Company would harm the Company. (b) Payment for the licence fees for the Bromcom Software (including the Cloud service charges for SaaS) and/or Other Software and/or any other services or fees as specified in the Call Off Contract in pounds sterling on the date[s] specified. All such amounts are exclusive of VAT and equivalent taxes on sales and supplies unless otherwise stated. The said taxes will be added to the invoice and the whole price including taxes Services shall be paid without set-off due in cash or deduction other immediately transferable funds upon the Company’s delivery of the Vehicle, unless (a) other payment terms are set forth in writing and free from all withholdings. 3.2 All payments agreed to by the Company and Customer, or (b) credit terms for Customer are approved in a writing signed by an authorized representative of the Company. Payment shall be made by the Customer under this Agreement shall be paid to an account designated by Bromcom either by direct debit instruction or BACS transfer and shall arrive on or before the due date in cleared funds. Prompt payment of all sums due under this Agreement is an essential condition of this Agreement. 3.3 The Customer agrees and accepts that its obligation to pay all the sums due under this Agreement on each due date for payment is absolute and unconditional and shall not be subject to without any right of set-off, counterclaimdeduction, abatementor withholding. (c) If no specific price for the Services is described in the Order, reductionCustomer shall pay the Company for the Services at the Company's current standard rates. (d) If Customer’s credit has been duly approved in advance by the Company in a writing signed by an authorized representative of the Company, deferment or withholdings the amounts due to the Company for the Services shall be due in accordance with a credit agreement (a “Credit Agreement”) executed by Customer in connection with Customer's applying for credit with the Company. The terms and provisions of any nature such Credit Agreement are hereby incorporated herein. (save as at law). In e) If payment is not made in accordance with the event that any taxesforegoing terms, deductions or withholdings are required by lawin addition to its other legal rights and remedies, the Customer undertakes to pay such additional amounts as necessary in order that the net amounts received by Bromcom after all deductions and withholdings will not be less than such payments would have been in the absence of such deductions and withholdings. 3.4 The Customer agrees that Bromcom may assign all or part of its right, title and interest in and to the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee Company shall (i) be entitled to give charge Customer, effective from the Customer good discharge for all the sums due and assigned to it under this Agreement. Following an assignment to the Assignee any date payment made by the Customer to Bromcom will not release its payment obligation to the Assignee. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcom. 3.7 In addition to and without prejudice to any other remedies that may be availablebecomes due, interest will accrue in respect of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% one and one-half percent (1.5%) per annum above month or the base highest rate from time allowable by law, whichever is less, until payment is made to time of Lloyds Bank plcthe Company by Customer, and will (ii) be payable on demandentitled to withhold delivery of the Vehicle until payment is made to the Company by Customer. 3.8 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 In (f) If the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by Services include the due dateprovision of goods, Bromcom the Company reserves the right to subsequently invoice the Customer impose a handling charge on goods returned for credit (which have been correctly supplied for the monies dueOrder). 3.10 Payment terms unless otherwise stated in writing are as (g) The items and the total amount set forth in the next paragraph. 3.11 100% Order include only those labor, operations and materials required as evidenced by the Company’s inspection of the Year 1 SoftwareVehicle to date. Additional labor, including SaaS Software with Cloud Computing hosting charges parts and First Year Setup charges, are payable on ordermaterials may be required after commencement of the Services. 100% Customer will be informed of Training servicesany additional costs prior to repair.

Appears in 1 contract

Sources: Repair Order Agreement

Pricing and Payment. 3.1 Customer shall pay Bromcom the price for the licence 8.1 The fees for the Bromcom Software (including the Cloud service charges for SaaS) and/or Other Software and/or any other services or fees as specified in the Call Off Contract in pounds sterling on the date[s] specifiedServices provided pursuant to this Agreement are set forth below. All such amounts are exclusive of VAT and equivalent taxes on sales and supplies unless otherwise stated. The said taxes payments will be added made in U.S. Dollars, less any penalties, as determined in accordance with Section 8.11, regardless of whether WORLDTRAVEL collects any fees from its Customers. TRX has the right to suspend any or all of the invoice and the whole price including taxes shall be paid without setServices for non-off or deduction and free from all withholdingspayment upon thirty (30) days written notice. 3.2 All payments 8.2 The transaction fees and * Fees provided pursuant to this Agreement are set forth on Exhibit I. No payment by WORLDTRAVEL to TRX is contingent upon WORLDTRAVEL’s collection efforts from its customers. WORLDTRAVEL shall pay interest on all amounts not paid when due at the rate of one and one-half percent (1.5%) per month or the highest lawful rate, if less, unless WORLDTRAVEL, in good faith, disputes the amount of any invoice. WORLDTRAVEL shall have one hundred eighty (180) days from the receipt of said invoice to provide TRX with a written “Dispute Notice,” detailing the amount and nature of any dispute regarding such invoice. If WORLDTRAVEL tenders a Dispute Notice, WORLDTRAVEL shall not be made by the Customer relieved of its obligation to pay any undisputed amounts as required under this Agreement Agreement. After TRX has received the Dispute Notice, both parties shall be paid work in good faith to an account designated by Bromcom either by direct debit instruction or BACS transfer and shall arrive diligently come to terms regarding the disputed amount. 8.3 Fees are due * , on or before the first day of such * . Transaction fees in excess of the * shall be billed in arrears within * of the last day of the * in which such fees were incurred. If transaction levels are lower than that the amounts represented by the * Fee for any particular * , then amounts due date to WORLDTRAVEL will be reimbursed within * of the * in cleared fundswhich such overages are incurred. 8.4 Fees shall be based on * of WORLDTRAVEL’s 2005 actual transactions and shall be adjusted semi-annually based on changes in WORLDTRAVEL’s transaction levels. Prompt payment WORLDTRAVEL’s initial budgeted transactions and the initial * Fee are listed in Exhibit I. At no time during the term of all sums due under this Agreement is an essential condition shall the * minimum payment to TRX fall below * (to be trued-up within after then end of this Agreement. 3.3 The Customer agrees and accepts that its obligation to pay all the sums due under this Agreement on each due date for payment is absolute and unconditional and shall not be subject to any right of set-off, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at lawcontract year in question). In Notwithstanding the event that any taxes, deductions or withholdings are required by lawforegoing, the Customer undertakes * Fee will be adjusted to pay such additional amounts as necessary in order * of budgeted transactions if a catastrophic event occurs that severely impacts travel transactions across the net amounts received by Bromcom after all deductions and withholdings travel industry. The parties will not be less than such payments would have been in the absence of such deductions and withholdings. 3.4 The Customer agrees that Bromcom may assign all or part of its right, title and interest in and mutually agree to the sums due under this Agreement point in time when the * Fee will return to an Assignee. The Customer will be notified the initial level depending on the extent of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee shall be entitled to give the Customer good discharge for all the sums due and assigned to it under this Agreement. Following an assignment to the Assignee any payment made by the Customer to Bromcom will not release its payment obligation to the Assigneecatastrophic event. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcom. 3.7 In addition to and without prejudice to any other remedies that may be available, interest will accrue in respect of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demand. 3.8 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due date, Bromcom reserves the right to subsequently invoice the Customer for the monies due. 3.10 Payment terms unless otherwise stated in writing are as in the next paragraph. 3.11 100% of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training services

Appears in 1 contract

Sources: Master Agreement (TRX Inc/Ga)

Pricing and Payment. 3.1 Customer 4.1 The licence fees (“Fees”) for the Product(s) licensed pursuant to this Agreement are set forth in Schedule 1 hereto. Prices are quoted and payments must be made in sterling. Payments are due in accordance with the terms set forth in Schedule 1. Unless otherwise specified, invoices * . ETRX shall be entitled to charge interest on all amounts not paid by the Due Date at the rate of 2% above Barclays Bank plc base rate, from time to time in force. If HR disputes any invoice (in whole or in part) in good faith, HR may withhold the disputed sums in accordance with the next following paragraph of this Clause 4.1 and shall pay Bromcom the price undisputed sums as provided for the licence fees for the Bromcom Software (including the Cloud service charges for SaaS) and/or Other Software and/or any other services or fees as specified in the Call Off Contract in pounds sterling on the date[s] specified. All such amounts are exclusive of VAT and equivalent taxes on sales and supplies unless otherwise statedabove. The said taxes dispute resolution procedure set out in Clause 11 (the “Dispute Resolution Procedure”) will be added to the invoice and the whole price including taxes shall be paid without set-off or deduction and free from all withholdings. 3.2 All payments to be made by the Customer under this Agreement shall be paid to an account designated by Bromcom either by direct debit instruction or BACS transfer and shall arrive on or before the due date applied in cleared funds. Prompt payment respect of all sums due under this Agreement is an essential condition of this Agreement. 3.3 The Customer agrees and accepts that its obligation to pay all the sums due under this Agreement on each due date for payment is absolute and unconditional and shall not be subject to any right of set-off, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law)disputed sums. In the event that any taxes, deductions payments hereunder become due and payable by one party (the “Owing Party”) at a time when there is a bona fide claim (ie a disputed or withholdings are required overdue payment as opposed to a sum owing in the normal course) against the other party (the “Owed Party”) by lawthe Owing Party, the Customer undertakes to pay such additional amounts as necessary in order that the net amounts received by Bromcom after all deductions and withholdings will not be less than such payments would have been in the absence of such deductions and withholdings. 3.4 The Customer agrees that Bromcom may assign all or part of its right, title and interest in and to the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee Owing Party shall be entitled to give pay any such sum into a joint interest-bearing deposit account in the Customer good discharge joint names of Owing Party’s solicitors and the Owed Party’s solicitors (the “Escrow Account”) pending resolution of such claim in accordance with the Dispute Resolution Procedure. Upon resolution of such claim the Owed Party shall be entitled to payment from the Escrow Account of an amount which does not exceed the amount due to it from the Owing Party in relation to the resolved claim, with the balance standing to the credit of the Escrow Account being payable to the Owing Party. Interest accrued in the Escrow Account shall be apportioned pro rata between the payments made out of the Escrow Account as referred to above. 4.2 The Fees do not include any charge for Value Added Tax and HR is solely responsible for paying any and all Value Added Tax arising in connection with this Agreement. 4.3 Both parties agree to take all reasonable steps to minimize taxes, which might be assessed on either party based on the sums parties’ performance hereunder. 4.4 This Agreement is terminated for any reason, any Fees then due and assigned payable by HR to it under this Agreement. Following an assignment to the Assignee any payment made by the Customer to Bromcom ETRX will not release its payment obligation to the Assigneeimmediately become payable in full. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcom. 3.7 In addition to and without prejudice to any other remedies that may be available, interest will accrue in respect of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demand. 3.8 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due date, Bromcom reserves the right to subsequently invoice the Customer for the monies due. 3.10 Payment terms unless otherwise stated in writing are as in the next paragraph. 3.11 100% of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training services

Appears in 1 contract

Sources: Software Licence Agreement (TRX Inc/Ga)

Pricing and Payment. 3.1 3.1. Customer shall pay Bromcom Hyperspheric the price for the licence fees for the Bromcom Hyperspheric Software (including the Cloud service charges for SaaS) and/or Other Software and/or any other services or fees as specified in the Call Off Contract in pounds sterling on the date[s] specified. All such amounts are exclusive of VAT and equivalent taxes on sales and supplies unless otherwise stated. The said taxes will be added to the invoice and the whole price including taxes shall be paid without set-off or deduction and free from all withholdings. 3.2 3.2. All payments to be made by the Customer under this Agreement shall be paid to an account designated by Bromcom Hyperspheric either by direct debit instruction or BACS transfer and shall arrive on or before the due date in cleared funds. Prompt payment of all sums due under this Agreement is an essential condition of this Agreement. 3.3 3.3. The Customer agrees and accepts that its obligation to pay all the sums due under this Agreement on each due date for payment is absolute and unconditional and shall not be subject to any right of set-off, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law). In the event that any taxes, deductions or withholdings are required by law, the Customer undertakes to pay such additional amounts as necessary in order that the net amounts received by Bromcom Hyperspheric after all deductions and withholdings will not be less than such payments would have been in the absence of such deductions and withholdings. 3.4 3.4. The Customer agrees that Bromcom Hyperspheric may assign all or part of its right, title and interest in and to the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee shall be entitled to give the Customer good discharge for all the sums due and assigned to it under this Agreement. Following an assignment to the Assignee any payment made by the Customer to Bromcom Hyperspheric will not release its payment obligation to the Assignee. 3.5 3.5. The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms confirm its consent to the assignment in writing. 3.6 3.6. The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom Hyperspheric and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom Hyperspheric under this Agreement is a matter between the Customer and BromcomHyperspheric. 3.7 3.7. In addition to and without prejudice to any other remedies that may be available, interest will accrue in respect of any sum outstanding to Bromcom Hyperspheric on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demand. 3.8 3.8. Any sums paid by Customer to Bromcom Hyperspheric and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom Hyperspheric as it sees fit. 3.9 3.9. In the event that there is any oversight by Bromcom Hyperspheric whereby an invoice is not charged to a Customer by the due date, Bromcom Hyperspheric reserves the right to subsequently invoice the Customer for the monies due. 3.10 3.10. Payment terms unless otherwise stated in writing are as in the next paragraph. 3.11 3.11. 100% of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training servicesand Consultancy and other additional services and running costs apportioned to Year 1 are payable on order. For second and subsequent years, an invoice will be sent annually in advance describing the charges for each year of service and these invoices must be paid in advance of the period covered.

Appears in 1 contract

Sources: G Cloud Services Agreement

Pricing and Payment. 3.1 Customer shall pay Bromcom the price for the licence fees for the Bromcom Software (including the Cloud service charges for SaaSa) and/or Other Software and/or any other services or fees as specified in the Call Off The Contract in pounds sterling on the date[s] specified. All such amounts are exclusive of VAT Price and equivalent taxes on sales and supplies unless otherwise stated. The said taxes will be added applicable currency to the invoice and the whole price including taxes shall be paid without set-off or deduction and free from all withholdings. 3.2 All payments to be made by the Customer under this Agreement shall be paid to an account designated by Bromcom either by direct debit instruction or BACS transfer and shall arrive on or before the due date in cleared funds. Prompt payment of all sums due under this Agreement is an essential condition of this Agreement. 3.3 The Customer agrees and accepts that its obligation to pay all the sums due under this Agreement on each due date for payment is absolute and unconditional and shall not be subject to any right of set-off, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law). In the event that any taxes, deductions or withholdings are required by law, the Customer undertakes to pay such additional amounts as necessary in order that the net amounts received by Bromcom after all deductions and withholdings will not be less than such payments would have been in the absence of such deductions and withholdings. 3.4 The Customer agrees that Bromcom may assign all or part of its right, title and interest in and to the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee shall be entitled to give the Customer good discharge for all the sums due and assigned to it under this Agreement. Following an assignment to the Assignee any payment made by the Customer to Bromcom will the Contractor is set forth in the Proposal at a cost not release its payment obligation to the Assigneeexceed Eighty- Five Thousand and 31 dollars and sixty five cents. ($85,031.65) and is net of any Contractor Taxes. 3.5 (b) The Customer hereby irrevocably consents to shall pay the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any portion of the services performed or Contract Price billed monthly by the Contractor net Forty-Five (45) days after receipt of an invoice from the Contractor.Any amounts not paid when due shall be subject to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcom. 3.7 In addition to and without prejudice to any other remedies that may be available, interest will accrue in respect of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% two percent (2%) per annum above month or the base highest rate from time to time of Lloyds Bank plcallowed by law, and will be payable on demandwhichever is less. 3.8 Any sums paid by (c) If, during the term of this Agreement, any new legislation, taxes or regulations are established that cause an increase in fees or charges in connection with oil and/or other waste removal requirements, the Customer shall be responsible for paying Contractor such increased fees or charges, as applicable. (d) Customer agrees that the Work qualifies as services or materials on which a claim for lien (including without limitation a construction lien, mechanic’s lien or builder’s lien) may arise pursuant to Bromcom the applicable legislation should the Contractor opt to pursue such lien for unpaid amounts owed to the Contractor. The Customer hereby waives any defense associated with the non-applicability of such lien legislation to the Work. The Customer shall execute and not expressly allocated by deliver any documents required for the Contractor to perfect its security interest in accordance with this Section 4(d). (e) If the Customer fails to make any of the payments when due, Customer shall pay, in addition to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 In defaulted amount and interest thereon, all of the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due dateContractor’s legal fees, Bromcom collection costs and court costs in connection herewith. The Contractor reserves the right to subsequently share any relevant credit information when requested of it. (f) If the Customer fails to meet an agreed upon appointment for the Contractor to carry out the Work, if access to the Site or Covered Unit(s) is denied by the Customer, or if the Customer otherwise delays the Work, the Customer shall be charged separately for any additional costs incurred by the Contractor as the result of such delay (“Delay Costs”), unless the Customer has provided at least five (5) days’ prior written notice to the Contractor cancelling the appointment. The Contractor reserves the right to invoice the Customer separately for the monies dueany Delay Costs incurred. 3.10 Payment terms unless otherwise stated in writing are (g) The parties acknowledge that the Contract Price is based on a certain minimum expected annual operating hours as identified in the next paragraph. 3.11 100% Proposal (the “Minimum Hours”). If the actual annual operating hours of the Year 1 SoftwareCovered Unit(s) (the “Actual Hours”) fall short for any given year by more than twenty percent (20%) of the Minimum Hours for any reason outside the Contractor’s control, including SaaS Software with Cloud Computing hosting charges the Contractor shall be compensated by multiplying the percentage difference, but in no event more than eighty percent (80%), between the Actual Hours and First Year Setup chargesthe Minimum Hours, are payable on orderby the cost per operating hour as set forth in the Proposal. 100% of Training servicesIf applicable, this adjustment will be calculated in January following the previous year’s contract term.

Appears in 1 contract

Sources: Long Term Service Agreement

Pricing and Payment. 3.1 Customer shall pay Bromcom the price for the licence fees for the Bromcom Software (including the Cloud cloud service charges for SaaSSaaS if applicable) and/or Other Software and/or any other services or fees as specified in the Call Off Contract Order Acknowledgement in pounds sterling on the date[s] specifiedspecified in the Order Acknowledgement. All such amounts are exclusive of VAT and equivalent taxes on sales and supplies unless otherwise stated. The said taxes will be added to the invoice and the whole price including taxes shall be paid without set-off or deduction and free from all withholdings. 3.2 All payments to be made by the Customer under this Agreement shall be paid to an account designated by Bromcom either by direct debit instruction or BACS transfer and shall arrive on or before the due date in cleared funds. Prompt payment of all sums due under this Agreement is an essential condition of this Agreement. 3.3 The Customer agrees and accepts that its obligation to pay all the sums due under this Agreement on each due date for payment is absolute and unconditional and shall not be subject to any right of set-off, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law). In the event that any taxes, deductions or withholdings are required by law, the Customer undertakes to pay such additional amounts as necessary in order that the net amounts received by Bromcom after all deductions and withholdings will not be less than such payments would have been in the absence of such deductions and withholdings. 3.4 The Customer agrees that Bromcom may assign all or part of its right, title and interest in and to the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee shall be entitled to give the Customer good discharge for all the sums due and assigned to it under this Agreement. Following an assignment to the Assignee any payment made by the Customer to Bromcom will not release its payment obligation to the Assignee. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcom. 3.7 In addition to and without prejudice to any other remedies that may be available, interest will accrue in respect of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demand. 3.8 3.5 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 3.6 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due date, Bromcom reserves the right to subsequently invoice the Customer for the monies due. 3.10 3.7 During the INITIAL term and any FOLLOW UP term the total of all charges for the term become payable at the start of the contract term. However, as a standard procedure Bromcom typically allows for payments to be made annually in advance during the contract term. Please note that should there be a termination by Customer before the end of the term or an irreparable breach of the contract by Customer at any time during the term, the remaining sum in the remaining contract term or terms becomes payable immediately. 3.8 During the term of each contract, and when invoices are issued for the annual charges, prices are subject to adjustments according to the Retail Price Index (RPI). This is reviewed annually in April and an average of the preceding 12 months rates, as issued by the Office of National Statistics, is applied. 3.9 Payment terms unless otherwise stated in writing are as in the next paragraph.: 3.11 3.10 100% of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training servicesservices apportioned to Year 1 are payable on order. For second and subsequent years, in the INITIAL or FOLLOW UP term(s), an invoice will be sent annually in advance describing the charges for each year of service and these invoices must be paid in advance of the period covered, subject always to clause 3.7. 3.11 Contract Start Date 3.12 Year 1 of the Software year and this Agreement starts from the Contract Start Date which is the date that Bromcom commits resources to the contract and this is the same as the Customer’s purchase order date, unless otherwise specified in writing.

Appears in 1 contract

Sources: Standard Terms and Conditions

Pricing and Payment. 3.1 Customer shall pay Bromcom the price (a) The prices for the licence fees for the Bromcom Software (including the Cloud service charges for SaaS) and/or Other Software and/or any other services or fees as specified in the Call Off Contract in pounds sterling Product/s are described on the date[s] specifiedWebsite/s and are incorporated into these terms by reference. All such amounts prices are in Indian rupees. The prices, products and services are subject to change at the Company’s discretion. (b) All prices are exclusive of VAT any tax that may be required to be remitted to tax authorities. (c) The Company will use its best efforts to ensure that the accuracy of the prices and equivalent taxes price related information stated on sales the Website/s. The Company does not make any representation that the prices quoted on the Website/s will match the offers provided by stores. (d) In the event of any inadvertent mistake by the Company in quoting the price, the Company will notify You of the error before Your payment is processed. You will then have the choice to either accept the correct price or to cancel Your Order. (e) The Company accepts the following form of payments: a) Online payment via Credit Card, Debit Card, Net Banking b) Cash on Delivery on limited locations c) Cash Deposit on our bank account. (f) You agree, understand, confirm and supplies unless otherwise stated. The said taxes state that the card details provided by You to transact on the Website will be added to the invoice correct, accurate and the whole price including taxes shall be paid without set-off or deduction and free from all withholdings. 3.2 All payments to be made is owned by the Customer under this Agreement shall be paid to an account designated by Bromcom either by direct debit instruction or BACS transfer and shall arrive on or before the due date in cleared funds. Prompt payment of all sums due under this Agreement is an essential condition of this Agreement. 3.3 The Customer agrees and accepts that its obligation to pay all the sums due under this Agreement on each due date for payment is absolute and unconditional and shall not be subject to any right of set-off, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law)You. In the event You use the card belonging to any third party, then, You confirm that any taxes, deductions you have been authorized to or withholdings are required expressly permitted by law, such third party to use the Customer undertakes to pay such additional amounts as necessary in order that the net amounts received by Bromcom after all deductions and withholdings card for making payments. (g) The Company will not be less than such payments would have been in liable for any credit card fraud. The liability for use of a card fraudulently will be on the absence of such deductions User and withholdingsthe onus to 'prove otherwise' shall be exclusively on the User. 3.4 The Customer agrees that Bromcom may assign (h) In addition to all or part of its right, title other remedies available under law and interest in equity and to the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee shall be entitled to give the Customer good discharge for all the sums due and assigned to it as detailed under this Agreement. Following an assignment to , the Assignee any payment made by the Customer to Bromcom will not release its payment obligation to the Assignee. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcom. 3.7 In addition to and without prejudice to any other remedies that may be available, interest will accrue in respect of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demand. 3.8 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due date, Bromcom Company reserves the right to subsequently invoice recover the Customer cost of Product/s, collection charges, attorney’s charges etc., from an User using the Website/s fraudulently. Further, the Company reserves the right to initiate legal proceedings against such persons for the monies due. 3.10 Payment terms unless otherwise stated in writing are as in the next paragraph. 3.11 100% fraudulent use of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges Website/s and First Year Setup charges, are payable on order. 100% any other unlawful acts or acts or omissions in breach of Training servicesthese terms and conditions.

Appears in 1 contract

Sources: Terms and Conditions of Website Use

Pricing and Payment. 3.1 Customer Payment for all utilized products and services shall pay Bromcom be in accordance with the price fee schedule provided within this Agreement and as those fees may be amended by FORTE from time to time. Fees may be amended by FORTE with a minimum of thirty (30) days’ notice and such amended fees will become effective on the designated effective date, which shall be no less than thirty (30) days from the date of the written notice to Merchant. Continued use of the Services on and after the designated effective date shall be deemed acceptance of the amended fees. 5.1 Fees shall be immediately due and payable upon receipt of services unless otherwise agreed upon between the parties. Fees will be automatically debited from the designated bank account on or after the 10th of each month for the licence fees for prior month’s activity unless agreed upon between the Bromcom Software (including parties. 5.2 Failure to pay any amount due to FORTE within the Cloud service charges for SaaS) and/or Other Software and/or any other services time period or fees as specified in the Call Off Contract in pounds sterling on the date[s] specifiedterms set forth in this section shall constitute a material breach of the Agreement by Merchant. All FORTE shall assess a late fee of one and one-half percent (1½%) per month on all amounts due and payable after the monthly deadline. In addition to imposing such amounts are exclusive of VAT and equivalent taxes on sales and supplies unless otherwise stated. The said taxes will be added late fees, FORTE may elect to terminate Merchant’s access to the invoice and the whole price including taxes Services in accordance with Section 19 below. Additionally, a $25.00 fee shall be paid without set-off or deduction and free from all withholdingsassessed for any return of a debit processed to the designated bank account. 3.2 All payments 5.3 FORTE shall have the right to be made offset against any amount payable by the Customer FORTE to Merchant under this Agreement shall be paid to an account designated by Bromcom either by direct debit instruction or BACS transfer and shall arrive on or before the due date in cleared funds. Prompt payment of all sums due under this Agreement is an essential condition any provision of this Agreement, any amounts owed FORTE related to services provided to Merchant, including but not limited to chargebacks or returns posted to Merchant’s account, or any fees, fines or costs incurred damages sustained by FORTE as a result of Merchant’s violation, breach or non- performance of its obligations under the Agreement. 3.3 The Customer agrees and accepts that its obligation to pay all the sums due under this Agreement on each due date for payment is absolute and unconditional and shall not be subject to any right of set-off, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law). 5.4 In the event that any taxes, deductions or withholdings are required by law, the Customer undertakes to pay such additional amounts as necessary in order that the net amounts received by Bromcom after all deductions and withholdings will not be less than such payments would have been funds in the absence designated account are insufficient to cover Merchant’s obligations, ▇▇▇▇▇▇▇▇ agrees to submit payment of such deductions amounts owing to FORTE upon demand and withholdings. 3.4 The Customer agrees that Bromcom through alternative means. Unless otherwise agreed upon, FORTE may assign all or part of its right, title and interest in and to debit any alternative account maintained by Merchant for the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee shall be entitled to give the Customer good discharge for all the sums amounts due and assigned owing without further notice to it under this Agreement. Following an assignment to the Assignee any payment made by the Customer to Bromcom will not release its payment obligation to the Assigneeor approval from Merchant. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcom. 3.7 In addition to and without prejudice to any other remedies that may be available, interest will accrue in respect of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demand. 3.8 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due date, Bromcom reserves the right to subsequently invoice the Customer for the monies due. 3.10 Payment terms unless otherwise stated in writing are as in the next paragraph. 3.11 100% of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training services

Appears in 1 contract

Sources: Merchant Services Agreement

Pricing and Payment. 3.1 Customer shall pay Bromcom 4.1 The Subscriber is charged the at any given time current price for the licence fees for the Bromcom Software (including the Cloud service charges for SaaS) and/or Other Software and/or any other services or fees Plecto’s Service as specified listed on Plecto’s website, unless otherwise stated in the Call Off Contract in pounds sterling on the date[s] specified. Order Confirmation. 4.2 All such amounts prices are exclusive of any applicable VAT and equivalent taxes on sales and supplies unless otherwise stated. The said taxes specified, and any applicable VAT will be added to the invoice price charged to the Subscriber. Any additional taxes or fees charged by any government or administrative body must be paid for by Subscriber, and ▇▇▇▇▇▇ assumes no responsibility for handling this. Any such taxes or fees may be added to the whole price including taxes if applicable. 4.3 Plecto shall be paid without set-off or deduction and free from all withholdingsentitled to invoice the Subscriber for any transaction fee that Plecto incurs in relation to payments made to Plecto under this Agreement, not including standard credit card transaction fees. 3.2 All payments to 4.4 The subscription along with any applicable fees, taxes or VAT is invoiced and must be paid in advance in accordance with the terms set forth in the Order Confirmation. 4.5 Payment can be made by the Customer under this Agreement shall be paid to an account designated by Bromcom either by debit card, direct debit instruction or BACS transfer and shall arrive on or before electronic invoicing in accordance with the due date Order Confirmation. The Subscriber can not change its payments methods unless otherwise agreed in cleared funds. Prompt payment of all sums due under this Agreement is an essential condition of this Agreementadvance with Plecto in writing. 3.3 The Customer agrees and accepts that its obligation to pay all the sums due under this Agreement on each due date for 4.6 If payment is absolute made by credit or debit card, the Subscriber must at all times ensure that ▇▇▇▇▇▇ has the updated and unconditional valid credit card information, and shall not be subject agrees that ▇▇▇▇▇▇ may charge any amounts associated with the subscription to any right of set-off, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law)Subscriber. In the event that any taxes, deductions or withholdings are required of breach of contract by lawthe Subscriber, the Customer undertakes Subscriber explicitly agrees that ▇▇▇▇▇▇ may charge Subscribers credit card or direct debit card with any outstanding amounts owed by Subscriber. 4.7 The applicable price depends on the number of Users associated with the Service provided to pay such additional amounts as necessary in order Subscriber. The Subscriber warrants that it shall provide Plecto with an accurate and up-to-date number of Users and the net amounts received price shall be based on that number. No discount or refund to the price will be provided, if the number of Users is lower than that stated by Bromcom after all deductions and withholdings will not Subscriber. Subscriber must inform ▇▇▇▇▇▇ if the stated number of Users is exceeded or expected to be less than such payments would have been in the absence of such deductions and withholdingsnear future. 3.4 4.8 If the number of Users exceeds the amount stated by Subscriber, the price shall be increased accordingly. Plecto reserves the right to charge the Subscriber for any additional Users detected with effect from the month they first appeared as Users. 4.9 The Customer agrees that Bromcom may assign all or part number of its rightUsers is determined by the maximum number of Users Plecto has received data points for on any given day during the course of a month. 4.10 In determining the number of Users, title and interest it is of no importance whether a User has been logged in and to the sums due under this Agreement to an Assignee. The Customer will be notified of Service or whether the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee shall be entitled to give the Customer good discharge for all the sums due and assigned to it under this Agreement. Following an assignment User has any login access to the Assignee any payment made by Service. Furthermore, it is irrelevant whether the Customer to Bromcom will not release its payment obligation to the Assignee. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or User is presented on any of the services performed or to be performed dashboards provided by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and BromcomService. 3.7 In addition 4.11 Delay in payment shall be charged interest with 1.5 % per month or the maximum rate permitted by the applicable statutory law, whichever is lower, from the due date up to and without prejudice to any other remedies that may be available, interest will accrue in respect including the date of any sum outstanding to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demandactual payment. 3.8 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to any invoice 4.12 In case of late payment due of more than 10 days from Customer may be allocated by Bromcom as it sees fit. 3.9 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due date, Bromcom or from the date of an unsuccessful charge to a debit/credit card, Plecto, without limiting its other rights to legal remedies, reserves the right to subsequently invoice disconnect the Customer for Service without any notice until payment has been made. Furthermore, Plecto is entitled to demand a security deposit be paid, change the monies duefuture payment terms or terminate the contract with immediate effect, cf. section 7. The Subscriber is under no circumstances entitled to any compensation or remedies due to the potential disconnection of the Services. 3.10 Payment terms unless otherwise stated in writing are as 4.13 Plecto shall increase the price of the Service with effect from 1 January each year by the greater of (i) 4%; or (ii) the percentage increase in the next paragraph. 3.11 100% Danish net price index during the previous year. Plecto may also adjust the price of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable Service at any time on order. 100% of Training services120 calendar days' notice to the Subscriber.

Appears in 1 contract

Sources: Master Subscription Agreement

Pricing and Payment. 3.1 Customer shall pay Bromcom Payment of the purchase price for the licence fees for the Bromcom Software (including the Cloud service charges for SaaSPart(s) and/or Other Software and/or any other services or fees as specified in the Call Off Contract Quotation (the “Purchase Price”) shall be made in pounds sterling on immediately available funds by wire transfer of United States Dollars, free and clear of any deductions, withholdings, taxes or offset of any kind, to such bank account as may be specified by Seller to Customer. Title to all goods listed in the date[s] specifiedQuotation shall remain with Seller until payment of the Purchase Price is received in full from Customer, at which point Seller shall transfer title to the Parts to Customer. Quoted prices are valid for thirty (30) days and, prior to sale subject to credit approval. All such amounts are invoices and balances must be payable net sixty (60) days from date of issuance of the invoice or as otherwise provided for in the Quotation. The Purchase Price is exclusive of VAT and equivalent all sales, use, excise, stamp, transfer, import/export, value-added or any other kind of taxes on sales and supplies unless otherwise stated. The said taxes will be added to the invoice and the whole price including taxes whatsoever (“Taxes”), which shall be paid without set-off or deduction and free from all withholdings. 3.2 All payments to be made promptly by the Customer. The Customer under hereby undertakes to indemnify and hold harmless Seller on a full indemnity, after-tax basis from and against any Taxes (and all penalties, fines, additions to tax and interest thereon) in connection with the sale of the Parts as contemplated by this Agreement. Should the Seller be required to pay any such Taxes or duties on behalf of the Customer, the Customer shall reimburse the Seller forthwith upon demand. All past due amounts owed by Customer to Seller pursuant to this Agreement shall be paid to an account designated bear interest at a rate of 0.1 % per day or the maximum amount permitted by Bromcom either by direct debit instruction or BACS transfer and shall arrive law commencing on or before the due date until the date the invoice amount is paid in cleared fundsfull. Prompt Customer agrees to pay any and all costs of collection, including attorney’s fees, in the event it becomes necessary to enforce the payment of Seller’s invoices. Customer shall not have a right to set- off amounts due to Seller hereunder against any amount owed by Seller to Customer. Seller reserves a purchase money security interest pursuant to Article 9 of the Uniform Commercial Code (“UCC”) in all sums due under this Agreement Parts sold pursuant to the Quotation and proceeds thereof until payment in full is an essential condition of this Agreement. 3.3 The made for all Parts provided in connection with the sale. Customer agrees and accepts that its obligation to pay all the sums due under this Agreement on each due date for payment is absolute and unconditional and shall not be subject execute or consent to any right UCC financing statement or other documentation requested by Seller to perfect its security interest in the goods. If Customer fails to take Delivery of set-off, counterclaim, abatement, reduction, deferment or withholdings of any nature (save as at law). In the event that any taxes, deductions or withholdings are required by lawParts on the date agreed, the Customer undertakes to pay such additional amounts as necessary in order that the net amounts received by Bromcom after all deductions and withholdings will not be less than such payments would have been in the absence of such deductions and withholdings. 3.4 The Customer agrees that Bromcom may assign all or part of its right, title and interest in and to the sums due under this Agreement to an Assignee. The Customer will be notified of the assignment and the Customer’s payment obligations will then be owed to and enforceable by the Assignee and the Assignee Seller shall be entitled to give the Customer good discharge for all the sums due and assigned to it under this Agreement. Following an assignment to the Assignee any payment made by the Customer to Bromcom will not release its payment obligation to the Assignee. 3.5 The Customer hereby irrevocably consents to the assignment to the Assignee and undertakes that it will, if requested, confirms its consent to the assignment in writing. 3.6 The Customer further agrees that the Assignee shall have no responsibility for the Products, or any of the services performed or to be performed by Bromcom and that it is reasonable for the Assignee to exclude its liability for these. The Customer’s sole remedy for any breach by Bromcom under this Agreement is a matter between the Customer and Bromcom. 3.7 In addition to and (without prejudice to any other rights or remedies that which the Seller may be available, interest will accrue in respect of any sum outstanding have) to Bromcom on a daily basis both before and after any judgement at the rate of 3% per annum above the base rate from time to time of Lloyds Bank plc, and will be payable on demand. 3.8 Any sums paid by Customer to Bromcom and not expressly allocated by Customer to any invoice payment due from Customer may be allocated by Bromcom as it sees fit. 3.9 In the event that there is any oversight by Bromcom whereby an invoice is not charged to a Customer by the due date, Bromcom reserves the right to subsequently invoice the Customer for the monies due. 3.10 Payment terms unless otherwise stated in writing are Purchase Price thereof and payment shall be due as in the next paragraph. 3.11 100% if Delivery of the Year 1 Software, including SaaS Software with Cloud Computing hosting charges and First Year Setup charges, are payable on order. 100% of Training servicesParts had been effected.

Appears in 1 contract

Sources: General Terms and Conditions of Sale