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PRIME�G0V components and ancillary online or off line services to which Customer is granted access under this Agreement. "Service Level the service level commitments in respect of the Service to the Customer as more Commitments" particularly set out in Schedule 1. "Term" means the term of this Agreement as specified in clause 3. "User" means one (or if more than one "Users") of Customer's employees, representatives, consultants, contractors or agents and other persons expressly permitted by Customer in connection with Customer's business affairs who are authorized to use the Service and have been supplied User identifications and passwords by Customer. 2 INTERPRETATION 2.1 Person: The expression "person" means any individual, firm, body corporate, unincorporated association, or partnership, government, state or agency of a state orjoint venture. 2.2 Headings: The index and headings to the clauses, the Appendices and Schedules of this Agreement are for convenience only and will not affect its construction or interpretation. 2.3 Statutes: Any reference to a statute or statutory provision and all regulations and notices made pursuant to it (whether made before or after the date of this Agreement), includes a reference to the same as from time to time amended, modified, extended, re-enacted, consolidated, or replaced provided that amendments, consolidations, modifications, extensions, re-enactments or replacements made after the date of this Agreement will not have substantively changed any provision which is relevant to this Agreement. 2.4 Provisions of the Agreement 2.4.1 Any reference in this Agreement to a clause, Schedule or Appendix is a reference to a clause, Schedule or Appendix of this Agreement and references in any Schedule or Appendix to paragraphs relate to the paragraphs in that Schedule or Appendix. 2.4.2 The Schedules and Appendices form part of this Agreement and will have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement will include the Schedules and Appendices. 2.5 Writing: Any references to "writing" or "written" includes references to any communication effected by post, facsimile, email or any comparable means. 3 TERM 3.1 This Agreement shall unless terminated in accordance with clause 19, commences on the Effective Date and shall continue for an initial period of one (1) year therefrom(the"Initial Term"). 4 CUSTOMER USE OF THE SERVICE 4.1 Supplier grants Customer a license to access and use the Service during the Term via the internet under and subject to the terms of this Agreement. Supplier reserves the right to make changes and updates to the functionality and/or documentation of the Service from time to time. 5 FEES AND PAYMENT 5.1 Customer agrees to pay fees as set forth in the Pricing Schedule. ("the Service Fees"). 5.2 The Service Fees are to be paid annually in advance commencing on the Effective Date of this agreement and are non-refundable. 5.3 The Service Fees shall be billable and payable annually in advance for a twelve (12) month period at a time ("a Service Year') on the anniversary of the Effective Service Date ("the "Renewal Date") for the first year and for each year thereafter the Service Fees shall be payable annually in advance on each subsequent anniversary of the Renewal Date. One month prior to the expiry of a Service Year ("Service Year Expiry Date') the Service Fees for the Service Year will be invoiced by the Supplier to the Customer in respect of the Service to be provided in the following Service Year. The Customer shall pay the Service Fees on or before the relevant Service Year Expiry Date. 5.4 Where any additional Service(s) is acquired by the Customer during the period between one Renewal Date and the next Renewal Date ("the Installation Year") the Service Fees payable shall be calculated pro-rata, from the date of the Purchase Order for the Service(s) in the Installation Year up to the next Renewal Date applicable to Customers other Licenses. For all subsequent years thereafter, the Service Fees shall be payable annually in advance on each anniversary of the Renewal Date in accordance with this Agreement. 5.5 Where the Supplier performs Professional Services under this Agreement (such as configuration of the Support Service if requested by Customer or migration of Customer Data to the Service), such services shall be invoiced by the Supplier on a time and material basis in accordance with the Suppliers rates in effect at the time of provision of such services ("Professional Services Fees") unless otherwise agreed in writing between the Parties and will be payable without withholding, deduction or off set of any amounts for any purpose. 5.6 The Service Fees and Professional Service Fees do not include local or foreign taxes, duties, fees and levies imposed from time to time by any government or other authority ("Taxes") and such Taxes, where applicable, will be payable by the Customer on the Service Fees and Professional Services Fees, at the rate applicable at the time of supply of the Service and/or Professional Services. 5.7 The Customer shall pay each invoice within 45 days of receipt of this invoice. 5.8 Customer agrees to provide Supplier billing and contact information as Supplier may reasonably require. Customer agrees to update this information promptly by means of email to the Supplier and in any case within 15 days, if there is any change. 6 NON-PAYMENT 6.1 Customers account will be considered delinquent (in arrears) if the Supplier has not received payment in full within 45 days after the due date, and without prejudice to any other rights and remedies of the Supplier,