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5.2 The Service Fees are to be paid annually in advance commencing on the Effective Date <br />of this agreement and are non-refundable. <br />5.3 The Service Fees shall be billable and payable annually in advance for a twelve (12) <br />month period at a time ("a Service Year") on the anniversary of the Effective Service <br />Date ("the "Renewal Date") for the first year and for each year thereafter the Service <br />Fees shall be payable annually in advance on each subsequent anniversary of the <br />Renewal Date. One month prior to the expiry of a Service Year ("Service Year Expiry <br />Date") the Service Fees for the Service Year will be invoiced by the Supplier to the <br />Customer in respect of the Service to be provided in the following Service Year. The <br />Customer shall pay the Service Fees on or before the relevant Service Year Expiry Date. <br />5.4 Service Fees will Increase three (3%) annually beginning in the third (3) Service Year. <br />5.5 Where any additional Service(s) is acquired by the Customer during the period <br />between one Renewal Date and the next Renewal Date ("the Installation Year") the <br />Service Fees payable shall be calculated pro-rata, from the date of the Purchase Order <br />for the Service(s) in the Installation Year up to the next Renewal Date applicable to <br />Customer's other Licenses. For all subsequent years thereafter, the Service Fees shall <br />be payable annually in advance on each anniversary of the Renewal Date in accordance <br />with this Agreement. <br />5.6 Where the Supplier performs Professional Services under this Agreement (such as <br />configuration of the Support Service if requested by Customer or migration of <br />Customer Data to the Service), such services shall be invoiced by the Supplier on a time <br />and material basis in accordance with the Supplier's rates in effect at the time of <br />provision of such services ("Professional Services Fees") unless otherwise agreed in <br />writing between the Parties and will be payable without withholding, deduction or off <br />set of any amounts for any purpose. <br />5.7 The Service Fees and Professional Service Fees do not include local or foreign taxes, <br />duties, fees and levies imposed from time to time by any government or other <br />authority ("Taxes") and such Taxes, where applicable, will be payable by the Customer <br />on the Service Fees and Professional Services Fees, at the rate applicable at the time <br />of supply of the Service and/or Professional Services. <br />5.8 The Customer shall pay each invoice within 45 days of receipt of this invoice. <br />5.9 Customer agrees to provide Supplier billing and contact information as Supplier may <br />reasonably require. Customer agrees to update this information promptly by means of <br />email to the Supplier and in any case within 15 days, if there is any change. <br />NON-PAYMENT <br />6.1 Customers account will be considered delinquent (in arrears) if the Supplier has not <br />received payment in full within 45 days after the due date, and without prejudice to <br />any other rights and remedies of the Supplier; <br />6.1.1 Interest shall accrue on any payments (or any part thereof) outstanding at a <br />rate of one and a half per cent (1.5%) per month or the highest rate allowed by <br />applicable law, whichever is lower, plus all expenses of collection, including <br />reasonable legal fees and court costs; <br />6.1.2 Subject to clause 6.4 below, the Supplier may, upon giving ten (10) days written <br />notice but without liability to the Customer, disable/suspend the Customer's <br />password, account and access to all or part of the Service and the Supplier shall <br />