Item 12 - Automated Agenda Management System

Home Browse Search

Installation Year up to the next Renewal Date applicable to Customer’s 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 Supplier’s 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 Customer’s 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; 6.1.1 Interest shall accrue on any payments (or any part thereof) outstanding at a rate of one and a half per cent (1.5%) per month or the highest rate allowed by applicable law, whichever is lower, plus all expenses of collection, including reasonable legal fees and court costs; 6.1.2 Subject to clause 6.4 below, the Supplier may, upon giving ten (10) days written notice but without liability to the Customer, disable/suspend the Customer’s password, account and access to all or part of the Service and the Supplier shall be under no obligation to provide any or all of the Service while the invoice(s) or any part thereof, remains unpaid; 6.2 Supplier may in its discretion, decide not to exercise its rights under clause 6.1.1 (interest) and 6.1.2 (suspension), if Customer is disputing the applicable Service Fees and/or Professional Services Fees reasonably and in good faith and is cooperating diligently to resolve the dispute. 6.3 Supplier reserves the right to impose a reconnection fee if the Service is suspended (as a result of Customer’s breach) but subsequently reinstated. 6.4 Without recourse to clause 6.1.2, Supplier reserves the right to terminate this Agreement if Customer’s account falls into arrears 45 days after the due date. 7 RESTRICTIONS ON USE OF THE SERVICE 7.1 The Customer may not: - 7.1.1 Make the Service or use the Service for the benefit of anyone else other than the Customer and the Customer’s Users. Customer shall access and use the Service only to the extent of authorizations acquired by the Customer in accordance with this Agreement (for example the quantity specified in the relevant Purchase Order) and Customer agrees that the Customer is solely responsible for use of the Service by any Users who access and/or use the Service. Customer agrees to immediately notify the Supplier if Customer becomes aware of any loss or theft or unauthorized use of Customer’s account credentials.