Billing: Modifications and Payments

6.1 Unless agreed otherwise in writing separately between You and Us, or unless otherwise indicated otherwise on an Order Form referencing this Agreement, or in any Consulting Services-related SOW, or in Additional Terms (as defined in Section 12.2) and subject to Section 6.2, all Fees associated with Your access to and use of a Services shall be paid in full by You upon commencement of Your Subscription Term, or monthly in arrears as We determine is appropriate, or with respect to a Deployed Associated Service, at the time such Deployed Associated Service is purchased, subscribed to or otherwise deployed. Unless agreed otherwise in writing separately between You and Us, all invoices issued by Us to You for Fees must be paid in full by You without set-off, counterclaim or any deduction whatsoever, within twenty (20) calendar days after the date of Our invoice. If You fail to pay any Fees due on time, or within five (5) business days after Our written notice to You that payment is due or overdue, or if You do not update Your payment information upon Our request, in addition to Our other remedies, We may suspend or terminate access to and use of such Service by You, Administrators and End-Users. We may also charge You interest on all overdue sums at the rate of 15% (fifteen percent) per annum calculated daily until all such sums are paid to Us in full. We may also charge You for Our costs of recovery, including Our legal fees.

6.2 If You choose to upgrade Your Service Plan or increase the number of Administrators authorised to access and use a Service during Your Subscription Term (a “Subscription Upgrade”), any incremental Subscription Fees associated with such Subscription Upgrade will be prorated over the remaining period of Your then current Subscription Term, charged to Your Account and due and payable upon implementation of such Subscription Upgrade. In any future Subscription Term, Your Subscription Fees will reflect any such Subscription Upgrades.

6.3 No refunds or credits for any Fees will be provided to You if You elect to downgrade Your Service Plan, reduce the number of Administrators authorised to access and use a Service, or otherwise reduce Service capacities or quotas agreed in an Order Form, during Your Subscription Term (a “Subscription Downgrade”). A Subscription Downgrade may cause loss of content, features, or capacity of the Service as available to You under Your Account, and Aptree does not accept any liability for such loss.

6.4 Unless otherwise stated, Our Fees exclude all taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying all transaction related Taxes regarding the supply of Services to You under this Agreement. This obligation excludes any taxes assessable directly against the Aptree Group under applicable law regarding its net revenue flows and related profitability. We will invoice You for such Taxes if We believe We have a legal obligation to do so, or You are liable under this section, and You agree to pay such Taxes if so invoiced, at the same time as Our Fees are due to be paid within. If You believe You are required by law to deduct any Tax from any sum due and payable to Us, then You agree to top up and make good any such shortfall or deficiency so that We receive the full amount due and payable to Us at the time such sum is due to be paid.

6.5 This section will apply if and when We allow You to pay by credit card as addressed in this section. If You pay by credit card or certain other payment instruments, the Services provide an interface for the Account owner to change credit card information (e.g. upon card renewal). The Account owner will receive a receipt upon each receipt of payment by the Payment Agent, or they may obtain a receipt from within the Services to track subscription status. You hereby authorise the Payment Agent to bill Your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan for the Services and for periodic Fees applicable to Deployed Associated Services to which You subscribe until Your subscription to the Services terminates, and You further agree to pay any Fees so incurred. If applicable, You hereby authorise Aptree the Payment Agent to charge Your credit card or other payment instrument to establish such prepaid credit. You agree to promptly update Your Account information with any changes (for example, a change in Your billing address or credit card expiration date) that may occur. The Payment Agent uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except to process Your credit card information for the Payment Agent.

6.6 Payments made by credit card, debit card or certain other payment instruments for the Services are billed and processed by Aptree’s Payment Agent. To the extent the Payment Agent is not Aptree, the Payment Agent is acting solely as a billing and processing agent for and on behalf of Aptree and shall not be construed to be providing the applicable Service.

6.7 Any Subscriber that mandates Aptree to use a vendor payment portal or compliance portal which charges Aptree a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, shall be invoiced by Aptree for the cost of this fee.

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