Terms of Service
Fees: Invoicing
a. You agree to pay the fees beginning on the date your Order is placed and according to the payment terms set out in the Order. If no payment terms are specified, fees shall be due in full in advance, except for usage or overage fees which are invoiced monthly in arrears. If the Order sets any limit on your use of Services (such as number of visitors) and that limit is exceeded, you will be responsible for the applicable overages. You agree to pay any applicable taxes (excluding taxes on our income) which we are required to collect unless you provide us with a valid tax exemption certificate. If you elect to make any payment via wire or credit transfer, then you are responsible for any applicable transfer fees. Any applicable overages, taxes, or transfer fees will be added to the Service fees. Fees applicable to any Renewal Term will be at our then-current rates, provided that we have notified you of any applicable increase prior to the date by which you may opt out of the renewal. Fees are payable in the currency specified in the Order and are not refundable except as expressly stated herein.
b. You agree to the issue and acceptance of invoices in electronic format. We will invoice you immediately upon execution of the Order and on each renewal date thereafter. Invoices will be sent to you or your designated billing contact at the email address provided by you. Payments must be made via Visa or Mastercard credit card, unless otherwise stated in the Order. We will charge the provided credit card immediately upon order placement and on each renewal date thereafter, up to one week prior to the due date. We may remove that credit card as a payment method at the request of any individual who is able to provide reasonably satisfactory evidence that they are the named individual on such credit card.
c. It is your responsibility to maintain accurate and up-to-date billing details and ensure the fees are paid by the due date. If you fail to maintain accurate and up-to-date billing details, your account may be suspended until such details are provided. If you are overdue on any fees, we may: (i) charge a late fee on the unpaid balance at the lesser of 1.5% per month or the maximum lawful rate permitted by applicable law, (ii) suspend provision of the Services, and (iii) terminate the Agreement in accordance with Section (c) below. You will be responsible for any charges associated with our collection efforts related to unpaid fees.
Term: Termination
a. The Agreement is effective upon your acceptance and runs through the Initial Term. In order to prevent unintended Service interruptions, it will automatically renew for successive Renewal Terms each equal to the immediately preceding term unless a Party provides notification of its intent not to renew no later than 30 days prior to the expiration of the active term.
b. You may only terminate or downgrade an Order prior to the end of the active term if we materially breach the Agreement and fail to cure such breach within 30 days of your notice to us, we will provide you with a prorated refund of any unused fees paid annually in advance for Services beyond the date of termination and adjusted for any amounts which you may owe. Notwithstanding the above, in the event of your early termination for anything other than our material breach all remaining fees payable under the Agreement will immediately become due.
c. We may suspend the Services or terminate the Agreement at any time: (i) if you materially breach the Agreement and fail to cure such breach within 10 days of our notice to you; (ii) if we reasonably believe that your use of the Services endangers or negatively affects our network or systems, violates the law, or interferes with our ability to provide services to our other customers; (iii) if you abuse, harass, or threaten any of our employees; or (iv) for any other cause stated herein. If we terminate for convenience only, we will provide you with a prorated refund of any unused fees paid annually in advance for Services beyond the date of termination and adjusted for any amounts which you may owe.
d. To the extent you use Services through the Platform, once your account has been terminated, you will no longer be able to access those Services or the User Portal. We will not be able to assist you with any site migration tasks, and it is your responsibility to make an offline backup prior to termination.