Direct Orders. If Licensee orders Software directly from OT, the Software must be identified on a Transaction Document acceptable to OT.
Direct Orders. This Section 6.2 applies only to Orders directly with RSA. If Customer purchases a subscription to the Service Offering through an RSA-authorized reseller, different terms regarding invoicing, payment, and taxes may apply.
6.2.1 Unless Customer and RSA agree otherwise, (a) charges Customer incurs for using the Service Offering will be governed by the applicable price list at the time of invoicing, and (b) Customer must pay all charges no later than 30 days after the date of invoice, with interest accruing thereafter at the lesser of 1.5% per month or the highest lawful rate.
6.2.2 Service Offering fees are exclusive of Taxes. Customer must pay or reimburse RSA for all Taxes arising out of the transactions contemplated by the Agreement, except for taxes based on RSA’s net income, gross revenue, or employment obligations. RSA shall provide Customer with a valid invoice if VAT is chargeable in respect of any amount payable under the Agreement. Customer may qualify for tax exemptions from time to time in which case RSA requests that Customer timely provide it with a valid certificate of exemption or other appropriate documentary proof of exemption. If Customer is required to pay or withhold any Tax for payments due under the Agreement, where RSA is resident in a different country than Customer, Customer must gross up Customer’s payments to RSA so that RSA receives the amount it would have received if such deduction or withholding tax were not required where legally permitted. If Customer is required to pay any Taxes to a taxing authority, Customer must also provide documentation to RSA showing that Customer paid those Taxes. RSA will not be responsible to Customer for any penalties, interest or other charges arising from any act or omission by Customer with respect to tax compliance.
6.2.3 Upon notice and consent of Customer, but not more than once a year, the fees set forth in the applicable Order may be subject to an adjustment based upon increases in the most current published Consumer Price Index (“CPI”) for the previous twelve- month period. The CPI will be measured as indicated in the column for Urban Wage Earners and Clerical Workers, U.S. City average (base index year 1982-1984=100) as published by the Bureau of Labor Statistics. This increase will be in additional to any other increases. Failure for Customer to consent to the CPI increase may result in a termination by RSA.
6.2.4 To ensure either party is not disadvantaged by large fluctuations in cri...
Direct Orders. If Licensee orders Software directly from OT, the Software must be identified on a Transaction Document acceptable to OT. 6.2 Orders through an OT Reseller. Software Licenses ordered through a Reseller are governed by the license grant set out in this EULA and the License Model description set out in the License Model Schedule. The License Model will be stated in an order document between Licensee and Reseller. If Reseller does not notify Licensee of the correct License Model, then the License Model for which OT has been paid License Fees will apply. 6.3
Direct Orders. In the event that Truck Hero receives one or more Direct Orders (or similar or related documents) from the Retailer which contain(s) one or more provisions which are inconsistent with or in addition to any or all provisions of the Relationship Documents:
(a) each such order (or document) will be conclusively deemed to be governed by the Relationship Documents; (b) each such inconsistent or additional provision will be deemed stricken; and (c) none of the Direct Orders will be deemed to be governed by any provision(s) other than that or those contained in the Relationship Documents, unless and until a written supplement is duly executed by both of the Parties which adopts such provision(s).
Direct Orders. This Section 5.2 applies only to Orders directly with VMware. If you purchase an entitlement to the Service Offering through a VMware authorized reseller, different terms regarding invoicing, payment, and taxes may apply.
5.2.1 Unless you and we agree otherwise, (i) charges you incur for using the Service Offering will be governed by the applicable price list at the time of invoicing, and (ii) you must pay all charges no later than 30 days after the date of invoice.
5.2.2 Service Offering fees are exclusive of Taxes. You must pay or reimburse us for all Taxes arising out of the transactions contemplated by the Agreement. If you are required to pay or withhold any Tax for payments due under the Agreement, you must gross up your payments to us so that we receive all sums due in full and free of any deductions. If you are required to pay any Taxes to a taxing authority, you must also provide documentation to us showing that you paid those Taxes. You confirm that we can rely on the name and address you provide to us when you register for the Service Offering or in connection with your payment method as being the place of supply for sales tax and income tax purposes, or as being the place of supply for VAT purposes where you have established your business.
Direct Orders. 3.1.1 Customer my order and purchase the Subscription Services and Professional Services from Continuity by placing an Order Form or SOW. For each order, Continuity will provide Customer with a Use Authorization for Customer to sign and return to Continuity. In consideration for the Subscription Services and/or Professional Services, Customer will pay Continuity the fees set forth in the Order form or SOW (the “Fees”).
3.1.2 Continuity will invoice Customer in advance and otherwise in accordance with the relevant Order Form or SOW. Customer will pay Continuity the Fees in accordance with the payment terms set forth in the Order Form or SOW. Except as otherwise specified in an Order Form or SOW, payment obligations are non-cancelable and the Fees paid are non-refundable. All costs associated with the wire transfer of such payments shall be fully met by Customer.
3.1.3 If any invoiced amount is not received by Continuity by the due date, then without limiting Continuity’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or
(b) Continuity may condition future Subscription Services and Professional Services on payment terms shorter than those specified in this section 3.1.
3.1.4 If any charge owing by Customer under this Agreement or any other Order Form or SOW is 30 days or more overdue, Continuity may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations so that all such obligations become immediately due and payable, and suspend the Subscription Services and/or Professional Services until such amounts are paid in full, provided that, Continuity will give Customer at least 10 days’ prior notice that its account is overdue before suspending services to Customer.
3.1.5 Continuity will not exercise its rights under sections 3.1.3 and 3.1.4 if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
3.1.6 The Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Continuity has the legal obligation to pay or collect Taxes for which Customer is responsible und...
Direct Orders. 4.1.1. On an exception basis, in the event a customer within the Territory elects to place a direct order with Empirix, Reseller shall be compensated for bringing the order to Empirix in the form of a direct order fee, which shall equal up to fifteen percent (15%) of net value of the direct order for Software or Services. The actual amount of the direct order fee shall be determined in the sole discretion of Empirix, after taking into consideration various factors, including but not limited to:
4.1.1.1. whether a Customer has required any material change that increases Empirix’s risk or costs to the Empirix standard purchase terms and conditions as set out in a Terms and Conditions of License or this Agreement, and, despite good faith diligent efforts of Empirix, customer was not willing to pay increased fees for such direct order to compensate Empirix for such changes;
4.1.1.2. the stage of the order process at which time the customer determined to place a direct order; and
4.1.1.3. the nature and extent of the relative contributions of the Parties in successfully obtaining the bid from the customer and completing the direct order.
Direct Orders. If Customer has licensed the Services directly from Island, this Section 3.1 (Direct Orders) shall apply. Unless otherwise specified in the respective Order: (i) the Services are conditioned on Customer's payment in full of the applicable fees set forth in such Order; (ii) Customer will pay all amounts due hereunder in U.S. Dollars; (iii) all amounts invoiced hereunder are due and payable at such times as are set forth on the Order, or if no such date is provided, within thirty (30) days of the date of the applicable invoice; and (iv) all fees and other amounts paid hereunder are non-cancellable and non-refundable, except as otherwise provided herein. Island may suspend the provision of the Services in the event any payments come ten (10) days or more past due. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (a) the rate of one and a half percent (1.5%) per month; or (b) the highest amount permitted by applicable law. Customer shall be responsible for all costs of collection for any past due amounts, including court and attorneys’ fees. All amounts payable under each Order are exclusive of all sales, use, excise, gross-receipts, value-added, withholding, and other direct or indirect taxes, charges, levies, duties and/or governmental charges, except for taxes based upon Island’s net income, property or employees.
Direct Orders. This Section 4.2 applies only to Orders directly with VMware. If you purchase an entitlement to the Service Offering through a VMware channel partner, different terms regarding invoicing, payment, and taxes may apply.
4.2.1 Unless you and we agree otherwise in an Order, (a) charges you incur for using the Service Offering will be governed by the applicable price list at the time of invoicing, and (b) you must pay all undisputed charges no later than 30 days after the date of invoice. If you, in good faith, dispute any charges from VMware, you must provide VMware with written notice of that dispute within 30 days of the date of the applicable invoice. The notice must specify the basis of your dispute. We will negotiate with you in good faith to resolve the dispute as soon as reasonably practicable. We will not suspend or terminate your access to the Service Offering as a result of any unpaid disputed charges while you and we are negotiating in good faith to resolve that dispute.
4.2.2 Service Offering fees are exclusive of Taxes. You must pay or reimburse us for all Taxes arising out of the transactions contemplated by the Agreement. If you are required to withhold any Tax from your payment to us, you must gross up your payment so that we receive all sums due in full and free of any deductions. If you are required to pay any Taxes to a taxing authority, you must also provide documentation to us showing that you paid those Taxes. Your contact information provided for the Service Offering or your payment method will be deemed the place of supply for sales tax, income tax, and VAT purposes.
Direct Orders. If the Licensee is placing an order for Software Licenses directly with OT, the Software Licenses must be identified on an Order Document acceptable to OT. For the purposes of orders for Software Licenses placed directly with OT, the term “Order Document” means either: a) a written order schedule signed by both parties which references this EULA, b) a purchase order, or other similar documentation, which references this EULA and which is issued by the Licensee and accepted by OT, or c) any other document which references this EULA and is acceptable to OT. In the event that such an Order Document references a quotation prepared by OT, such quotation shall be deemed to be part of the Order Document. All Order Documents are governed by and incorporated by reference into this EULA. All Order Documents must describe the Software being licensed, the applicable License Model, the quantity of Software Licenses being ordered, the applicable License Fees, and the applicable first-year support and maintenance fees. Except as otherwise provided for in this EULA, any terms and conditions on the front or back of any Order Document which conflict with or are inconsistent with the terms of this EULA shall have no legal effect.
