Fees and Payment Terms. The Lead Institution will pay to Elsevier the fees set forth in Schedule 1 (the “Fees”) within one hundred and fifty (150) days of date of invoice. Notwithstanding the aforementioned, the Fees due for each year of the Term shall not be payable by Lead Institution before of the then current year. Late payments will be subject to interest charges of per month on the unpaid balance. The Fees will be exclusive of any sales, use, value added, withholding or similar tax and the Subscriber will be liable for any such taxes in addition to the Fees. Any sum to be paid by the Lead Institution to Elsevier under this Agreement will be paid by way of transfer to Elsevier's bank account All the prices (the fees) under this Agreement are set forth as final, unchangeable and the maximum allowable and cover and include all activities relating to the performance under the Agreement. Elsevier may not charge any additional costs or expenses to the Subscriber. For the avoidance of doubt, any addition of new institutions to this Agreement will be subject to additional fees under this Agreement, which will be mutually agreed in an amendment to this Agreement. The invoice shall contain all the requisites set forth by the applicable legislation, especially Act No. 235/2004 Coll., VAT Act, as amended (“VAT Act”). The invoice shall be delivered to the Lead Institution either originally or electronically to the e-mail address . The invoice shall include a reference to the Subscribed Products pursuant to this Agreement.. The Lead Institution will be charged local value added tax (VAT), based on the Lead Institution’s place of establishment, unless the Lead Institution is a foreign relevant business person and provides to Elsevier its VAT Identification Number. The Subscriber will promptly notify Elsevier of any changes to its VAT Identification Number or VAT status. Elsevier may charge the Lead Institutions any VAT, fines, penalties, interest and other costs that Elsevier may incur as a result of incorrect VAT information. Each party shall bear its own costs in connection with this Agreement. The bank fees for the bank transfer are shared between the parties. The Lead Institution may cover the invoice partially if an Institution did not provide its financial contribution in time. In the event of such incomplete payment, the Lead Institution will notify Elsevier in writing of the intended difference no less than ten (10) days prior to the due date and will specify the Institution that failed to provide its financial contribution in time. In such case the Lead Institution is not in delay with the payment and Elsevier may suspend access to the Subscribed Products to this Institution in delay with providing its financial contribution without incurring liability from this suspension. The suspension of access to this Institution is can last until the fee is completely paid in full.
Appears in 3 contracts
Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement
Fees and Payment Terms. The Lead Institution Subscriber will pay to Elsevier the fees set forth in Schedule 1 (the “Fees”) within one hundred and fifty thirty (15030) days of date of invoice. Notwithstanding the aforementioned, the Fees due for each year of the Term shall not be payable by Lead Institution before of the then current year. Late payments will be subject to interest charges of 1% per month on the unpaid balance. In addition to other remedies provided in this Agreement, Elsevier reserves the right to suspend access to the Subscribed Products upon thirty (30) days’ prior written notice and without incurring liability if 1) the full amount of any Elsevier invoice hereunder has not been paid within the agreed payment deadline or 2) any invoice is outstanding under previous subscription agreements between parties for the Subscribed Products. The suspension of the Subscriber’s access for non-payment or on any other grounds provided herein is without prejudice to the Subscriber’s obligation to pay its outstanding and future invoice amounts in full. Elsevier and the Subscriber acknowledge that the Fees payable under this Agreement are not in the nature of royalties and consequently no withholding tax should be applied to the Fees. The Fees will be exclusive of any sales, use, value added, withholding or similar tax and the Subscriber will be liable for any such taxes in addition to the Fees. Any sum to be paid by the Lead Institution to Elsevier under this Agreement will be paid by way of transfer to Elsevier's bank account All the prices (the fees) under this Agreement are set forth as final, unchangeable and the maximum allowable and cover and include all activities relating to the performance under the Agreement. Elsevier may not charge any additional costs or expenses to the Subscriber. For the avoidance of doubt, any addition of new institutions to this Agreement will be subject to additional fees under this Agreement, which will be mutually agreed in an amendment to this Agreement. The invoice shall contain all the requisites set forth by the applicable legislation, especially Act No. 235/2004 Coll., VAT Act, as amended (“VAT Act”). The invoice shall be delivered to the Lead Institution either originally or electronically to the e-mail address . The invoice shall include a reference to the Subscribed Products pursuant to this Agreement.. The Lead Institution Subscriber will be charged local value added tax (VAT), based on the Lead InstitutionSubscriber’s place of establishment, unless the Lead Institution Subscriber is a foreign relevant business person and provides to Elsevier its VAT Identification Number. The Subscriber will promptly notify Elsevier of any changes to its VAT Identification Number or VAT status. Elsevier may charge the Lead Institutions Subscriber any VAT, fines, penalties, interest and other costs that Elsevier may incur as a result of incorrect VAT information. Each party shall bear its own costs in connection with this Agreement. The bank fees for the bank transfer are shared between the parties. The Lead Institution may cover the invoice partially if an Institution did not provide its financial contribution in time. In the event of such incomplete payment, the Lead Institution will notify Elsevier in writing of the intended difference no less than ten (10) days prior to the due date and will specify the Institution that failed to provide its financial contribution in time. In such case the Lead Institution is not in delay with the payment and Elsevier may suspend access to the Subscribed Products to this Institution in delay with providing its financial contribution without incurring liability from this suspension. The suspension of access to this Institution is can last until the fee is completely paid in full.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement
Fees and Payment Terms. The Lead Institution will pay to Elsevier the fees set forth in Schedule 1 (the “Fees”) within one hundred and fifty (150) days of date of invoice. Notwithstanding the aforementioned, the Fees due for each year of the Term shall not be payable by Lead Institution before of the then current year. Late payments will be subject to interest charges of per month on the unpaid balance. The Fees will be exclusive of any sales, use, value added, withholding or similar tax and the Subscriber Lead Institution will be liable for any such taxes in addition to the Fees. Any sum to be paid by the Lead Institution to Elsevier under this Agreement will be paid by way of transfer to Elsevier's bank account All the prices (the fees) under this Agreement are set forth as final, unchangeable and the maximum allowable and cover and include all activities relating to the performance under the Agreement. Elsevier may not charge any additional costs or expenses to the Subscriber. For the avoidance of doubt, any addition of new institutions to this Agreement will be subject to additional fees under this Agreement, which will be mutually agreed in an amendment to this Agreement. The invoice shall contain all the requisites set forth by the applicable legislation, especially Act No. 235/2004 Coll., VAT Act, as amended (“VAT Act”). The invoice shall be delivered to the Lead Institution either originally or electronically to the e-mail address . The invoice shall include a reference to the Subscribed Products pursuant to this Agreement.. . The Lead Institution will be charged local value added tax (VAT), based on the Lead Institution’s place of establishment, unless the Lead Institution is a foreign relevant business person and provides to Elsevier its VAT Identification Number. The Subscriber will promptly notify Elsevier of any changes to its VAT Identification Number or VAT status. Elsevier may charge the Lead Institutions any VAT, fines, penalties, interest and other costs that Elsevier may incur as a result of incorrect VAT information. Each party shall bear its own costs in connection with this Agreement. The bank fees for the bank transfer are shared between the parties. The Lead Institution may cover the invoice partially if an Institution did not provide its financial contribution in time. In the event of such incomplete payment, the Lead Institution will notify Elsevier in writing of the intended difference no less than ten (10) days prior to the due date and will specify the Institution that failed to provide its financial contribution in time. In such case the Lead Institution is not in delay with the payment and Elsevier may suspend access to the Subscribed Products to this Institution in delay with providing its financial contribution without incurring liability from this suspension. The suspension of access to this Institution is can last until the fee is completely paid in full.
Appears in 1 contract
Samples: Subscription Agreement
Fees and Payment Terms. The Lead Institution will pay to Elsevier the fees set forth in Schedule 1 (the “Fees”) within one hundred and fifty (150) days of date of invoice. Notwithstanding the aforementioned, the Fees due for each year of the Term shall not be payable by Lead Institution before of the then current year. Late payments will be subject to interest charges of per month on the unpaid balance. The Fees will be exclusive of any sales, use, value added, withholding or similar tax and the Subscriber Lead Institution will be liable for any such taxes in addition to the Fees. Any sum to be paid by the Lead Institution to Elsevier under this Agreement will be paid by way of transfer to Elsevier's bank account All the prices (the fees) under this Agreement are set forth as final, unchangeable and the maximum allowable and cover and include all activities relating to the performance under the Agreement. Elsevier may not charge any additional costs or expenses to the Subscriber. For the avoidance of doubt, any addition of new institutions to this Agreement will be subject to additional fees under this Agreement, which will be mutually agreed in an amendment to this Agreement. The invoice shall contain all the requisites set forth by the applicable legislation, especially Act No. 235/2004 Coll., VAT Act, as amended (“VAT Act”). The invoice shall be delivered to the Lead Institution either originally or electronically to the e-mail address . The invoice shall include a reference to the Subscribed Products pursuant to this Agreement.. The Lead Institution will be charged local value added tax (VAT), based on the Lead Institution’s place of establishment, unless the Lead Institution is a foreign relevant business person and provides to Elsevier its VAT Identification Number. The Subscriber will promptly notify Elsevier of any changes to its VAT Identification Number or VAT status. Elsevier may charge the Lead Institutions any VAT, fines, penalties, interest and other costs that Elsevier may incur as a result of incorrect VAT information. Each party shall bear its own costs in connection with this Agreement. The bank fees for the bank transfer are shared between the parties. The Lead Institution may cover the invoice partially if an Institution did not provide its financial contribution in time. In the event of such incomplete payment, the Lead Institution will notify Elsevier in writing of the intended difference no less than ten (10) days prior to the due date and will specify the Institution that failed to provide its financial contribution in time. In such case the Lead Institution is not in delay with the payment and Elsevier may suspend access to the Subscribed Products to this Institution in delay with providing its financial contribution without incurring liability from this suspension. The suspension of access to this Institution is can last until the fee is completely paid in full.
Appears in 1 contract
Samples: Subscription Agreement
Fees and Payment Terms. The Lead Institution will 5.1. Subscriber shall pay to Elsevier Perspectium the recurring subscription services fees set forth in Schedule 1 (the “Subscription Fees”) and any other Configuration Services fees (jointly “Fees”) within one hundred in U.S dollars for the Services listed and, in the amounts set forth, on the Order Form. Subscription Fees are payable annually in advance and fifty all invoices shall be payable in full, without deduction or offset, thirty (15030) days of from the date of the applicable invoice. Notwithstanding the aforementionedAll prices are final, the and all Fees due for are non-refundable during each year annual period of the Term shall except (i) as may be applicable pursuant to Section 9(c); or (ii) as otherwise provided by law.
5.2. Fees do not be payable by Lead Institution before of the then current year. Late payments will be subject to interest charges of per month on the unpaid balance. The Fees will be exclusive of include any sales, use, gross receipts, value added, withholding or similar tax and the Subscriber will be liable for other taxes, customs, duties, fees, or other charges assessed or imposed by any such taxes in addition to the Fees. Any sum to be paid by the Lead Institution to Elsevier under this Agreement will be paid by way of transfer to Elsevier's bank account All the prices (the fees) under this Agreement are set forth as final, unchangeable and the maximum allowable and cover and include all activities relating to the performance under the Agreement. Elsevier may not charge any additional costs or expenses to the Subscriber. For the avoidance of doubt, any addition of new institutions to this Agreement will be subject to additional fees under this Agreement, which will be mutually agreed in an amendment to this Agreement. The invoice shall contain all the requisites set forth by the applicable legislation, especially Act No. 235/2004 Coll., VAT Act, as amended governmental authority (“VAT ActTaxes”). The Subscriber is solely responsible for any Taxes applicable to Subscribers purchase of the Services, other than taxes measured by Perspectium net income. Unless Subscriber provides a timely and valid tax exemption certificate to Perspectium, Subscriber will pay Taxes included on an invoice shall be delivered issued by Perspectium for any Services. Subscriber will pay Fees without reduction for Taxes, unless Subscriber is required by law to withhold any Taxes from its payment to Perspectium, in which case, Subscriber must provide Perspectium with an official tax receipt or other appropriate documentation to support such withholding. Notwithstanding the Lead Institution either originally or electronically foregoing sentence, if, under applicable tax laws and regulations, the Services are subject to the e-mail address . The invoice shall include a reference to the Subscribed Products pursuant to this Agreement.. The Lead Institution will be charged local value added tax (“VAT)”) and Subscriber is required to withhold local VAT from amounts payable to Perspectium, based on the Lead Institution’s place amount payable by Subscriber for the Services will be increased (i.e., grossed up) by the amount of establishment, unless the Lead Institution is applicable VAT and the grossed up amount will be regarded as a foreign relevant business person and provides VAT inclusive price such that the net amount payable to Elsevier its VAT Identification NumberPerspectium equals the amount as would otherwise be payable to Perspectium. The Subscriber will promptly notify Elsevier of defend, indemnify, and hold harmless Perspectium from and against any changes claim related to its VAT Identification Number Subscriber’s tax obligations or VAT status. Elsevier may charge the Lead Institutions Subscriber’s failure to collect or remit any VAT, fines, penalties, interest and other costs that Elsevier may incur as a result of incorrect VAT information. Each party shall bear its own costs in connection with this Agreement. The bank fees for the bank transfer are shared between the parties. The Lead Institution may cover the invoice partially if an Institution did not provide its financial contribution in time. In the event of such incomplete payment, the Lead Institution will notify Elsevier in writing of the intended difference no less than ten (10) days prior to the due date and will specify the Institution that failed to provide its financial contribution in time. In such case the Lead Institution is not in delay with the payment and Elsevier may suspend access to the Subscribed Products to this Institution in delay with providing its financial contribution without incurring liability from this suspension. The suspension of access to this Institution is can last until the fee is completely paid in fullapplicable taxes.
Appears in 1 contract
Fees and Payment Terms. The Lead Institution Unless otherwise provided, invoices will pay to Elsevier be issued upon commencement or renewal of the fees set forth Subscription Term and additional periodic invoices may be issued for exceeding the usage limits. Amounts are due and payable in Schedule 1 full, without setoff or deduction, within thirty (the “Fees”) within one hundred and fifty (15030) days following the invoice date and are payable in U.S. dollars unless otherwise agreed. If Client reasonably disputes any invoiced amount, Client will notify thatDot of date of invoicesuch dispute in writing. Notwithstanding the aforementioned, the Fees due Client is responsible for each year of the Term shall not be payable by Lead Institution before of the then current year. Late payments will be subject providing complete and accurate billing and contact information to interest charges of per month on the unpaid balance. The Fees will be exclusive of any sales, use, value added, withholding or similar tax thatDot and the Subscriber will be liable for any such taxes in addition to the Fees. Any sum to be paid by the Lead Institution to Elsevier under this Agreement will be paid by way of transfer to Elsevier's bank account All the prices (the fees) under this Agreement are set forth as final, unchangeable and the maximum allowable and cover and include all activities relating to the performance under the Agreement. Elsevier may not charge any additional costs or expenses to the Subscriber. For the avoidance of doubt, any addition of new institutions to this Agreement will be subject to additional fees under this Agreement, which will be mutually agreed in an amendment to this Agreement. The invoice shall contain all the requisites set forth by the applicable legislation, especially Act No. 235/2004 Coll., VAT Act, as amended (“VAT Act”). The invoice shall be delivered to the Lead Institution either originally or electronically to the e-mail address . The invoice shall include a reference to the Subscribed Products pursuant to this Agreement.. The Lead Institution will be charged local value added tax (VAT), based on the Lead Institution’s place of establishment, unless the Lead Institution is a foreign relevant business person and provides to Elsevier its VAT Identification Number. The Subscriber will promptly notify Elsevier notifying thatDot of any changes to such information.
7.1 Except as otherwise specified in this Agreement, payment obligations are non- cancelable and fees paid are non-refundable. Fees outlined in an Order Form may not be modified during the initial term. thatDot reserves the right to modify its VAT Identification Number fees and charges for any subsequent renewal Subscription Term upon at least thirty (30) days’ notice and any such fee adjustments will take effect upon the commencement of the subsequent Subscription Term.
7.2 If the Services are offered with a free trial or VAT statusevaluation, Client will only be able to continue using the Services after the expiration of the free trial or evaluation period by paying in advance for additional usage. Elsevier may charge the Lead Institutions If you fail to pay for additional usage Client account will be frozen and inaccessible until payment is made.
7.3 thatDot’s fees are exclusive of all taxes, levies, or duties, and Client will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on thatDot’s income. Client will make all payments of fees to thatDot free and clear of, and without reduction for, any VAT, fineswithholding, penaltiesor similar taxes; any such taxes imposed on payments of fees to thatDot will be Client’s sole responsibility, interest and Client will provide thatDot with official receipts issued by the appropriate taxing authority, or such other costs evidence as thatDot may reasonably request, to establish that Elsevier may incur as a result of incorrect VAT informationsuch taxes have been paid. Each party shall bear Client agrees to indemnify, defend, and hold thatDot, its own costs in connection with this Agreement. The bank fees for the bank transfer are shared between the parties. The Lead Institution may cover the invoice partially if an Institution did not provide its financial contribution in time. In the event of officers, directors, consultants, employees, successors and assigns harmless from all claims and liability arising from Client’s failure to report or pay any such incomplete paymenttaxes, the Lead Institution will notify Elsevier in writing of the intended difference no less than ten (10) days prior to the due date and will specify the Institution that failed to provide its financial contribution in time. In such case the Lead Institution is not in delay with the payment and Elsevier duties or assessments.
7.4 thatDot may suspend or terminate this Agreement and Client’s access to the Subscribed Products Services if Client is more than 60 days past due on any invoice. Unpaid amounts are subject to this Institution in delay with providing its financial contribution without incurring liability from this interest at the lesser of one and one-half percent (1.5%) per month or the maximum permitted by law plus all expenses of collection. Client will continue to be charged for Services during any period of suspension. The suspension of access to this Institution is can last until the fee is completely paid in full.
Appears in 1 contract
Samples: Master Subscription Agreement
Fees and Payment Terms. The Lead Institution Institutions will pay to Elsevier the fees set forth in Schedule 1 (the “Fees”) within one hundred and fifty thirty (15030) days of date of invoice. Notwithstanding the aforementioned, invoice for the Fees due for each first year of the Term shall not be payable by Lead Institution before and, thereafter, no later than 15 December for the Fees due for the then following year of the then current year. Tenn. Late payments will be subject to interest charges of 1% per month on the unpaid balance. The Fees will be exclusive of any sales, use, value added, withholding or similar tax and the Subscriber will be liable for any such taxes in addition to the Fees. Any sum to be paid by the Lead Institution Subscriber to Elsevier under this Agreement will be paid by way of transfer to Elsevier's bank account All in the prices (the fees) under this Agreement are set forth as final, unchangeable Netherlands. The currency of account and the maximum allowable and cover and include all activities relating currency of payment for any sum to be paid by the performance Subscriber to Elsevier under the Agreement. Elsevier may not charge any additional costs or expenses to the Subscriber. For the avoidance of doubt, any addition of new institutions to this Agreement will be subject to additional fees under EUR (meaning the lawful currency of the European part of the Netherlands at the effective date of this Agreement), notwithstanding any changes in Euro zone membership that might occur after the effective date of this Agreement, except in the event that (a) the Netherlands cease to be a member of the Euro zone of the European Union or (b) all participating members of the Euro zone cease to do so and the Euro ceases to exist, in which event the sum will become payable in the currency that will be mutually agreed officially adopted as the legal currency in an amendment to this Agreementthe Netherlands. The invoice shall contain all the requisites set forth by the applicable legislation, especially Act No. 235/2004 Coll., VAT Act, as amended (“VAT Act”)Subscriber waives any right it may have at any time in any jurisdiction to pay any sum under this Agreement in a currency unit other than that in which it is expressed to be payable under this clause. The invoice shall be delivered to the Lead Institution either originally or electronically to the e-mail address . The invoice shall include a reference to the Subscribed Products pursuant to this Agreement.. The Lead Institution Subscriber will be charged local value added tax (VAT), based on the Lead InstitutionSubscriber’s place of establishment, unless the Lead Institution Subscriber is a foreign relevant business person and provides to Elsevier its VAT Identification Number. The Subscriber will promptly notify Elsevier of any changes to its VAT Identification Number or VAT status. Elsevier may charge the Lead Institutions Subscriber any VAT, fines, penalties, interest and other costs that Elsevier may incur as a result of incorrect VAT information. Each party The term of the Agreement is hereby extended to continue until 31 December 2019. Except as specifically amended hereby, all of the existing terms and conditions of the Agreement are hereby ratified. Capitalized terms used herein that are not otherwise defined shall bear its own costs have the meanings ascribed to them in connection the Agreement. To the extent any terms or conditions of the Agreement conflict with or are inconsistent with this Agreement. The bank fees for the bank transfer are shared between the parties. The Lead Institution may cover the invoice partially if an Institution did not provide its financial contribution in time. In the event of such incomplete paymentAmendment, the Lead Institution will notify Elsevier in writing terms of the intended difference no less than ten (10) days prior to the due date and will specify the Institution that failed to provide its financial contribution in timethis Amendment shall prevail. In such case the Lead Institution is not in delay with the payment and Elsevier may suspend access to the Subscribed Products to lIiNx Ww Ii Ti Nin Eu Ss aS Ww nHtEKRLEUOFř , tne parties hnave execcuted this Institution in delay with providing its financial contribution without incurring liability from this suspension. The suspension Amendment by their respective, duly authorized representatives as of access to this Institution is can last until the fee is completely paid in full- Á A j ukf 2017.
Appears in 1 contract
Samples: Subscription Agreement