Common use of Fees and Payment Terms Clause in Contracts

Fees and Payment Terms. 4.1 Customer will pay (or cause a mutually agreed upon third party to pay) PMG the fees specified in Product Schedules used in connection with the Agreement. Except as otherwise specified herein or in a Product Schedule, (i) fees are based on services purchased and not actual usage, and (ii) payment obligations are noncancelable and fees paid are non-refundable. Services subscriptions added in the middle of a subscription term will be charged pro-rata for that period and the periods remaining in the subscription term. 4.2 All fees will be due and payable within the terms specified on the Product Schedules or in the Agreement. Customer is responsible for all (i) taxes concerning the Software and/ or Services, excluding taxes based on PMG income, and (ii) associated shipping costs. Overdue payments will bear interest at the lesser of twelve percent (12%) per annum or the maximum rate allowed under applicable law. 4.3 If any amount owing by Customer under this or any other agreement for Services is sixty (60) or more days overdue, PMG may, without limiting our other rights and remedies, accelerate unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend services until such amounts are paid in full. PMG will provide at least twenty (20) days’ prior notice that Customer account is overdue, in accordance with the notice provisions of the Agreement, before suspending services. 4.4 PMG will not impose interest under Section 4.2 above or exercise our rights under 4.3 (Suspension of Service and Acceleration) above if the Customer is disputing the applicable charges reasonably and in good faith cooperating diligently to resolve the dispute. 4.5 PMG’s 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”). The Customer is responsible for paying all Taxes associated with purchases hereunder. If PMG has the legal obligation to pay or collect Taxes for which the Customer is responsible under this Section 4.5, PMG will invoice the Customer and the Customer will pay that amount unless PMG is provided with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, PMG is solely responsible for taxes assessable against PMG income, property, and employees.

Fees and Payment Terms. 4.1 6.1. The fees that the Service Provider shall charge for Services shall be agreed upon by Parties from time to time and set forth in the relevant Purchase Order. Unless otherwise agreed between the Parties in writing, Fees for the Services will begin to accrue on the Billing Commencement Date. Service Provider will invoice the Customer for the Services in advance at the beginning of every Billing Cycle, as defined under Section 10 of the STA. Customer shall pay all undisputed invoices raised by the Customer on or before the Due Date. Partial months will be billed on a pro rata basis based on a thirty (30) day month and Customer will pay for the Services in accordance with this Section. 6.2.Invoices that are not disputed within thirty (or cause a mutually agreed upon third party 30) days of the invoice date are conclusively deemed to pay) PMG the fees specified in Product Schedules used in connection with the Agreement. Except be accepted as otherwise specified herein or in a Product Schedule, (i) fees are based on services purchased and not actual usage, and (ii) payment obligations are noncancelable and fees paid are non-refundable. Services subscriptions added in the middle of a subscription term will be charged pro-rata for that period and the periods remaining in the subscription termaccurate by Customer. 4.2 All fees 6.3. Any overdue amounts owed by Customer will be due and payable within the terms specified on the Product Schedules or in the Agreement. Customer is responsible for all (i) taxes concerning the Software and/ or Services, excluding taxes based on PMG income, and (ii) associated shipping costs. Overdue payments will bear accrue interest at the lesser of twelve two percent (122%) per annum month or the maximum highest rate allowed under applicable lawpermitted by Applicable Laws. 4.3 If any amount owing 0.0. Xx the instance if the actual consumption by the Customer under this or any other agreement for Agreement exceeds the mutually agreed consumption levels as per the scope of Services, the Parties agree and affirm that the Service Provider shall be entitled to raise a demand note evidencing such excess consumption, charging the Customer as per the agreed rates calculated on a pro-rata basis and the Customer undertakes to honour such undisputed demand note(s) and pay the additional fee charged therein. The Service Provider undertakes that it shall provide the necessary documents/evidences to establish such excess consumption of Services is sixty (60) or more days overdue, PMG may, without limiting our other rights and remedies, accelerate unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend services until such amounts are paid in full. PMG will provide at least twenty (20) days’ prior notice that Customer account is overdue, in accordance with the notice provisions on part of the Agreement, before suspending servicesCustomer. 4.4 PMG will not impose interest 6.5. All amounts due to the Service Provider under Section 4.2 above or exercise our rights under 4.3 (Suspension the Agreement are exclusive of Tax. Service and Acceleration) above if Provider shall invoice all taxes applicable on the Customer is disputing the applicable charges reasonably and in good faith cooperating diligently Services as per Applicable Laws to resolve the dispute. 4.5 PMG’s 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”). The Customer is responsible for paying all Taxes associated with purchases hereunder. If PMG has the legal obligation to pay or collect Taxes for which the Customer is responsible under this Section 4.5, PMG will invoice the Customer and Customer shall pay Service Provider any Tax that is due or provide Service Provider with satisfactory evidence of Customer’s exemption from the Tax in advance of invoicing. Customer will pay that amount unless PMG shall provide Service Provider with accurate and adequate documentation sufficient to permit Service Provider to determine if any Tax is provided due. 6.6. All payments to the Service Provider shall be made without any withholding or deduction for any taxes except for local withholding taxes. Customer agrees to provide the Service Provider with accurate factual information and documentation of Customer’s payment of any such local withholding taxes in a valid tax exemption certificate authorized by timely manner. Service Provider shall remit such cost to Customer in the appropriate taxing authority. For clarity, PMG is solely responsible for form of a credit on Customer’s outstanding account balance following receipt of sufficient evidence of payment of any such local withholding taxes assessable against PMG income, property, and employeesas per Applicable Laws.

Fees and Payment Terms. 4.1 5.1 Unless indicated otherwise in the Contract Particulars payment terms are 30 days from invoice date. For the avoidance of doubt: a) the Set-Up Fee will be invoiced on the Commencement Date; b) the Monthly Fee will be invoiced monthly in advance on or before the first day of each month on or following the Service Go-Live Date and the aggregate Monthly Fee shall not be less than the Minimum Fee; c) the SMS Fee for completed Works Orders and the Fire Door Fee will be invoiced monthly in arrears; d) if applicable, the Advanced Analytics Fee will be invoiced monthly in advance; e) if applicable,. the Out of Hours Fee will be invoiced as set out in the Contract Particulars; f) any Delivery Fee in respect of Internal Workforce Manager will be invoiced monthly in advance on or before the first day of each month on or following the Service Go-Live Date; g) any other Delivery Fee will be paid by the Customer will pay (or cause a mutually agreed upon third party automatically by way of the Payment Facility; and h) Plentific shall be entitled to pay) PMG invoice the fees specified in Product Schedules used in connection with Customer for an amount equal to the list price of any Goods which are supplied to replace Goods lost and/or damaged by the Customer. 5.2 The Customer may from time to time request professional consulting services from Plentific pursuant to this Agreement. Except as otherwise specified herein or Any such provision shall be subject to the agreement of the scope of the services in a Product Schedule, (i) fees are based on services purchased and not actual usage, and (ii) payment obligations are noncancelable and fees paid are non-refundable. Services subscriptions added in writing by the middle of a subscription term will be charged pro-rata for that period parties and the periods remaining in Customer shall pay the subscription term. 4.2 All fees will be due and payable within Professional Consulting Services Fee for the terms specified on the Product Schedules or in the Agreement. Customer is responsible for all (i) taxes concerning the Software and/ or Services, excluding taxes based on PMG income, and (ii) associated shipping costs. Overdue payments will bear interest at the lesser of twelve percent (12%) per annum or the maximum rate allowed under applicable law. 4.3 If any amount owing by Customer under this or any other agreement for Services is sixty (60) or more days overdue, PMG may, without limiting our other rights and remedies, accelerate unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend services until such amounts are paid in full. PMG will provide at least twenty (20) days’ prior notice that Customer account is overdue, in accordance with the notice provisions of the Agreement, before suspending services. 4.4 PMG will not impose interest under Section 4.2 above or exercise our rights under 4.3 (Suspension 5.3 All fees and charges are exclusive of Service VAT, and Acceleration) above if the Customer is disputing the applicable charges reasonably and shall in good faith cooperating diligently addition pay an amount equal to resolve the disputeany VAT chargeable on those sums on delivery of a VAT invoice. 4.5 PMG’s fees do not include any taxes5.4 The Customer agrees to provide Plentific with complete and accurate billing and contact information, leviesincluding its business name, dutiesregistered company name, or similar governmental assessments address, and contact details of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”)an authorised billing contact. The Customer shall notify Plentific promptly of any change in its billing and contact information. 5.5 Plentific shall be entitled to: a) suspend provision of each Service if any amount due under this Agreement is responsible for paying all Taxes associated with purchases hereunder. If PMG has not paid on its due date and then not within the legal obligation seven days following notification by Plentific to pay or collect Taxes for which the Customer is responsible under this Section 4.5, PMG will invoice of its intention to suspend the Customer and Service; and b) Increase each fee annually by application of the Customer will pay that amount unless PMG is provided with a valid tax exemption certificate authorized by percentage increase in the appropriate taxing authority. For clarity, PMG is solely responsible for taxes assessable against PMG income, property, and employeeslatest published retail prices index.

Fees and Payment Terms. 4.1 6.1. The fees that the Service Provider shall charge for Services shall be agreed upon by Parties from time to time and set forth in the relevant Purchase Order. Unless otherwise agreed between the Parties in writing, Fees for the Services will begin to accrue on the Billing Commencement Date. Service Provider will invoice the Customer for the Services in advance at the beginning of every Billing Cycle, as defined under Section 10 of the STA. Customer shall pay all undisputed invoices raised by the Customer on or before the Due Date. Partial months will be billed on a pro rata basis based on a thirty (30) day month and Customer will pay for the Services in accordance with this Section. 6.2. Invoices that are not disputed within thirty (or cause a mutually agreed upon third party 30) days of the invoice date are conclusively deemed to pay) PMG the fees specified in Product Schedules used in connection with the Agreement. Except be accepted as otherwise specified herein or in a Product Schedule, (i) fees are based on services purchased and not actual usage, and (ii) payment obligations are noncancelable and fees paid are non-refundable. Services subscriptions added in the middle of a subscription term will be charged pro-rata for that period and the periods remaining in the subscription termaccurate by Customer. 4.2 All fees 6.3. Any overdue amounts owed by Customer will be due and payable within the terms specified on the Product Schedules or in the Agreement. Customer is responsible for all (i) taxes concerning the Software and/ or Services, excluding taxes based on PMG income, and (ii) associated shipping costs. Overdue payments will bear accrue interest at the lesser of twelve two percent (122%) per annum month or the maximum highest rate allowed under applicable lawpermitted by Applicable Laws. 4.3 If any amount owing 6.4. In the instance if the actual consumption by the Customer under this or any other agreement for Agreement exceeds the mutually agreed consumption levels as per the scope of Services, the Parties agree and affirm that the Service Provider shall be entitled to raise a demand note evidencing such excess consumption, charging the Customer as per the agreed rates calculated on a pro-rata basis and the Customer undertakes to honour such undisputed demand note(s) and pay the additional fee charged therein. The Service Provider undertakes that it shall provide the necessary documents/evidences to establish such excess consumption of Services is sixty (60) or more days overdue, PMG may, without limiting our other rights and remedies, accelerate unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend services until such amounts are paid in full. PMG will provide at least twenty (20) days’ prior notice that Customer account is overdue, in accordance with the notice provisions on part of the Agreement, before suspending servicesCustomer. 4.4 PMG will not impose interest 6.5. All amounts due to the Service Provider under Section 4.2 above or exercise our rights under 4.3 (Suspension the Agreement are exclusive of Tax. Service and Acceleration) above if Provider shall invoice all taxes applicable on the Customer is disputing the applicable charges reasonably and in good faith cooperating diligently Services as per Applicable Laws to resolve the dispute. 4.5 PMG’s 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”). The Customer is responsible for paying all Taxes associated with purchases hereunder. If PMG has the legal obligation to pay or collect Taxes for which the Customer is responsible under this Section 4.5, PMG will invoice the Customer and Customer shall pay Service Provider any Tax that is due or provide Service Provider with satisfactory evidence of Customer’s exemption from the Tax in advance of invoicing. Customer will pay that amount unless PMG shall provide Service Provider with accurate and adequate documentation sufficient to permit Service Provider to determine if any Tax is provided due. 6.6. All payments to the Service Provider shall be made without any withholding or deduction for any taxes except for local withholding taxes. Customer agrees to provide the Service Provider with accurate factual information and documentation of Customer’s payment of any such local withholding taxes in a valid tax exemption certificate authorized by timely manner. Service Provider shall remit such cost to Customer in the appropriate taxing authority. For clarity, PMG is solely responsible for form of a credit on Customer’s outstanding account balance following receipt of sufficient evidence of payment of any such local withholding taxes assessable against PMG income, property, and employeesas per Applicable Laws.

Fees and Payment Terms. 4.1 4.1. In consideration of the provision of the Services delivered by Sify, the Customer shall pay the Service Charges as set out in either in the SOW or Purchase Order which specifies whether the charges are on a time and materials basis, a fixed price basis or a combination of both. Time is of the essence for the payment of the Service Charges. 4.2. Fees and other charges: the Customer will agree to pay (or cause a mutually agreed upon third party to pay) PMG Sify the fees specified and other charges set forth in Product Schedules used the Statement of Work and Purchase Order towards consideration for the Services rendered. 4.3. Where Services are provided on a time and materials basis: 4.4. the charges payable for the Services shall be calculated in accordance with the Sify's standard daily fee rates for each individual person and are calculated on the basis of an eight-hour day, worked between 9 am and 5 pm on Working Days and otherwise by arrangement between the parties. 4.5. Sify will ensure that every individual whom it engages in relation to the Services completes time sheets recording time spent on the Services or Deliverables; and 4.6. Sify will invoice the Customer as the case maybe for its charges for time, expenses, and materials for the month concerned, accompanied by any relevant receipts for any Equipment, materials and expenses as incurred in accordance with the clause below. 4.7. Where Services are provided for a fixed price, the total price for the Services is set out in SOW or Purchase Order. Upon completion of the Services or when an agreed instalment is due, the Sify shall invoice the Customer for the charges that are then payable, together with any Equipment, materials, and expenses, which have not been expressly included in the fixed price. 4.8. Expenses incurred by the Sify may include: the cost of hotel, subsistence, travelling and any other expenses reasonably incurred by the individuals whom the Sify engages in connection with the Agreement. Except as otherwise specified herein or in a Product ScheduleServices, (i) fees are based on services purchased and not actual usage, and (ii) payment obligations are noncancelable and fees paid are non-refundable. Services subscriptions added in the middle cost of a subscription term will be charged pro-rata for that period any materials and the periods remaining cost of services reasonably and properly provided by third parties and required by the Sify for the supply of the Services. Any expenses must be pre-approved by the Customer in writing. Such expenses, materials and third-party services must be invoiced by the subscription term. 4.2 All fees Sify at cost which the Sify will be due and payable within the terms specified on the Product Schedules or in the Agreement. Customer is responsible for all (i) taxes concerning the Software and/ or Services, excluding taxes based on PMG income, and (ii) associated shipping costs. Overdue payments will bear interest add to its invoices at the lesser of twelve percent (12%) per annum or the maximum rate allowed under applicable lawappropriate rate. 4.3 If any amount owing by Customer under this or any other agreement for Services is sixty (60) or more days overdue, PMG may, without limiting our other rights and remedies, accelerate unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend services until such amounts are paid in full. PMG will provide at least twenty (20) days’ prior notice that Customer account is overdue, in accordance with the notice provisions of the Agreement, before suspending services. 4.4 PMG will not impose interest under Section 4.2 above or exercise our rights under 4.3 (Suspension of Service and Acceleration) above if the Customer is disputing the applicable charges reasonably and in good faith cooperating diligently to resolve the dispute. 4.5 PMG’s 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”). The Customer is responsible for paying all Taxes associated with purchases hereunder. If PMG has the legal obligation to pay or collect Taxes for which the Customer is responsible under this Section 4.5, PMG will invoice the Customer and the Customer will pay that amount unless PMG is provided with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, PMG is solely responsible for taxes assessable against PMG income, property, and employees.

Fees and Payment Terms. 4.1 14.1. For the Initial Term commencing on the Term Start Date, Customer shall pay the one-off and/or re- curring fees and charges as detailed in the Subscription Order. Fees and charges for any newly introduced service, feature or module will pay (be effective when Xovis offers such new service, feature or cause a mutually agreed upon third party module to pay) PMG the Customer. All fees specified in Product Schedules used in connection with the Agreement. Except as otherwise specified herein or in a Product Schedule, (i) fees and charges are based on services purchased and not actual usage, and (ii) payment obligations are noncancelable and Xovis’ Official Price List – certain fees paid are non-refundable. Services subscriptions added in the middle Subscription Order may be deter- mined based on certain metrics (such as locations covered and the number of a subscription term Sensors included in the then-current version of the Sensor Inventory) and discounts that may apply. Fees and charges indicated in the Official Price List and Customer’s Subscription Order are, unless specified otherwise, excluding applicable VAT. 14.2. Xovis may revise the Official Price List as speci- fied in section 3.3. The Sensor Inventory, which serves as the basis for the calculation of certain fees, will be charged pro-rata for that period updated if Customer wishes to add or remove certain Sensors from being covered by the AERO Services (see sections 4.3 and the periods remaining 4.4). 14.3. Setup and implementation costs as set forth in the Subscription Order are payable in advance upon execution of Customer’s AERO Subscription and/or when ordered during the Term. The recurring fees for Custo- mer’s subscription termto the AERO Service are invoiced in advance for the entire Initial Term or any Renewal Term if no other mechanism (such as payment in arrears) or other no periodicity is specified in the Subscription Order. 4.2 All fees will be due and payable within the terms specified on the Product Schedules or in the Agreement14.4. Customer notes that if as per the relevant Sub- scription Order the use of the AERO Service is responsible granted to Customer free of charge for all a certain period of time and for trial purposes, the AERO Service shall for any such period be provided to Customer on an ‘as is’ and ‘as available’ basis with no warranties whatsoever (ii.e. none of the Service Levels, availability provisions, service or other warranty provisions as per Customer’s AERO Subscription shall apply for a period during which the AERO Service is provided free of charge) taxes concerning and Xovis liability with regard to such period shall be excluded or limited to the Software and/ or Services, excluding taxes based on PMG income, and (ii) associated shipping costs. Overdue payments will bear interest at the lesser of twelve percent (12%) per annum or the maximum rate allowed under fullest extent permissible by applicable law. 4.3 If any amount owing by Customer under this or any other agreement for Services is sixty (60) or more days overdue, PMG may, without limiting our other rights and remedies, accelerate unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend services until such amounts are paid in full. PMG will provide at least twenty (20) days’ prior notice that Customer account is overdue, in accordance with the notice provisions of the Agreement, before suspending services. 4.4 PMG will not impose interest under Section 4.2 above or exercise our rights under 4.3 (Suspension of Service and Acceleration) above if the Customer is disputing the applicable charges reasonably and in good faith cooperating diligently to resolve the dispute. 4.5 PMG’s 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”). The Customer is responsible for paying all Taxes associated with purchases hereunder. If PMG has the legal obligation to pay or collect Taxes for which the Customer is responsible under this Section 4.5, PMG will invoice the Customer and the Customer will pay that amount unless PMG is provided with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, PMG is solely responsible for taxes assessable against PMG income, property, and employees.

Fees and Payment Terms. 4.1 a. Customer will shall pay the Support Fees for Services and the Demand Services Fees for Demand Services. b. L3Harris reserves the right to increase the Support Fees as Equipment is added or if Customer requests an increased level of service, or if there is any other variation requested by Customer to this Agreement. c. Except as expressly provided in this Agreement, L3Harris may revise its Support Fees at any time by giving Customer notice not less than ninety (or cause a 90) days before the rate change, provided that the revised rates are mutually agreed upon third party in writing. If the revised rates are not mutually agreed upon by the Parties within the ninety (90) day Notice period, L3Harris may terminate this Agreement in accordance with Section III.9. (“Term and Termination”). d. Payment terms shall be net thirty (30) days from the date of invoice. Support Fees will be billed in advance and in accordance with Section II. (“Services”). e. All fees payable under this Agreement are exclusive of sales, use, value added, goods and services taxes, or any customs, import or export duties, and should any such fees arise, these shall be payable by Customer. Where appropriate, such taxes will be added to pay) PMG the fees specified in Product Schedules used in connection invoice, billed as a separate item, to the extent possible, and paid by Customer unless Customer provides L3Harris with evidence of payment or certificate of exemption. f. To the Agreementfullest extent permissible by law, Customer waives its right of set-off. Except as otherwise specified herein No payment is considered received until L3Harris has received cleared funds. g. If Customer is overdue with any payment then, without prejudice to any other right or in a Product Schedule, (remedy available to L3Harris; i) fees are based on services purchased and not actual usage, and (ii) payment obligations are noncancelable and fees paid are non-refundable. Services subscriptions added in the middle of a subscription term will Customer shall be charged pro-rata for that period and the periods remaining in the subscription term. 4.2 All fees will be due and payable within the terms specified liable to pay interest on the Product Schedules or in the Agreement. Customer is responsible for all (i) taxes concerning the Software and/ or Services, excluding taxes based on PMG income, and (ii) associated shipping costs. Overdue payments will bear interest overdue amount at the lesser rate of twelve one and one-half percent (121.5%) per annum or the maximum rate allowed under applicable law. 4.3 If any amount owing by Customer under this or any other agreement for Services is sixty (60) or more days overdue, PMG may, without limiting our other rights and remedies, accelerate unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend services complete month until such amounts are paid in full. PMG will provide at least twenty (20) days’ prior notice that Customer account is overdue, in accordance with the notice provisions L3Harris has received payment of the Agreement, before suspending services. 4.4 PMG will not impose overdue amount together with interest under Section 4.2 above or exercise our rights under 4.3 (Suspension of Service and Acceleration) above if the Customer is disputing the applicable charges reasonably and in good faith cooperating diligently to resolve the dispute. 4.5 PMG’s 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”). The Customer is responsible for paying all Taxes associated with purchases hereunder. If PMG that has the legal obligation to pay or collect Taxes for which the Customer is responsible under this Section 4.5, PMG will invoice the Customer and the Customer will pay that amount unless PMG is provided with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, PMG is solely responsible for taxes assessable against PMG income, property, and employees.accrued; and

Fees and Payment Terms. 4.1 Customer will pay (or cause a mutually agreed upon third party to pay) PMG the fees specified in Product Schedules used in connection with the Agreement. Except as otherwise specified herein or in a Product Schedule, (i) fees are based on services purchased and not actual usage, and (ii) payment obligations are noncancelable and fees paid are non-refundable. Services subscriptions added in the middle of a subscription term will be charged pro-rata for that period and the periods remaining in the subscription term. 4.2 All fees will be due and payable within the terms specified on the Product Schedules or in the Agreement. Customer is responsible for all (i) taxes concerning the Software and/ or Services, excluding taxes based on PMG income, and (ii) associated shipping costs. Overdue payments will bear interest at the lesser of twelve percent (12%) per annum or the maximum rate allowed under applicable law. 4.3 If any amount owing by Customer under this or any other agreement for Services is sixty (60) or more days overdue, PMG may, without limiting our other rights and remedies, accelerate unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend services until such amounts are paid in full. PMG will provide at least twenty (20) days’ prior notice that Customer account is overdue, in accordance with the notice provisions of the Agreement, before suspending services. 4.4 PMG will not impose interest under Section 4.2 above or exercise our rights under 4.3 (Suspension of Service and Acceleration) above if the Customer is disputing the applicable charges reasonably and in good faith cooperating diligently to resolve the dispute. 4.5 PMG’s fees do not include any taxes, levies, duties, 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”). The Customer is responsible for paying all Taxes associated with purchases hereunder. If PMG has the legal obligation to pay or collect Taxes for which the Customer is responsible under this Section 4.5, PMG will invoice the Customer and the Customer will pay that amount unless PMG is provided with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, PMG is solely responsible for taxes assessable against PMG income, property, property and employees.