Common use of Fees and Payments Clause in Contracts

Fees and Payments. Unless the parties have agreed to an alternative payment method as stated in the applicable Order, Customer shall establish with NCR Voyix and Customer’s bank an ACH payment procedure that authorizes NCR Voyix to be paid by such bank automatically via ACH transfer upon issuance by NCR Voyix of an invoice hereunder. Customers with insufficient ACH funds will be contacted by an NCR Voyix representative to submit a credit card payment and number to reside on file. All payment obligations under this Agreement are non-cancelable and non-refundable. Payments which are not received when due (whether by ACH or otherwise) shall bear interest at the lesser of the maximum amount chargeable by law or 1½% per month commencing with the date payment was due. Customer shall pay any and all taxes and duties, customs fees and similar charges in connection with the Agreement, including, without limitation, Customer’s use of Software, Equipment or Services hereunder. During the Initial Term, NCR Voyix may increase the fees and charges specified herein (including those set forth on an Order) once per year; provided, however, that each such annual increase will not exceed the percentage increase in the Consumer Price Index for All Items for all urban consumers plus 2% (but in no event will the increase be less than 2%). Following the Initial Term, NCR Voyix may increase the fees and charges specified herein (including those set forth on an Order) at any time upon at least 60 days’ notice to Customer. If fees and charges set forth in an Order are conditioned upon Customer’s obligation to purchase or maintain other Products or Services from NCR Voyix or an NCR Voyix affiliate (“Promotional Pricing”), and Customer does not or ceases to meet the criteria to receive the Promotional Pricing, then NCR Voyix may adjust pricing to NCR Voyix’s then-current market rates effective retroactively from such date the Customer ceased to meet the criteria, at NCR Voyix’s sole discretion, without notice to Customer. NCR Voyix reserves the right to withhold performance of any obligations arising under this Agreement, in the event of Customer’s non-payment when due of any undisputed amounts owed to NCR Voyix.

Appears in 30 contracts

Samples: Master Hospitality Subscription Program Agreement, Master Hospitality Subscription Program Agreement, Master Hospitality Subscription Program Agreement

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Fees and Payments. Unless the parties have agreed to an alternative payment method as stated in the applicable Order, Customer shall establish with NCR Voyix and Customer’s bank an ACH payment procedure paym that authorizes NCR Voyix to be paid by such bank automatically via ACH transfer upon issuance by NCR Voyix of an invoice hereunder. Customers with insufficient ACH funds will be contacted by an NCR Voyix representative to submit a credit card payment and number to reside on file. All payment obligations under this Agreement are non-cancelable and non-refundable. Payments which are not received when due (whether by ACH or otherwise) shall bear interest at the lesser of the maximum amount chargeable by law or 1½% per month commencing with the date payment was due. Customer shall pay any and all taxes and duties, customs fees and similar charges in connection with the Agreement, including, without limitation, Customer’s use Customer’suse of Software, Equipment or Services hereunder. During the Initial Term, NCR Voyix may increase the fees and charges specified herein (including those set forth on an Order) once per year; provided, however, that each such annual increase will not exceed the percentage increase in the Consumer Price Index for All Items for all urban consumers plus 2% (but in no event will the increase be less than 2%). Following the Initial Term, NCR Voyix may increase the fees and charges specified herein (including those set forth on an Order) at any time upon at least 60 days’ notice to Customer. If days’to nCuostotmier.cIef fees and charges set forth in an Order are conditioned upon Customer’s obligation Cust to purchase or maintain other Products or Services from NCR Voyix or an NCR Voyix affiliate affilPriomaottioenal (“Promotional Pricing”), and Customer does not or ceases to meet the criteria to receive the Promotional Pricing, then NCR Voyix may adjust pricing to NCR Voyix’s then-current market -cutrhrenet nmarket rates effective retroactively from such date the Customer ceased to meet the criteria, at NCR Voyix’s sole discretion, without notice to Customer,. NCR Voyix NCwRiVtoyhix out reserves the right to withhold performance of any obligations arising under this Agreement, in the event of Customer’s non-payment -pnayomnent when due of any undisputed amounts owed to NCR Voyix.

Appears in 12 contracts

Samples: Master Hospitality Subscription Program Agreement, Master Hospitality Subscription Program Agreement, Master Hospitality Subscription Program Agreement

Fees and Payments. Unless the parties have agreed to an alternative payment method as stated in the applicable Order, Customer shall establish with NCR Voyix and Customer’s bank an ACH payment procedure Customer¶V EDQN DQ $&+ SD\P that authorizes NCR Voyix to be paid by such bank automatically via ACH transfer upon issuance by NCR Voyix of an invoice hereunder. Customers with insufficient ACH funds will be contacted by an NCR Voyix representative to submit a credit card payment and number to reside on file. All payment obligations under this Agreement are non-cancelable and non-refundable. Payments which are not received when due (whether by ACH or otherwise) shall bear interest at the lesser of the maximum amount chargeable by law or 1½% per month commencing with the date payment was due. Customer shall pay any and all taxes and duties, customs fees and similar charges in connection with the Agreement, including, without limitation, Customer’s use Customer¶Vus e of Software, Equipment or Services hereunder. During the Initial Term, NCR Voyix may increase the fees and charges specified herein (including those set forth on an Order) once per year; provided, however, that each such annual increase will not exceed the percentage increase in the Consumer Price Index for All Items for all urban consumers plus 2% (but in no event will the increase be less than 2%). Following the Initial Term, NCR Voyix may increase the fees and charges specified herein (including those set forth on an Order) at any time upon at least 60 days’ notice GD\V¶ to Customer. If QCuRstoWmLer.FIHf fees and charges set forth in an Order are conditioned upon Customer’s obligation FRQGLWLRQHG XSRQ &XVW to purchase or maintain other Products or Services from NCR Voyix or an NCR Voyix affiliate (“Promotional Pricing”), and Customer does not or ceases to meet the criteria to receive the Promotional Pricing, then NCR Voyix may adjust pricing to NCR Voyix’s then-current market rates effective retroactively from such date the DIILOPrLomDoWtioHna l ³ Customer ceased to meet the criteria, at NCR Voyix’s sole discretion, without notice to CustomerVoyix¶V VROH GLVFUHWLRQ . NCR Voyix NCZRLVWoyKix RXW reserves the right to withhold performance of any obligations arising under this Agreement, in the event of Customer’s non-payment Customer¶V -pQayRmQent when due of any undisputed amounts owed to NCR Voyix.

Appears in 6 contracts

Samples: Master Hospitality Subscription Program Agreement, Master Hospitality Subscription Program Agreement, Master Hospitality Subscription Program Agreement

Fees and Payments. Unless the parties have agreed to an alternative payment method as stated in the applicable Order, The Customer shall establish with NCR Voyix pay to Vendor for the Services, the fees and expenses set forth in this Agreement and the Addenda, which shall be described on a Vendor’s Services Invoice. Vendor will debit Customer’s bank an ACH payment procedure that authorizes NCR Voyix to be paid by such bank automatically via ACH transfer upon issuance by NCR Voyix billing account on or any time after the first day of an invoice hereunder. Customers with insufficient ACH funds will be contacted by an NCR Voyix representative to submit a credit card payment and number to reside on file. All payment obligations under this Agreement are non-cancelable and non-refundable. Payments which are not received when due (whether by ACH or otherwise) shall bear interest at the lesser of the maximum amount chargeable by law or 1½% per each month commencing with the date payment was duethrough ACH. Customer shall pay any supply Vendor with a demand deposit account (DDA) for such billing payment. Customer, may, in good faith, reasonably dispute the validity of Vendor’s fees, provided Customer gives Vendor written notification of such dispute within ten 10 days of the date the Services Invoice is made available to Customer, and all taxes and duties, customs such notice references the specific disputed Vendor fees and similar charges in connection with the Agreementbasis for such dispute. Notwithstanding, including, without limitation, all fees shall be paid within 30 days of the date of Customer’s use of Software, Equipment or Services hereunderInvoice unless otherwise provided herein. During the Initial Term, NCR Voyix Vendor may not increase the fees and charges specified herein (including those set forth on an Order) once per yearduring the first 12 months of the Initial Term of any Addendum. Thereafter, Vendor may change, at its discretion, any fee upon notice to Customer; provided, however, that each such annual increase will not exceed the percentage any increase in prices for existing recurring Services shall not in the Consumer Price Index aggregate exceed 10% in any calendar year, excluding any price increase due to increased fees or assessments imposed by third party providers such as, but not limited to, telecommunication companies and national or regional network switch providers (“Third Party Increases”). Any increase, except Third Party increases, shall become effective not less than 30 days after the date Vendor sends to Customer, by ordinary mail, notice of such increase. Vendor may charge for any non-specified service it provides and expense it incurs at the request of or on behalf of Customer and Customer shall pay for such services and expenses as provided in this Section 4. Notwithstanding any other provisions of this Section 4, in the event that by virtue of any law, rule, or regulation now existing or hereinafter enacted, Vendor or Customer becomes obligated to change in any fashion their manner of doing business in order to comply with such law, rule or regulation and Vendor incurs any increased cost by virtue thereof. Vendor may reasonably increase its fees to Customer as necessary to offset such increased costs. Any increased fees hereunder, shall not be taken into account for purposes of any price adjustment. All Items for all urban consumers plus 2% (fees and charges paid hereunder shall be made without set-off or deduction. Any fee not paid when due shall bear interest at 1 percentage point per month but in no event will more than the increase be less than 2%). Following the Initial Term, NCR Voyix may increase the fees and charges specified herein (including those set forth on an Order) at any time upon at least 60 days’ notice to Customer. If fees and charges set forth in an Order are conditioned upon Customer’s obligation to purchase or maintain other Products or Services from NCR Voyix or an NCR Voyix affiliate (“Promotional Pricing”), and Customer does not or ceases to meet the criteria to receive the Promotional Pricing, then NCR Voyix may adjust pricing to NCR Voyix’s then-current market rates effective retroactively from such date the Customer ceased to meet the criteria, at NCR Voyix’s sole discretion, without notice to Customer. NCR Voyix reserves the right to withhold performance of any obligations arising under this Agreement, in the event of Customer’s non-payment when due of any undisputed amounts owed to NCR Voyixhighest interest rate permitted by Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Charter Corp /Nc/), Merger Agreement (First Charter Corp /Nc/)

Fees and Payments. Unless All fees and payments shall be in accordance with Section 5, Price of IFB 19-203, which is incorporated in its entirety herein by reference, and Contractor’s financial proposal, Attachment 14, Financial Response Form of IFB 19-203. The fees shall not be increased during the parties have agreed first three years of the contract term. Thereafter, the fees may be increased for each subsequent annual period of said term upon the anniversary of the contract with no less than 60 days’ written notice to an alternative payment method as stated in the applicable Order, Customer Department. Such increase shall establish with NCR Voyix and Customer’s bank an ACH payment procedure that authorizes NCR Voyix be limited to be paid by such bank automatically via ACH transfer upon issuance by NCR Voyix of an invoice hereunder. Customers with insufficient ACH funds will be contacted by an NCR Voyix representative to submit a credit card payment and number to reside on file. All payment obligations under this Agreement are non-cancelable and non-refundable. Payments which are not received when due (whether by ACH or otherwise) shall bear interest at the lesser of the maximum amount chargeable by law or 1½% per month commencing with the date payment was due. Customer shall pay any and all taxes and duties, customs fees and similar charges in connection with the Agreement, including, without limitation, Customer’s use of Software, Equipment or Services hereunder. During the Initial Term, NCR Voyix may increase the fees and charges specified herein (including those set forth on an Order) once per year; provided, however, that each such annual increase will not exceed the percentage increase in the Consumer Price Index for All Items Urban Consumers (“CPI-U”), U.S. City Average, All Items, as reported by the U.S. Department of Labor, Bureau of Labor Statistics for all urban consumers plus 2the preceding 12-month period or 3% (but in no event will over the prior year’s fees. Any increase granted shall be less than 2%)effective on the contract anniversary date and calculated using the index number published four months preceding the anniversary date of the contract. Following the Initial Term, NCR Voyix may increase the fees and charges specified herein (including those set forth on an Order) If at any time upon at least 60 days’ notice to Customer. If fees and charges set forth in an Order are conditioned upon Customer’s obligation to purchase the above index is discontinued or maintain other Products or Services from NCR Voyix or an NCR Voyix affiliate (“Promotional Pricing”)becomes unavailable, and Customer does not or ceases to meet the criteria to receive the Promotional Pricing, then NCR Voyix may adjust pricing to NCR Voyix’s then-current market rates effective retroactively from such date the Customer ceased to meet the criteria, at NCR Voyix’s sole discretion, without notice to Customer. NCR Voyix State reserves the right to withhold performance of implement a comparable index. Electronic Payment Payment for invoices submitted by the Contractor will only be rendered electronically and in accordance with ordinary State procedures and practices. Contractor shall comply with the State Comptroller’s procedures to authorize electronic payments and acknowledges that Contractor will not receive payment on any obligations arising invoices submitted under this Agreement if it does not comply with the State Comptroller’s electronic payment procedures. The Commissioner, in his/her sole discretion, may authorize payment by paper check, if specifically requested by the Contractor in advance, due to extenuating and documented circumstances necessitating payment by paper check. In order to receive payment, Contractor must complete and update, as appropriate, its Vendor Record through the online Vendor Self-Service Portal with the applicable Automated Clearing House (ACH) information (e.g., bank routing number, bank account number, account type) into which the Contractor wants payment deposited. It is the Contractor’s responsibility to access the self-service portal, follow instructions provided there, and accurately supply the required information to set up electronic payments. Contractor must input the required ACH information and not permit the payment type to default to payment by paper check. In addition to inputting the appropriate ACH information in the State Comptroller’s Vendor Record system, the Contractor must also advise DTF in writing of the ACH payment information (bank account location) into which it wants payment remitted for this Agreement. The Vendor Self-Service Portal can be found at xxxxx://xxxxxxxxx.xxx.xx.xxx/psp/fscm/SUPPLIER. Contractors requiring assistance with accessing or using the self-service portal should contact the NYS Statewide Financial System (SFS) by e-mail at xxxxxxxx@xxx.xx.xxx, or by telephone at (000) 000-0000. Properly Submitted Invoices Payment will be made only upon submission of proper invoices by the Contractor, and in accordance with Article 11-A of New York State Finance Law. All submitted invoices must contain: Contractor’s name; Contractor's SFS Vendor Number; Invoice or account number; Name of NYS Agency to which goods or services related to the invoice were provided; A valid NYS Purchase Order Number and Contract number associated with the invoice; Line item details that match the corresponding PO line item; and Any other information required as communicated in the Purchase Order or Contract. The State may, in accordance with Article IX (Contractor Compliance with IFB Requirements) hereof, retain from any invoice such monies due Contractor, as may be necessary to remedy any deficiency or error, including, but not limited to, any penalties or Reimbursements that may be assessed against the Contractor under the terms of this Agreement. All invoices will be subject to the State’s acceptance of the Services for which billing is being made. Submission: Preferred Method: Email invoices to the OGS-BSC at: xxxxxxxxxxxxxxx@xxx.xx.xxx including the invoice number and the name of the agency being billed in the subject field. (Note: Do not send a paper copy in addition to the electronic invoice.) Alternate Method: Mail invoices to OGS-BSC at the following U.S. postal address: New York State Department of Taxation and Finance c/o NYS OGS Business Services Center 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxx 0, 0xx Xxxxx Xxxxxx, XX 00000-0000 Payment in the Event of Termination or Suspension In the event of termination, the Contractor shall be entitled to compensation for Services not in dispute performed through the date of termination, in the State’s sole discretion. In the event of Customer’s suspension, the Contractor shall be entitled to compensation for non-suspended Services which are acceptable to the State, in its sole discretion. Payment Records The Contractor must maintain adequate records as prescribed by the State to substantiate all claims for payment when due of any undisputed amounts owed to NCR Voyixand must make those records available in New York State for examination and copying.

Appears in 1 contract

Samples: Base Contract

Fees and Payments. Unless (a) The Customer shall pay to Vendor for the parties have agreed to an alternative payment method as stated Services performed, the fees and expenses at the rates set forth in the applicable OrderFee Schedule to the Core Services Addenda, which shall be described on a Vendor’s Services Invoice. Such invoice shall be issued monthly for Services rendered during the prior month no later than the **** day of each calendar month. Vendor shall provide such invoices segregating charges and amounts owed by individual Affiliate entity using the acronyms for such Affiliate designations as agreed upon by Customer and Vendor. Such invoices shall establish with NCR Voyix provide customary detail and Customer’s bank an ACH payment procedure that authorizes NCR Voyix backup in a manner sufficient to be paid by such bank automatically via ACH transfer upon issuance by NCR Voyix of an invoice hereunder. Customers with insufficient ACH funds will be contacted by an NCR Voyix representative to submit a credit card payment determine the accuracy and number to reside on file. All payment obligations under this Agreement are non-cancelable and non-refundable. Payments which are not received when due (whether by ACH or otherwise) shall bear interest at the lesser validity of the maximum amount chargeable by law or 1½% per month commencing billing. Customer may request reasonable additional information with the date payment was duesuch detailed summary. Customer shall pay any and all taxes and dutiesthe amount of such invoice by having Vendor debit, customs fees and similar charges in connection with the Agreement, including, without limitationvia ACH, Customer’s use billing account upon delivery of Softwarethe invoice. Amounts due to or from each party hereunder may be netted on invoices provided an appropriate description appears on the invoices. **** **** It is the responsibility of Vendor to accurately invoice Services provided under this Agreement. Notwithstanding that Customer has paid any invoice, Equipment Customer shall have the right to dispute any amount for a period of sixty (60) days from the date of the invoice on which such amount appeared. To the extent any dispute is ultimately resolved in the Customer’s favor, Vendor shall refund to Customer the applicable disputed amount plus daily interest at the applicable federal funds rate beginning to accrue as of the date of payment by Customer. Vendor may not increase the fees during the first **** (****) **** of the Initial Term of any Addendum, excluding any price increase due to increased taxes as described in Section 15, increased fees or Services hereunderassessments imposed by third party providers such as, but not limited to, telecommunication companies and national or regional network switch providers (“Third Party Increases”). During After the first **** (****) **** of the Initial Term, NCR Voyix Vendor may increase the fees and charges specified herein (including those set forth on an Order) once per yearchange, at its discretion, any fee upon notice to Customer; provided, however, that each such annual any increase will in prices for existing recurring Services shall not exceed the lesser of **** percent (****%) per annum, or **** percent (****%) of the change, expressed as a percentage in the official Consumer Price Index (“CPI”) (CPI=the annual percentage increase in the Consumer Price Index of All Urban Consumers (CPI-U) United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics, Chain-type Price Index, as published by the U.S. Department of Commerce Bureau of Economic Analysis or any successor thereto (for All Items the most recent 12 month period for all urban consumers plus 2% (but which data is available), in no event will any calendar year, excluding any Third Party Increases. Vendor agrees that Vendor may not add any new fees or line items to the increase be less than 2%). Following the Initial Term, NCR Voyix may increase the fees and charges specified herein (including those set forth on an Order) current fee schedule at any time during the Term without the written agreement of Customer; **** in any case upon at least 60 days’ notice to Customer and, upon Customer’s request, provision to Customer of evidence of such increase that is reasonably satisfactory evidence to Customer . Any Third Party Increases are on a pass through basis ****. (b) Notwithstanding any other provisions of this Section 4, in the event that by virtue of any law, rule, or regulation now existing or hereinafter enacted, Vendor or Customer becomes obligated to change in any fashion its manner of doing business in order to comply with such law, rule or regulation and Vendor incurs any increased cost by virtue thereof, Vendor may increase its fees to Customer as necessary to offset such increased costs to the extent such costs are related to Customer. If such increased costs affect Customer and other customers of Vendor, any such increased costs shall be allocated among all affected customers of Vendor on a reasonable basis. Any increased fees and charges set forth in an Order are conditioned upon Customer’s obligation to purchase or maintain other Products or Services from NCR Voyix or an NCR Voyix affiliate (“Promotional Pricing”)hereunder, and Customer does shall not or ceases to meet the criteria to receive the Promotional Pricing, then NCR Voyix may adjust pricing to NCR Voyix’s then-current market rates effective retroactively from such date the Customer ceased to meet the criteria, at NCR Voyix’s sole discretion, without notice to Customer. NCR Voyix reserves the right to withhold performance be taken into account for purposes of any obligations arising under this Agreement, in the event of Customer’s non-payment when due of any undisputed amounts owed to NCR Voyixprice adjustment.

Appears in 1 contract

Samples: Master Services Agreement (Vantiv, Inc.)

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Fees and Payments. Unless 2.9.1 The Customer must pay the parties have agreed Services Fees to BOOKEASY in accordance with this Clause 2.9. 2.9.2 If: 2.9.2.1 the Minimum Monthly Fee is greater than the Licence Fee, the Minimum Monthly Fee is payable; 2.9.2.2 the Minimum Monthly Fee is less than the Licence Fee, the Licence Fee is payable. 2.9.3 BOOKEASY will provide the Customer with a GST inclusive, consolidated invoice indicating which Services Fees are due and including any Additional Services. All invoices must be paid within 14 days of receipt. 2.9.4 The Customer must pay for all other government taxes, duties and levies (if any) imposed on either the Customer or BOOKEASY in respect of the Services or any other service or goods supplied. 2.9.5 If the Customer selects a monthly credit card payment method:  no credit terms are given to credit card accounts. By providing credit card details the Customer authorises BOOKEASY to debit all Services Fees to the Customer’s nominated credit card at the time the invoice is issued during the term of this Licence Agreement;  the Customer consents to BOOKEASY obtaining a credit reporting agency report containing personal information about the Customer (as well as information concerning commercial creditworthiness and activities) for the purpose of assessment by BOOKEASY of an alternative payment method as stated application for credit (whether commercial or personal) or for the purposes of the collection of payments which are overdue. 2.9.6 Additional Services will be charged to the Customer at BOOKEASY’s standard hourly rate per the Agreement Schedule and will be invoiced in arrears. 2.9.7 Subject to clause 2.21.3, BOOKEASY may vary the Service Fees upon no less than 3 months written notice to the Customer by notice in writing (“Notice of Change”):  If the Customer is paying monthly, the Notice of Change can be issued after 3 months from commencement of the Services, and;  the changes will apply at the end of the notice period in the Notice of Change; and  If the Customer does not accept the change the Customer may terminate this Licence Agreement by written notice within 14 days after having received the Notice of Change. If the Customer gives notice of termination under this clause, the termination will take effect at the end of the notice period in the Notice of Change. Notwithstanding that the Customer may send BOOKEASY a notice of termination under this clause, the Customer will be taken to have accepted the change if the Services are used after the end of the notice period stipulated in the Notice of Change. 2.9.8 If the Customer defaults in making payments under this Licence Agreement when due, then in addition to BOOKEASY’s other rights, BOOKEASY may in absolute discretion:  charge the Customer interest on the outstanding amounts at the rate being 2% above the published indicator lending rate for the National Australia Bank (presently called “Business Base Rate”) applied at the rates applicable Orderfrom time to time from the date on which the payments fell due until the date of payment; and/or  suspend the provision of Services to the Customer until such time as the default is rectified and BOOKEASY’s standard re-activation charge is paid. Service Fees will continue to accrue during the period of suspension. 2.9.9 If a reasonable, Customer shall establish with NCR Voyix and Customer’s bank an ACH payment procedure that authorizes NCR Voyix to be paid by such bank automatically via ACH transfer upon issuance by NCR Voyix good faith dispute arises in respect of an invoice hereunder. Customers for Services Fees, the Customer must:  notify BOOKEASY in writing of the nature of the dispute and the amount in dispute;  pay the undisputed amount within the timeframe required by this Licence Agreement;  co-operate with insufficient ACH funds will be contacted by an NCR Voyix representative BOOKEASY on a good faith basis to submit a credit card payment and number to reside on file. All payment obligations under this Agreement are non-cancelable and non-refundable. Payments which are not received when due (whether by ACH or otherwise) shall bear interest resolve the dispute at the lesser of lowest level possible within 21 days after the maximum amount chargeable by law or 1½% per month commencing with the date payment was due. Customer shall pay any and all taxes and duties, customs fees and similar charges in connection with the Agreement, including, without limitation, Customer’s use of Software, Equipment or Services hereunder. During the Initial Term, NCR Voyix may increase the fees and charges specified herein (including those set forth on an Order) once per year; provided, however, that each such annual increase will not exceed the percentage increase in the Consumer Price Index for All Items for all urban consumers plus 2% (but in no event will the increase be less than 2%). Following the Initial Term, NCR Voyix may increase the fees and charges specified herein (including those set forth on an Order) at any time upon at least 60 days’ notice notification to Customer. If fees and charges set forth in an Order are conditioned upon Customer’s obligation to purchase or maintain other Products or Services from NCR Voyix or an NCR Voyix affiliate (“Promotional Pricing”), and Customer does not or ceases to meet the criteria to receive the Promotional Pricing, then NCR Voyix may adjust pricing to NCR Voyix’s then-current market rates effective retroactively from such date the Customer ceased to meet the criteria, at NCR Voyix’s sole discretion, without notice to Customer. NCR Voyix reserves the right to withhold performance of any obligations arising under this AgreementBOOKEASY, in the event failure of Customer’s non-payment when due of any undisputed amounts owed to NCR Voyixwhich clause 2.25 will apply.

Appears in 1 contract

Samples: Licence Agreement

Fees and Payments. Unless (a) The Customer shall pay to Vendor for the parties have agreed to an alternative payment method as stated Services performed, the fees and expenses at the rates set forth in the applicable OrderFee Schedule to the Core Services Addenda, which shall be described on a Vendor’s Services Invoice. Such invoice shall be issued monthly for Services rendered during the prior month no later than the **** day of each calendar month. Vendor shall provide such invoices segregating charges and amounts owed by individual Affiliate entity using the acronyms for such Affiliate designations as agreed upon by Customer and Vendor. Such invoices shall establish with NCR Voyix provide customary detail and Customer’s bank an ACH payment procedure that authorizes NCR Voyix backup in a manner sufficient to be paid by such bank automatically via ACH transfer upon issuance by NCR Voyix of an invoice hereunder. Customers with insufficient ACH funds will be contacted by an NCR Voyix representative to submit a credit card payment determine the accuracy and number to reside on file. All payment obligations under this Agreement are non-cancelable and non-refundable. Payments which are not received when due (whether by ACH or otherwise) shall bear interest at the lesser validity of the maximum amount chargeable by law or 1½% per month commencing billing. Customer may request reasonable additional information with the date payment was duesuch detailed summary. Customer shall pay any and all taxes and dutiesthe amount of such invoice by having Vendor debit, customs fees and similar charges in connection with the Agreement, including, without limitationvia ACH, Customer’s use billing account upon delivery of Softwarethe invoice. Amounts due to or from each party hereunder may be netted on invoices provided an appropriate description appears on the invoices. Customer shall supply Vendor with a demand deposit account (DDA) for such payment and shall ensure that there are sufficient funds in such DDA to satisfy all open invoices which have been delivered to the Customer. Third party fees specified in an Addendum may be passed on to Customer, Equipment together with, if Vendor so elects, **** with respect to similar third party fees. It is the responsibility of Vendor to accurately invoice Services provided under this Agreement. Notwithstanding that Customer has paid any invoice, Customer shall have the right to dispute any amount for a period of sixty (60) days from the date of the invoice on which such amount appeared. To the extent any dispute is ultimately resolved in the Customer’s favor, Vendor shall refund to Customer the applicable disputed amount plus daily interest at the applicable federal funds rate beginning to accrue as of the date of payment by Customer. Vendor may not increase the fees during the first **** (****) **** of the Initial Term of any Addendum, excluding any price increase due to increased taxes as described in Section 15, increased fees or Services hereunderassessments imposed by third party providers such as, but not limited to, telecommunication companies and national or regional network switch providers (“Third Party Increases”). During After the first **** (****) **** of the Initial Term, NCR Voyix Vendor may increase the fees and charges specified herein (including those set forth on an Order) once per yearchange, at its discretion, any fee upon notice to Customer; provided, however, that each such annual any increase will in prices for existing recurring Services shall not exceed the lesser of **** percent (****%) per annum, or **** percent (****%) of the change, expressed as a percentage in the official Consumer Price Index (“CPI”) (CPI=the annual percentage increase in the Consumer Price Index of All Urban Consumers (CPI-U) United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics, Chain-type Price Index, as published by the U.S. Department of Commerce Bureau of Economic Analysis or any successor thereto (for All Items the most recent 12 month period for which data is available), in any calendar year, excluding any Third Party Increases. Vendor agrees that Vendor may not add any new fees or line items to the current fee schedule at any time during the Term without the written agreement of Customer; provided that Vendor may add new third party fees required to be passed through to Customer and where applicable, assess such fees retroactively, in any case upon notice to Customer and, upon Customer’s request, provision to Customer of evidence of such increase that is reasonably satisfactory evidence to Customer . Any Third Party Increases are on a pass through basis together with, if Vendor so elects, **** with respect to similar Third Party Increases. (b) Notwithstanding any other provisions of this Section 4, in the event that by virtue of any law, rule, or regulation now existing or hereinafter enacted, Vendor or Customer becomes obligated to change in any fashion its manner of doing business in order to comply with such law, rule or regulation and Vendor incurs any increased cost by virtue thereof, Vendor may increase its fees to Customer as necessary to offset such increased costs to the extent such costs are related to Customer. If such increased costs affect Customer and other customers of Vendor, any such increased costs shall be allocated among all urban consumers plus 2% affected customers of Vendor on a reasonable basis. Any increased fees hereunder, shall not be taken into account for purposes of any price adjustment. (c) Any fee that is not paid when due shall bear interest at **** per month but in no event will more than the increase be less than 2%)highest interest rate permitted by law. Following For the Initial Termavoidance of doubt, NCR Voyix may increase the fees and charges specified herein this clause (including those set forth on an Orderc) at any time upon at least 60 days’ notice shall in no way limit Vendor’s ability to Customer. If fees and charges set forth in an Order are conditioned upon Customer’s obligation to purchase or maintain exercise its other Products or Services from NCR Voyix or an NCR Voyix affiliate (“Promotional Pricing”), and Customer does not or ceases to meet the criteria to receive the Promotional Pricing, then NCR Voyix may adjust pricing to NCR Voyix’s then-current market rates effective retroactively from such date remedies hereunder following a failure by the Customer ceased to meet the criteria, at NCR Voyix’s sole discretion, without notice to Customer. NCR Voyix reserves the right to withhold performance of any obligations arising under comply with this Agreement, in the event of Customer’s non-payment when due of any undisputed amounts owed to NCR VoyixSection 4.

Appears in 1 contract

Samples: Master Services Agreement (Vantiv, Inc.)

Fees and Payments. Unless the parties have agreed to an alternative payment method as stated in the applicable Order, The Customer shall establish with NCR Voyix pay to MPS for the Services, the fees and Customer’s bank an ACH payment procedure that authorizes NCR Voyix to expenses set forth in this Agreement and the Addenda. All fees shall be paid by such bank automatically via ACH transfer upon issuance by NCR Voyix within 30 days of an Customer's receipt of MPS's invoice hereunderunless otherwise provided herein. Customers Alternatively, MPS may, at its option, debit Customer's billing account on or any time after the first day of each month through ACH. MPS will then provide Customer with insufficient ACH funds will be contacted by an NCR Voyix representative to submit a credit card payment statement of services rendered and number to reside on file. All payment obligations under this Agreement are non-cancelable and non-refundable. Payments which are not received when due (whether by ACH or otherwise) shall bear interest at the lesser of the maximum amount chargeable by law or 1½% per month commencing with the date payment was duecharges therefore. Customer shall pay any and all taxes and duties, customs fees and similar charges in connection supply MPS with the Agreement, including, without limitation, Customer’s use of Software, Equipment or Services hereundera billing account number for this purpose. During the Initial Term, NCR Voyix MPS may not increase the fees and charges specified herein (including those set forth on an Order) once per yearduring the first twelve months of the Initial Term of any Addendum. Thereafter, MPS may change, at its discretion, any fee upon notice to Customer; provided, however, that each such annual increase will not exceed the percentage any increase in prices for existing recurring Services shall not in the Consumer Price Index aggregate exceed 10% in any calendar year, excluding any price increase due to increased fees or assessments imposed by third party providers such as, but not limited to, telecommunication companies and national or regional network switch providers. Any increase shall become effective not less than 30 days after the date MPS sends to Customer, by ordinary mail, notice of such increase. MPS may charge for any non-specified service it provides and expense it incurs at the request of or on behalf of Customer and Customer shall pay for such services and expenses as provided in this Section 4. Notwithstanding any other provisions of this paragraph, in the event that by virtue of any law, rule, or regulation now existing or hereinafter enacted, MPS or Customer becomes obligated to change in any fashion their manner of doing business in order to comply with such law, rule or regulation and MPS incurs any increased cost by virtue thereof, MPS may reasonably incrase its fees to Customer set forth in the attached Addenda as necessary to offset such increased costs. Any increased fees hereunder if any, shall not be taken into account for purposes of any price adjustment. All Items for all urban consumers plus 2fees and charges paid hereunder shall be made without set-off or deduction. Customer shall pay a late charge of 10% (of the delinquent amount when such amount is paid more than 5 business days after it is due. Any fee not paid when due shall bear interest at 1 percentage point per month but in no event will more than the increase be less than 2%). Following the Initial Term, NCR Voyix may increase the fees and charges specified herein (including those set forth on an Order) at any time upon at least 60 days’ notice to Customer. If fees and charges set forth in an Order are conditioned upon Customer’s obligation to purchase or maintain other Products or Services from NCR Voyix or an NCR Voyix affiliate (“Promotional Pricing”), and Customer does not or ceases to meet the criteria to receive the Promotional Pricing, then NCR Voyix may adjust pricing to NCR Voyix’s then-current market rates effective retroactively from such date the Customer ceased to meet the criteria, at NCR Voyix’s sole discretion, without notice to Customer. NCR Voyix reserves the right to withhold performance of any obligations arising under this Agreement, in the event of Customer’s non-payment when due of any undisputed amounts owed to NCR Voyixhighest interest rate permitted by law.

Appears in 1 contract

Samples: Data Processing Agreement (Heritage Oaks Bancorp)

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