Common use of ORDERS, PAYMENT AND TAXES Clause in Contracts

ORDERS, PAYMENT AND TAXES. 4.1 OEM will independently establish prices and terms for the Bundled Services, provided such terms include those required by the Agreement. 4.2 Except as otherwise agreed upon by the parties, OEM agrees that it must purchase on behalf of each End User: (i) a three year subscription term to the Cloud Service (which term shall not be longer or shorter than three years), and (ii) Platinum Support (as available). OEM shall execute a Cloud Service Schedule with SAP for each End User subscription of the Cloud Service, and submit the Cloud Service Schedule to SAP together with the CPPD Schedule executed by the End User ordering the Cloud Service in accordance with Section 12 of this Agreement. The Cloud Service Schedule shall include such information as required by SAP for Cloud Service subscriptions, including without limitation (i) the Cloud Service subscription being ordered, (ii) customer name (no abbreviations), customer address (street, city, postal code, country), group (if any) and the total number of Named Users (or such other pricing unit) for each Cloud Service, (iii) the subscription term and (iv) all information necessary to enable SAP to set up access of the Cloud Services for each End User. SAP reserves the right to reject a Cloud Service Schedule and/or the CPPD Schedule in its sole and reasonable discretion, including due to such schedules in form or content is not in compliance with the terms of this Agreement. 4.4 OEM shall pay to SAP the fees for the Cloud Service due under this Agreement, including the applicable Order Form and Cloud Service Schedule, within thirty (30) days of the date of invoice. OEM can offset claims only if they are uncontested or awarded by final and binding court or arbitration court order. Except as expressly set forth in this Agreement, all payments made hereunder are non-refundable, and all amounts due hereunder are non-cancelable. 4.5 Subject to the increase in fees during the Renewal Term (as defined below) set forth below, the fees set forth in a Cloud Service Schedule will be fixed for the then-current committed subscription term. The term of the Cloud Service Schedule executed by OEM shall continue in effect as described in the Cloud Service Schedule. Following the subscription term of the applicable Cloud Service Schedule, the subscription shall automatically renew for additional one-year terms (each, as applicable, a “Renewal Term”). Fees for automatic Renewal Terms will be invoiced as set forth in the Cloud Service Schedule, except that SAP may apply an increase to such fees to account for changes in consumer prices generally or increases in fees of third party technology or service used in the applicable SAP Cloud Service over the preceding term of the applicable Cloud Service Schedule. Any pricing changes, which will be fixed for the entirety of such automatic Renewal Terms, will be reflected on the initial invoice for the Renewal Term. SAP or OEM may give the other party written notice (email acceptable) of non-renewal as follows: at least thirty (30) days prior to the end of the relevant subscription term for OEM’s notice, and at least 90 days prior to the end of the relevant subscription term for SAP’s notice. 4.6 OEM may add additional Named Users or other fee-based metrics for any End User during the term of the Cloud Service Schedule by executing an addendum or additional schedule to such Cloud Service Schedule with SAP, as applicable. The term of each addendum or schedule shall be co-terminus with the then-current term of the Cloud Service Schedule for such End User irrespective of the effective date of such addendum and all fees shall be prorated accordingly. Upon renewal of the Cloud Service Schedule, the term for all Named Users or other fee-based metric added to the Cloud Service Schedule prior to renewal shall be the same as specified in the Cloud Service Schedule, unless the parties agree to extend the term in the addendum. Termination of the initial Cloud Service Schedule shall also encompass termination of Cloud Service Schedule for additional Named Users. A Cloud Service Schedule for additional Named Users shall be deemed an amendment to the initial Cloud Service Schedule. 4.7 OEM shall ensure that each End User is contractually obligated to monitor each End User’s use of the Cloud Service. OEM shall require End User to report to OEM any actual use in excess of the number of Named Users or the amount of any fee-based metric. OEM shall forward such information to SAP without undue delay. Based on such information, SAP will calculate the amount of fees payable under the respective Cloud Service Schedule. OEM agrees to execute an addendum and pay all requisite fees in accordance with the terms of this Agreement from the date the excess use began. For the avoidance of doubt, OEM shall not be entitled to claim any reduction of the fees payable under each Cloud Service Schedule or Order Form. 4.8 Except as expressly set forth in this Agreement, the Order Form or Cloud Service Schedule, all purchases of subscriptions hereunder are non-cancelable after submission of the Cloud Service Schedule to SAP and all fees are non-refundable. Unless otherwise specified herein, OEM may not reduce the Named Users or other fee-based metrics during the term of the Cloud Service Schedule regardless of any termination, nonpayment, nonuse or other conduct or inaction on the part of the corresponding End User. This shall also apply in case SAP suspends access to the Cloud Service for a particular End User for breach of the Minimum Terms. OEM shall have no right to withhold or reduce fees under this Agreement or set off any amount against fees owed for alleged defects in the Cloud Service. 4.9 All fees not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed under applicable law, and may result in suspension of OEM and its End Users’ ability to access the Cloud Service until payment is made.

ORDERS, PAYMENT AND TAXES. 4.1 OEM will independently establish prices and terms for the Bundled Services, provided such terms include those required by the Agreement. 4.2 Except as otherwise agreed upon by the parties, OEM agrees that it must purchase on behalf of each End User: (i) a three year . d4.2 The subscription term to for a Cloud Service comes into effect as of the Cloud Service Schedule effective date, unless otherwise set forth in the Cloud Service Schedule, and runs until the last day of the subscription term for the relevant Cloud Service that Partner originally committed itself to as set out in the Cloud Service Schedule (which “Initial Term”). After the Initial Term, the subscription term shall not be for the relevant Cloud Service is automatically extended for subsequent periods of equal length but in no event longer or shorter than three yearsone year, unless otherwise set forth in a Cloud Service Schedule (each a “Renewal Term”), and (ii) Platinum Support (except as available)terminated in accordance with this Agreement. OEM shall execute a Cloud Service Schedule with SAP for each subscription by OEM of a Cloud Service, whether the Cloud Service is used for production or non-production use. For the Cloud Application Service, a Cloud Service Schedule must be executed separately for each End User subscription User’s utilization of the Cloud Application Service. For the Cloud Platform Service, and submit the Cloud Service Schedule to SAP together with the CPPD Schedule executed by the End User ordering may be executed, and the Cloud Service in Platform Services utilized to run the Custom Platform Applications, for one or more End Users. In accordance with Section 12 of this Agreement, OEM shall promptly submit to SAP a CPPD Schedule executed by each End User ordering the Bundled Service. The Cloud Service Schedule shall include such information as required by SAP for Cloud Service subscriptions, including without limitation (i) the Cloud Service subscription Services being ordered, (ii) the term of the subscription for the Cloud Services, (iii) the quantity of the applicable usage metric for each Cloud Service, and (iv) with respect to the Cloud Application Service ordered by OEM on behalf of an End User, the customer name (no abbreviations), customer address (street, city, postal code, country), group (if any) and the total number of Named Authorized Users (or such other pricing unit) for each Cloud Service, (iii) the subscription term and (iv) all information necessary to enable SAP to set up access of the Cloud Services for each End User. SAP reserves the right to reject a Cloud Service Schedule and/or the CPPD Schedule in its sole and reasonable discretion, including due to such schedules if OEM is in violation of this Agreement, the prospective End User is a competitor of SAP, SAP reasonably believes that SAP´s intellectual property rights may not be respected by the End User, or the Cloud Service Schedule, or the CPPD, in form or content is not in compliance with the terms of this Agreement. 4.4 OEM shall pay to SAP the fees for the Cloud Service due under this Agreement, including the applicable Order Form and Cloud Service Schedule, within thirty (30) days of the date of invoice. OEM can offset claims only if they are uncontested or awarded by final and binding court or arbitration court order. Except as expressly set forth in this Agreement, all payments made hereunder are non-refundable, and all amounts due hereunder are non-cancelable. 4.5 Subject to the increase in fees during the Renewal Term (as defined below) set forth below, the fees set forth in a Cloud Service Schedule will be fixed for the then-current committed subscription term. The term of the Cloud Service Schedule executed by OEM shall continue in effect as described in the Cloud Service Schedule. Following the subscription term of the applicable Cloud Service Schedule, the subscription shall automatically renew for additional one-year terms (each, as applicable, a “Renewal Term”). Fees for automatic Renewal Terms will be invoiced as set forth in the Cloud Service Schedule, except that SAP may apply an increase to such fees to account for changes in consumer prices generally or increases in fees of third party technology or service used in the applicable SAP Cloud Service over the preceding term of the applicable Cloud Service Schedule. Any pricing changes, which will be fixed for the entirety of such automatic Renewal Terms, will be reflected on the initial invoice for the Renewal Term. SAP or OEM may give the other party written notice (email acceptable) of non-renewal as follows: at least thirty (30) days prior to the end of the relevant subscription term for OEM’s notice, and at least 90 days prior to the end of the relevant subscription term for SAP’s notice. 4.6 OEM may add additional Named Users or other fee-based metrics for any End User during the term of the Cloud Service Schedule by executing an addendum or additional schedule to such Cloud Service Schedule with SAP, as applicable. The term of each addendum or schedule shall be co-terminus with the then-current term of the Cloud Service Schedule for such End User irrespective of the effective date of such addendum and all fees shall be prorated accordingly. Upon renewal of the Cloud Service Schedule, the term for all Named Users or other fee-based metric added to the Cloud Service Schedule prior to renewal shall be the same as specified in the Cloud Service Schedule, unless the parties agree to extend the term in the addendum. Termination of the initial Cloud Service Schedule shall also encompass termination of Cloud Service Schedule for additional Named Users. A Cloud Service Schedule for additional Named Users shall be deemed an amendment to the initial Cloud Service Schedule. 4.7 OEM shall ensure that each End User is contractually obligated to monitor each End User’s use of the Cloud Service. OEM shall require End User to report to OEM any actual use in excess of the number of Named Users or the amount of any fee-based metric. OEM shall forward such information to SAP without undue delay. Based on such information, SAP will calculate the amount of fees payable under the respective Cloud Service Schedule. OEM agrees to execute an addendum and pay all requisite fees in accordance with the terms of this Agreement from the date the excess use began. For the avoidance of doubt, OEM shall not be entitled to claim any reduction of the fees payable under each Cloud Service Schedule or Order Form. 4.8 Except as expressly set forth in this Agreement, the Order Form or Cloud Service Schedule, all purchases of subscriptions hereunder are non-cancelable after submission of the Cloud Service Schedule to SAP and all fees are non-refundable. Unless otherwise specified herein, OEM may not reduce the Named Users or other fee-based metrics during the term of the Cloud Service Schedule regardless of any termination, nonpayment, nonuse or other conduct or inaction on the part of the corresponding End User. This shall also apply in case SAP suspends access to the Cloud Service for a particular End User for breach of the Minimum Terms. OEM shall have no right to withhold or reduce fees under this Agreement or set off any amount against fees owed for alleged defects in the Cloud Service. 4.9 All fees not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed under applicable law, and may result in suspension of OEM and its End Users’ ability to access the Cloud Service until payment is made.

ORDERS, PAYMENT AND TAXES. 4.1 OEM will independently establish prices and terms for the Bundled Services, provided such terms include those required by the Agreement. 4.2 Except as otherwise agreed upon by the partiesparties in an Order Form or Cloud Service Schedule, (a) for Cloud Application Services, OEM agrees that it must purchase on behalf of each End User: (i) no less than and no more than a three year subscription term to the for each Cloud Application Service (which term shall not be longer or shorter than three years)used in a production environment, and (iib) Platinum Support (for Cloud Platform Services, OEM must purchase no less than a one year and not more than a three year subscription term for each Cloud Platform Service used in a production environment, except for additional purchases under a Cloud Service Schedule as available)set forth in Section 4.5 of this Agreement. OEM shall execute a Cloud Service Schedule with SAP for each subscription by OEM of a Cloud Service, whether the Cloud Service is used for production or non-production use. For the Cloud Application Service, a Cloud Service Schedule must be executed separately for each End User subscription User’s utilization of the Cloud Application Service. For the Cloud Platform Service, and submit the Cloud Service Schedule to SAP together with the CPPD Schedule executed by the End User ordering may be executed, and the Cloud Service in Platform Services utilized to run the Custom Platform Applications, for one or more End Users. In accordance with Section 12 of this Agreement, OEM shall promptly submit to SAP a CPPD Schedule executed by each End User ordering the Bundled Service. The Cloud Service Schedule shall include such information as required by SAP for Cloud Service subscriptions, including without limitation (i) the Cloud Service subscription Services being ordered, (ii) the term of the subscription for the Cloud Services, (iii) the quantity of the applicable usage metric for each Cloud Service, and (iv) with respect to the Cloud Application Service ordered by OEM on behalf of an End User, the customer name (no abbreviations), customer address (street, city, postal code, country), group (if any) and the total number of Named Authorized Users (or such other pricing unit) for each Cloud Service, (iii) the subscription term and (iv) all information necessary to enable SAP to set up access of the Cloud Services for each End User. SAP reserves the right to reject a Cloud Service Schedule and/or the CPPD Schedule in its sole and reasonable discretion, including due to such schedules if OEM is in violation of this Agreement, the prospective End User is a competitor of SAP, SAP reasonably believes that SAP´s intellectual property rights may not be respected by the End User, or the Cloud Service Schedule, or the CPPD, in form or content is not in compliance with the terms of this Agreement. 4.4 4.3 Except as otherwise agreed by the parties in an Order Form or Cloud Service Schedule, OEM shall pay to SAP the fees for the Cloud Service due under this Agreement, including the applicable Order Form and Cloud Service Schedule, within thirty (30) days of the date of invoice. OEM can offset claims only if they are uncontested or awarded by final and binding court or arbitration court order. Except as expressly set forth in this Agreement, all payments made hereunder are non-refundable, and all amounts due hereunder are non-cancelable. 4.5 4.4 Subject to the increase in fees during the Renewal Term (as defined below) set forth below, the fees set forth in a Cloud Service Schedule will be fixed for the then-current committed initial subscription term. The term , including fees for orders of the Cloud Service Schedule executed by OEM shall continue in effect as described in the Cloud Service Scheduleadditional Authorized Users of other applicable usage metrics pursuant to Section 4.5 of this Agreement. Following the subscription term of the applicable Cloud Service Schedule, the subscription shall automatically renew for additional one-year terms (each, as applicable, a “Renewal Term”). Fees for automatic Renewal Terms will be invoiced as annually in advance prior to the start of each subscription year, unless otherwise set forth in the Cloud Service Schedule. The fee applicable for a Renewal Term corresponds to the fees for the preceding Initial or Renewal Term, except that unless SAP increases the fees as follows: (a) SAP may apply an increase at its discretion adjust the recurring fees with effect from the start of a renewal term by giving two (2) months’ written notice of the fee adjustment to such OEM: (b) The change applied to the fees must not be greater than the change in the index under section (c) below (“Discretionary Applicable Change”). For the first fee adjustment under the contract, the Discretionary Applicable Change is the change from the published index as it stood when the contract was concluded to account for the index as it had most recently been published when the fee adjustment notice was given. If the fee has already been adjusted in the past, the Discretionary Applicable Change is the change from the index that had been most recently published when the previous fee adjustment notice was given to the index that had most recently been published when the new fee adjustment notice is given. (c) The index used to determine the Discretionary Applicable Change is the index of mean gross monthly salaries of full- time employees in Germany in the information technology services sector (currently published in the quarterly figures by the German Federal Statistics Office at “Fachserie 16, Reihe 2.4, Gruppe J 62”). If that index is discontinued, the applicable index will be the index published by the Federal Statistical Office that most closely reflects changes in consumer prices generally or increases average gross monthly earnings in fees that sector. (d) If OEM does not object to the fee change at least thirty (30) days prior to the expiration date of third party technology or service used the preceding contractual term and thus reject a renewal at this increased fee, the changed fee shall be deemed to have been agreed if the Cloud Service is renewed automatically for the renewal period. SAP must draw attention to this in the applicable SAP Cloud Service over the preceding term of the applicable Cloud Service Schedulefee adjustment notice. Any pricing changes, which changes will be fixed for the entirety of such automatic Renewal Terms, Terms and will be reflected on the initial invoice for the Renewal Term. SAP or OEM may give the other party written notice (email acceptable) of non-renewal as follows: For OEM’s notice, at least thirty (30) days prior to the end of the relevant then-current subscription term for OEM’s noticeterm, and for SAP’s notice at least 90 days prior to the end of the relevant then-current subscription term for SAP’s noticeterm. 4.6 4.5 OEM may add additional Named Authorized Users or other fee-based applicable usage metrics for any End User the same Cloud Services during the term of the Cloud Service Schedule by executing an addendum or additional schedule to such Cloud Service Schedule with SAPSchedule, as applicablewhich shall then become an integral part of the amended Cloud Service Schedule. The term of each addendum or schedule shall be co-terminus with the then-current term of the Cloud Service Schedule for such End User irrespective of the effective date of such addendum addendum, and all fees shall be prorated accordingly. Upon renewal of the Cloud Service Schedule, the term for all Named Users or other fee-based metric added to the Cloud Service Schedule prior to renewal shall be the same as specified in the Cloud Service Schedule, unless the parties agree to extend the term in the addendum. Termination of the initial Cloud Service Schedule shall also encompass termination of Cloud Service Schedule the addenda or additional schedule for additional Named Users. A Cloud Service Schedule for additional Named Authorized Users shall be deemed an amendment to the associated with such initial Cloud Service Schedule. 4.7 4.6 OEM shall ensure that each End User is contractually obligated to monitor each End User’s use of the Cloud Service. OEM shall require End User to report to OEM any actual use in excess of the number of Named Authorized Users or the amount of any fee-based metric. OEM shall forward such information to SAP without undue delay. Based on such information, SAP will calculate the amount of fees payable under the respective Cloud Service Schedule. OEM agrees to execute an addendum and pay all requisite fees in accordance with the terms of this Agreement from the date the excess use began. For the avoidance of doubt, OEM shall not be entitled to claim any reduction of the fees payable under each Cloud Service Schedule or Order Form. 4.8 4.7 Except as expressly set forth in this Agreement, the Order Form or Cloud Service Schedule, all purchases of subscriptions hereunder are non-cancelable after submission of the Cloud Service Schedule to SAP and all fees are non-refundable. Unless otherwise specified herein, OEM may not reduce the Named Authorized Users or other fee-based metrics during the term of the Cloud Service Schedule regardless of any termination, nonpayment, nonuse or other conduct or inaction on the part of the corresponding End User. This shall also apply in case SAP suspends access to the Cloud Service for a particular End User for breach of the Minimum Terms. OEM shall have no right to withhold or reduce fees under this Agreement or set off any amount against fees owed for alleged defects in the Cloud Service. 4.9 4.8 All fees not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed foreseen under applicable law, and may result in suspension of OEM and its End Users’ ability to access the Cloud Service until payment is made.

ORDERS, PAYMENT AND TAXES. 4.1 OEM will independently establish prices and terms for the Bundled Services, provided such terms include those required by the Agreement. 4.2 Except as otherwise agreed upon by the partiesparties in an Order Form or Cloud Service Schedule, (a) for Cloud Application Services, OEM agrees that it must purchase on behalf of each End User: (i) no less than and no more than a three year subscription term to the for each Cloud Application Service (which term shall not be longer or shorter than three years)used in a production environment, and (iib) Platinum Support (for Cloud Platform Services, OEM must purchase no less than a one year and not more than a three year subscription term for each Cloud Platform Service used in a production environment, except for additional purchases under a Cloud Service Schedule as available)set forth in Section 4.5 of this Agreement. OEM shall execute a Cloud Service Schedule with SAP for each subscription by OEM of a Cloud Service, whether the Cloud Service is used for production or non-production use. For the Cloud Application Service, a Cloud Service Schedule must be executed separately for each End User subscription User’s utilization of the Cloud Application Service. For the Cloud Platform Service, and submit the Cloud Service Schedule to SAP together with the CPPD Schedule executed by the End User ordering may be executed, and the Cloud Service in Platform Services utilized to run the Custom Platform Applications, for one or more End Users. In accordance with Section 12 of this Agreement, OEM shall promptly submit to SAP a CPPD Schedule executed by each End User ordering the Bundled Service. The Cloud Service Schedule shall include such information as required by SAP for Cloud Service subscriptions, including without limitation (i) the Cloud Service subscription Services being ordered, (ii) the term of the subscription for the Cloud Services, (iii) the quantity of the applicable usage metric for each Cloud Service, and (iv) with respect to the Cloud Application Service ordered by OEM on behalf of an End User, the customer name (no abbreviations), customer address (street, city, postal code, country), group (if any) and the total number of Named Authorized Users (or such other pricing unit) for each Cloud Service, (iii) the subscription term and (iv) all information necessary to enable SAP to set up access of the Cloud Services for each End User. SAP reserves the right to reject a Cloud Service Schedule and/or the CPPD Schedule in its sole and reasonable discretion, including due to such schedules if OEM is in violation of this Agreement, the prospective End User is a competitor of SAP, SAP reasonably believes that SAP´s intellectual property rights may not be respected by the End User, or the Cloud Service Schedule, or the CPPD, in form or content is not in compliance with the terms of this Agreement. 4.4 4.3 Except as otherwise agreed by the parties in an Order Form or Cloud Service Schedule, OEM shall pay to SAP the fees for the Cloud Service due under this Agreement, including the applicable Order Form and Cloud Service Schedule, within thirty (30) days of the date of invoice. OEM can offset claims only if they are uncontested or awarded by final and binding court or arbitration court order. Except as expressly set forth in this Agreement, all payments made hereunder are non-refundable, and all amounts due hereunder are non-cancelable. 4.5 4.4 Subject to the increase in fees during the Renewal Term (as defined below) set forth below, the fees set forth in a Cloud Service Schedule will be fixed for the then-current committed initial subscription term. The term , including fees for orders of the Cloud Service Schedule executed by OEM shall continue in effect as described in the Cloud Service Scheduleadditional Authorized Users of other applicable usage metrics pursuant to Section 4.5 of this Agreement. Following the subscription term of the applicable Cloud Service Schedule, the subscription shall automatically renew for additional one-year terms (each, as applicable, a “Renewal Term”). Fees for automatic Renewal Terms will be invoiced as annually in advance prior to the start of each subscription year, unless otherwise set forth in the Cloud Service Schedule. The fee applicable for a Renewal Term corresponds to the fees for the preceding Initial or Renewal Term, except that unless SAP increases the fees as follows: (a) SAP may apply an increase at its discretion adjust the recurring fees with effect from the start of a renewal term by giving two (2) months’ written notice of the fee adjustment to such OEM: (b) The change applied to the fees must not be greater than the change in the index under section (c) below (“Discretionary Applicable Change”). For the first fee adjustment under the contract, the Discretionary Applicable Change is the change from the published index as it stood when the contract was concluded to account for the index as it had most recently been published when the fee adjustment notice was given. If the fee has already been adjusted in the past, the Discretionary Applicable Change is the change from the index that had been most recently published when the previous fee adjustment notice was given to the index that had most recently been published when the new fee adjustment notice is given. (c) The index used to determine the Discretionary Applicable Change is the index of mean gross monthly salaries of full-time employees in Germany in the information technology services sector (currently published in the quarterly figures by the German Federal Statistics Office at “Fachserie 16, Reihe 2.4, Gruppe J 62”). If that index is discontinued, the applicable index will be the index published by the Federal Statistical Office that most closely reflects changes in consumer prices generally or increases average gross monthly earnings in fees that sector. (d) If OEM does not object to the fee change at least thirty (30) days prior to the expiration date of third party technology or service used the preceding contractual term and thus reject a renewal at this increased fee, the changed fee shall be deemed to have been agreed if the Cloud Service is renewed automatically for the renewal period. SAP must draw attention to this in the applicable SAP Cloud Service over the preceding term of the applicable Cloud Service Schedulefee adjustment notice. Any pricing changes, which changes will be fixed for the entirety of such automatic Renewal Terms, Terms and will be reflected on the initial invoice for the Renewal Term. SAP or OEM may give the other party written notice (email acceptable) of non-renewal as follows: For OEM’s notice, at least thirty (30) days prior to the end of the relevant then-current subscription term for OEM’s noticeterm, and for SAP’s notice at least 90 days prior to the end of the relevant then-current subscription term for SAP’s noticeterm. 4.6 4.5 OEM may add additional Named Authorized Users or other fee-based applicable usage metrics for any End User the same Cloud Services during the term of the Cloud Service Schedule by executing an addendum or additional schedule to such Cloud Service Schedule with SAPSchedule, as applicablewhich shall then become an integral part of the amended Cloud Service Schedule. The term of each addendum or schedule shall be co-terminus with the then-current term of the Cloud Service Schedule for such End User irrespective of the effective date of such addendum addendum, and all fees shall be prorated accordingly. Upon renewal of the Cloud Service Schedule, the term for all Named Users or other fee-based metric added to the Cloud Service Schedule prior to renewal shall be the same as specified in the Cloud Service Schedule, unless the parties agree to extend the term in the addendum. Termination of the initial Cloud Service Schedule shall also encompass termination of Cloud Service Schedule the addenda or additional schedule for additional Named Users. A Cloud Service Schedule for additional Named Authorized Users shall be deemed an amendment to the associated with such initial Cloud Service Schedule. 4.7 4.6 OEM shall ensure that each End User is contractually obligated to monitor each End User’s use of the Cloud Service. OEM shall require End User to report to OEM any actual use in excess of the number of Named Authorized Users or the amount of any fee-based metric. OEM shall forward such information to SAP without undue delay. Based on such information, SAP will calculate the amount of fees payable under the respective Cloud Service Schedule. OEM agrees to execute an addendum and pay all requisite fees in accordance with the terms of this Agreement from the date the excess use began. For the avoidance of doubt, OEM shall not be entitled to claim any reduction of the fees payable under each Cloud Service Schedule or Order Form. 4.8 4.7 Except as expressly set forth in this Agreement, the Order Form or Cloud Service Schedule, all purchases of subscriptions hereunder are non-cancelable after submission of the Cloud Service Schedule to SAP and all fees are non-refundable. Unless otherwise specified herein, OEM may not reduce the Named Authorized Users or other fee-based metrics during the term of the Cloud Service Schedule regardless of any termination, nonpayment, nonuse or other conduct or inaction on the part of the corresponding End User. This shall also apply in case SAP suspends access to the Cloud Service for a particular End User for breach of the Minimum Terms. OEM shall have no right to withhold or reduce fees under this Agreement or set off any amount against fees owed for alleged defects in the Cloud Service. 4.9 4.8 All fees not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed foreseen under applicable law, and may result in suspension of OEM and its End Users’ ability to access the Cloud Service until payment is made.