Payment Terms and Taxes. a. Unless otherwise agreed between the Parties in writing, Service Fees for the Services will begin to accrue on the Billing Commencement Date. Equinix will invoice Customer for the Services on a monthly basis (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 3. Customer will pay in full all invoices (excluding Disputed Amounts, subject to a pending dispute) from Equinix within thirty (30) days of the invoice. Any past due amounts owed (excluding Disputed Amounts, subject to a pending dispute() by Customer will accrue interest at the lesser of one and a half percent (1.5%) per month or the highest rate permitted by applicable law. Unless otherwise stated in the Order, all invoices will be paid in U.S. Dollars. Unless otherwise agreed to by the parties in writing, Equinix will invoice in advance each month for all recurring Services (except for the first partial month, if applicable, of recurring Services). b. The Service Fees for Services ordered through SOWs will be listed on the SOWs. For Online Orders and Phone Orders, the Service Fees will be Equinix’s then-current list price for such Services, unless otherwise agreed to by the Parties in writing or in an Order Confirmation. Customer agrees to pay for each Service for the duration of the applicable Order. Notwithstanding anything in this Agreement to the contrary, upon sixty (60) days prior notice to Customer, Equinix may in its reasonable discretion change the rates and fees for any and all Services at any time(s) after twelve (12) months from the effective date of the applicable SOW for such Service, unless otherwise agreed to by the Parties in writing. For purposes of the prior sentence, in the case of each Online Order and Phone Order, the “applicable SOW” shall mean the SOW which contains the Licensed Space in which the Services ordered on such Online Order or Phone Order are installed. c. Equinix is not responsible or in any way liable for any Taxes or third-party charges related to the activities, or the ownership or operation of the equipment (including Customer’s Equipment), of any of the following: Customer’s Authorized Persons, Accompanying Persons, and Associated Entities, at any IBX Center, or attributable to, any IBX Center. Without limiting the foregoing, Customer will be responsible for paying any and all Taxes separately imposed, levied or assessed against Customer by, and preparing and filing any necessary return with, any governmental, quasi-governmental or tax authorities by the date such payments and returns are due. In no event will Customer’s Equipment be construed to be fixtures. Service Fees are exclusive of any Taxes imposed on Service Fees. Customer will be responsible for paying any Taxes imposed on Service Fees at the same time it pays the Service Fees. Customer will be responsible for timely paying in full all Taxes. d. In the event that Customer’s account is past due (excluding Disputed Amounts, subject to a pending dispute) two (2) or more times in any twelve (12) month period, Equinix may charge Customer a deposit equal to one (1) month of the recurring Service Fees that are billable at the time such deposit is charged (the “Deposit”). The Deposit shall be held by Equinix and returned or credited to Customer, without interest, upon termination of this Agreement if Customer so requests in writing at that time. In the event of breach of this Agreement by Customer, Equinix shall, without limiting its remedies otherwise available, have the right to apply the Deposit to the damages suffered by Equinix as a result of such breach. e. If Customer wishes to dispute a charge listed on an Equinix invoice to Customer (a “Disputed Amount”), Customer must submit a written dispute notice that includes reasonably sufficient supporting documentation within ninety (90) days of receipt of the initial invoice on which the Disputed Amount appears. If Customer does not submit such written dispute notice and reasonably sufficient supporting documentation to Equinix within such ninety (90) day period, then notwithstanding anything in this Agreement to the contrary, Customer waives all rights to dispute such Disputed Amount and to file a claim of any kind relating to such Disputed Amount (and Customer also waives all rights to otherwise claim that it does not owe such Disputed Amount or to seek any set-offs or reimbursements or other amounts of any kind based upon or relating to such Disputed Amount).
Appears in 2 contracts
Samples: Master Service Agreement (Box Inc), Master Service Agreement (Box Inc)
Payment Terms and Taxes. a. Unless otherwise agreed between Service Fees will accrue from the Parties in writing, Billing Commencement Date and Customer will be liable for Service Fees for the Services will begin to accrue on the Billing Commencement Date. Equinix will invoice Customer for the Services on a monthly basis (partial months will be billed on a pro rata basis based on a thirty (30) day month) and Customer will pay for the Services full term specified in accordance with this Section 3each Order. Customer will pay in full all invoices (excluding Disputed Amounts, subject to a pending dispute) from Equinix in the currency stipulated in the Order within thirty (30) [**] days of the date of invoice. Any Interest shall be charged on past due amounts owed (excluding Disputed Amounts, subject to a pending dispute() by Customer will accrue interest at the lesser [**] of one and a half percent (1.5i) [**] per cent ([**]%) per month month; or (ii) the highest rate permitted by applicable law[**]. Unless otherwise stated in the Order, all invoices will be paid in U.S. Dollars. Unless otherwise agreed to by the parties in writingmutually agreed, Equinix will invoice Invoice monthly in advance each month [**] for all recurring Services (except for the first partial month, if applicable, of recurring Services).
b. The Service Fees and in [**] for Services ordered through SOWs usage-based or non-recurring Service Fees, Service Fees will be listed on the SOWs. For Orders, except for Online Orders and Phone Orders, the Service Fees will Orders which win be subject to Equinix’s then-current list [**] price for such Services, unless otherwise agreed to by the Parties in writing or in an Order Confirmation. Customer agrees to pay for each Service for the duration of the applicable Order. Notwithstanding anything in this Agreement to the contrary, upon sixty (60) days prior notice to Customer, Equinix may in its reasonable discretion change the rates and fees for any and all Services at any time(s) after twelve (12) months from the effective date of the applicable SOW for such Service, unless otherwise agreed to by the Parties in writing. For purposes of the prior sentence, in the case of each Online Order and Phone Order, the “applicable SOW” shall mean the SOW which contains the Licensed Space in which the Services ordered on such Online Order or Phone Order are installedmutually agreed.
c. Equinix is not responsible or in any way liable for any Taxes or third-party charges related to the activities, or the ownership or operation of the equipment (including Customer’s Equipment), of any of the following: Customer’s Authorized Persons, Accompanying Persons, and Associated Entities, at any IBX Center, or attributable to, any IBX Center. Without limiting the foregoing, Customer will be responsible for paying any and all Taxes separately imposed, levied or assessed against Customer by, and preparing and filing any necessary return with, any governmental, quasi-governmental or tax authorities by the date such payments and returns are due. In no event will Customer’s Equipment be construed to be fixtures. Service Fees are exclusive of any Taxes imposed on Service Fees. Customer will be responsible for paying any Taxes imposed on Service Fees at the same time it pays the Service Fees. Customer will be responsible for timely paying in full all Taxes.
d. In the event that Customer’s account is past due (excluding Disputed Amounts, subject to a pending dispute) two (2) or more times in any twelve (12) month period, Equinix may charge Customer a deposit equal to one (1) month of the recurring Service Fees that are billable at the time such deposit is charged (the “Deposit”). The Deposit shall be held by Equinix and returned or credited to Customer, without interest, upon termination of this Agreement if Customer so requests in writing at that time. In the event of breach of this Agreement by Customer, Equinix shall, without limiting its remedies otherwise available, have the right to apply the Deposit to the damages suffered by Equinix as a result of such breach.
e. b. If Customer wishes to dispute a charge listed on an Equinix invoice to Customer (a “Disputed Amount”), Customer must submit a written dispute notice that includes reasonably sufficient with reasonable supporting documentation within ninety (90) [**] days of receipt the date of the initial invoice on which the Disputed Amount appears. If Customer does not submit such written dispute notice and reasonably sufficient supporting documentation to Equinix within such ninety (90) day period, then notwithstanding anything in this Agreement to the contrary, failing which Customer waives all [**] rights to dispute such Disputed Amount and to file any claim.
c. If Customer’s account is past due [**] times in any [**] period, Equinix may charge Customer a claim deposit of [**] of the [**] to be held [**] interest (the “Deposit”), Equinix may deduct amounts due from the Deposit and will return or credit any kind relating remainder upon termination.
d. All amounts payable by Customer to such Disputed Amount Equinix under this Agreement exclude Taxes. Customer shall be responsible for (i) Taxes related to its activities and Customer also waives all rights to otherwise claim that it does not owe such Disputed Amount the ownership and operation of Customer’s Equipment and (ii) Taxes imposed, levied or to seek assessed thereon by any set-offs or reimbursements governmental or other authorities. If Customer is required to make any deduction, withholding or payment for Taxes in any Jurisdiction on amounts of any kind based upon payable to Equinix, such amounts will be increased such that after making such deduction, Equinix receives an amount equal to what it would have received if such deduction, withholding or relating to such Disputed Amount)payment had not been made.
Appears in 1 contract
Samples: Master Service Agreement (Endurance International Group Holdings, Inc.)
Payment Terms and Taxes. a. Unless otherwise agreed between the Parties parties in writing, Service Fees for the Services will begin to accrue on the Billing Commencement Date. Equinix will invoice Customer for the Services on a monthly basis (partial months will be billed on a pro rata basis based on a thirty (30) day monthbasis) and Customer will pay for the Services in accordance with this Section 33 and the Orders. Customer will pay in full all invoices (excluding Disputed Amounts, subject to a pending dispute) from Equinix within thirty (30) days of the date of invoice. Any past due amounts owed (excluding Disputed Amounts, subject to a pending dispute() by Customer will accrue interest at the lesser of one and a half percent (1.5%) per month or the highest rate permitted by applicable law. Unless otherwise stated in the Order, all invoices will be paid in U.S. Dollars. Unless otherwise agreed to by the parties in writing, Equinix will invoice in advance each month for all recurring Services (except for the first partial month, if applicable, of recurring Services).
b. The Service Fees for Services ordered through SOWs Sales Orders will be listed on the SOWsSales Orders. For Online Orders and Phone all other Orders, the Service Fees for Services will be Equinix’s then-current list price for such Services, unless otherwise agreed to by the Parties parties in writing or in an Order Confirmation. Customer agrees to pay for each Service the Services for the duration of the applicable OrderTerm. Notwithstanding anything in this Agreement to the contrary, for each Service, excluding Power Services, upon the expiration of the initial Service Term, the rates and fees for such Service will be subject to change, at Equinix’s reasonable discretion, upon sixty (60) days days’ prior notice to Customer.
c. Notwithstanding anything to the contrary in this Agreement, including Section 3(b), at Equinix’s reasonable discretion, upon sixty (60) days’ prior notice to Customer, Equinix may in its reasonable discretion change the rates and fees for any and all the Power Services at any time(s) time after twelve (12) months from the effective date first year of the applicable SOW Service Term for such ServicePower Services, unless otherwise agreed to by the Parties except that if Customer draws more than an average of 1.75 kVA per cabinet or rack in writing. For purposes of the prior sentence, in the case of each Online Order and Phone Order, the “applicable SOW” shall mean the SOW which contains the Licensed Space in such IBX Center in which the Power Services ordered on are being provided, Equinix may also change the rates and fees for the Power Services at any time prior to the end of the first year of the Service Term for such Online Order or Phone Order are installedPower Services.
c. d. No Equinix Entity is not responsible or in any way liable for any Taxes or third-party charges related to the activities, or the ownership or operation of the equipment (including Customer’s Equipment), of any of the following: Customer, Customer’s Authorized Persons, Accompanying Persons, and Associated Entities, at any IBX Center, or attributable to, any IBX Center. Without limiting the foregoing, Customer will be responsible for paying any and all Taxes separately imposed, levied or assessed against Customer by, and preparing and filing any necessary return with, any governmental, quasi-governmental or tax authorities by the date such payments and returns are due. In no event will Customer’s Equipment be construed to be fixtures. .
e. Service Fees are exclusive of any Taxes imposed on Service Fees. Customer will be responsible for paying any Taxes imposed Imposed on Service Fees at the same time it pays the Service Fees. Customer will be responsible for timely paying in full all Taxes.
d. f. If Customer is required to make any deduction or withholding or to make any payment, on account of any Taxes in any jurisdiction, In respect of any amounts payable hereunder by Customer to the Equinix Entities, such amounts will be increased to the extent necessary to ensure that after the making of such deduction, withholding or payment, the Equinix Entities receive when due and retain (free from any liability in respect of any such deduction, withholding or payment) an amount equal to what would have been received and retained had no such deduction, withholding or payment been required or made.
g. In the event that Customer’s account is past due (excluding Disputed Amounts, subject to a pending dispute) two (2) or more times in any twelve (12) — month period, Equinix may charge Customer a deposit equal to one (1) month of the recurring Service Fees that are billable at the time such deposit is charged (the “Deposit”). The Deposit shall be held by Equinix and returned or credited to Customer, without interest, upon termination of this Agreement if Customer so requests in writing at that time. In the event of breach of this Agreement by Customer, Equinix shall, without limiting its remedies otherwise available, have the right to apply the Deposit to the damages suffered by Equinix as a result of such breach.
e. If Customer wishes to dispute a charge listed on an Equinix invoice to Customer (a “Disputed Amount”), Customer must submit a written dispute notice that includes reasonably sufficient supporting documentation within ninety (90) days of receipt of the initial invoice on which the Disputed Amount appears. If Customer does not submit such written dispute notice and reasonably sufficient supporting documentation to Equinix within such ninety (90) day period, then notwithstanding anything in this Agreement to the contrary, Customer waives all rights to dispute such Disputed Amount and to file a claim of any kind relating to such Disputed Amount (and Customer also waives all rights to otherwise claim that it does not owe such Disputed Amount or to seek any set-offs or reimbursements or other amounts of any kind based upon or relating to such Disputed Amount).
Appears in 1 contract
Payment Terms and Taxes. a. Unless otherwise agreed between (a) The total initial one time fee is $30,000 which is due and payable within seven days (7) days of execution of this contract. The monthly payments shall be paid quarterly in advance of the Parties in writing, Service Fees quarter for which services are to be provided with the Services will begin to accrue first payment (prorated) due seven days (7) days of Customer approval of Punch List and each quarterly payment thereafter shall be due on the Billing Commencement Date1st day of the beginning of calendar quarter for which services are to be provided. Equinix CDGI will invoice Customer for approximately 45 days prior to the Services on 1st of a monthly basis quarter. If the payment is not provided within sixty (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 3. Customer will pay in full all invoices (excluding Disputed Amounts, subject to a pending dispute) from Equinix within thirty (3060) days of the invoice. Any past payment due amounts owed (excluding Disputed Amountsdate, subject to a pending dispute() by Customer will accrue interest services may be disconnected at the lesser discretion of one CDGI. Payments made more than thirty (15) days after the start of the quarter shall bear a late fee of $25 and a half percent (1.5%) per month or the highest rate permitted by applicable law. Unless otherwise stated in the Order, all invoices will be paid in U.S. Dollars. Unless otherwise agreed to by the parties in writing, Equinix will invoice in advance each month for all recurring Services (except for the first partial month, if applicable, Interest of recurring Services)18% annually.
b. The Service Fees for Services ordered through SOWs will be listed on the SOWs. For Online Orders and Phone Orders, the Service Fees will be Equinix’s then-current list price for such Services, unless otherwise agreed to by the Parties in writing or in an Order Confirmation. (b) Customer agrees to pay for each Service the Services for the duration of the applicable OrderTerm. Notwithstanding anything in this Agreement to the contrary, for each Service, at any time on or after the expiration of the initial term of the applicable Order, the rates and fees for such Service will be subject to change, at CDGI’s discretion, upon sixty (60) days days’ prior notice to CustomerCustomer and in such a case, Equinix may in its reasonable discretion change Customer shall be entitled to terminate this Agreement if the rates revised terms and fees for any and all Services at any time(s) after twelve (12) months from the effective date of the applicable SOW for such Service, unless otherwise agreed to by the Parties in writing. For purposes of the prior sentence, in the case of each Online Order and Phone Order, the “applicable SOW” shall mean the SOW which contains the Licensed Space in which the Services ordered on such Online Order or Phone Order fee are installednot acceptable.
c. Equinix (c) CDGI is not responsible or in any way liable for any Taxes or third-party charges changes related to the activities, or the ownership or operation of the equipment (including Customer’s Equipment), of any of the following: Customer’s Authorized Persons, Accompanying Persons, and Associated Entities, at any IBX the CDGI Collocation Center, or attributable to, any IBX CDGI Center. Without limiting inviting the foregoing, Customer will be responsible for paying any and all Taxes separately imposed, levied or assessed against Customer by, and preparing and filing any necessary return with, any governmental, quasi-governmental or tax authorities by the date such payments and returns are due. In no event will Customer’s Equipment be construed to be fixtures. Service Fees are exclusive of any Taxes imposed on Service Fees. Customer will be responsible for paying any Taxes imposed on Service Fees at the same time it pays the Service Fees. Customer will be responsible for timely paying in full all Taxes.
d. In the event that Customer’s account is past due (excluding Disputed Amounts, subject to a pending disputed) two (2) or more times in any twelve (12) month period, Equinix may charge Customer a deposit equal to one (1) month of the recurring Service Fees that are billable at the time such deposit is charged (the “Deposit”). The Deposit shall be held by Equinix and returned or credited to Customer, without interest, upon termination of this Agreement if Customer so requests in writing at that time. In the event of breach of this Agreement by Customer, Equinix shall, without limiting its remedies otherwise available, have the right to apply the Deposit to the damages suffered by Equinix as a result of such breach.
e. If Customer wishes to dispute a any charge listed on an Equinix invoice billed to Customer by CDGI (a “Disputed Amount”), Customer must submit a written dispute notice that includes good faith claim regarding the Disputed Amount with documentation as may reasonably sufficient supporting documentation be required to support the claim within ninety (90) days of receipt of the initial invoice on which sent by CDGI regarding the Disputed Amount appearsAmount. If Customer does not submit such written dispute notice and reasonably sufficient supporting documentation to Equinix a documented claim within such ninety (90) day perioddays of receipt of the initial invoice sent by CDGI regarding such Disputed Amount, then notwithstanding anything in this Agreement to the contrary, Customer waives all rights to dispute such Disputed Amount and Customer waives all rights to file a claim thereafter of any kind relating to such Disputed Amount (and Customer also waives all rights to otherwise claim that it does not owe such Disputed Amount or to seek any set-offs or reimbursements or other amounts of any kind based upon or relating to such Disputed Amount).
Appears in 1 contract
Samples: Colocation Agreement (Secured Digital Storage CORP)
Payment Terms and Taxes. a. Unless otherwise agreed between the Parties in writing, Service Fees for the Services will begin to accrue on the Billing Commencement Date. Equinix will invoice Customer for the Services on a monthly basis (partial months will be billed on a pro rata basis based on a thirty (30) day monthbasis) and Customer will pay for the Services in accordance with this Section 33 and the Orders. Customer will pay in full all invoices (excluding Disputed Amounts, subject to amounts for which there is a pending disputeBilling Dispute) from Equinix within thirty (30) days of Customer’s receipt of the invoice. Any For purposes of this section, receipt shall be presumed to occur five (5) business days after mailing if sent via regular mail, or two (2) business days if sent via overnight courier. At Equinix’s option, any amounts more than fifteen (15) days past due amounts that are owed (excluding Disputed Amounts, amounts for which there is a Billing Dispute and subject to a pending dispute(this Section) by Customer will accrue interest at the lesser of one and a half percent (1.51%) per month or the highest rate permitted by applicable law. Unless otherwise stated in the Order, all invoices will be paid in U.S. Dollars. Unless otherwise agreed to by In the parties event that a Billing Dispute is resolved in writingEquinix’s favor, Customer shall immediately pay Equinix will invoice in advance each month for all recurring Services (except for the first partial month, if applicable, full amount that is the subject of recurring Services)the Billing Dispute.
b. The Service Fees for Services ordered through SOWs Sales Orders will be listed on the SOWsSales Orders. For Online Orders and Phone all other Orders, the Service Fees for Services will be Equinix’s then-current list price for such Services, unless otherwise agreed to by the Parties in writing or in an Order Confirmation. Customer agrees to pay for each Service the Services for the duration of the applicable OrderTerm indicated in the Order (including subsequently executed Orders) for such Service. Notwithstanding anything in this Agreement to the contrary, for each Service, excluding Power Services, in the event an Order auto renews upon expiration of the initial service term specified on such Order, the rates and fees for such Service will be subject to change, upon sixty (60) days days’ prior written notice to Customer, no more than once per year, at a rate not to exceed ten percent (10%) per year
c. Notwithstanding anything to the contrary in this Agreement, including Section 3(b), upon sixty (60) days’ prior written notice to Customer, Equinix may in its reasonable discretion change the rates and fees for any and all the Power Services at any time(s) time after twelve (12) months from the effective date first year of the applicable SOW Service Term set forth in the Sales Order for such ServicePower Services, at a rate not to exceed ten percent (10%) per year, unless otherwise agreed to by the Parties in writing. For purposes of the prior sentence, writing in the case of each Online Order and Phone a subsequent Order, the “applicable SOW” shall mean the SOW which contains the Licensed Space in which the Services ordered on such Online Order or Phone Order are installed.
c. d. Equinix is not responsible or in any way liable for any Taxes or third-party charges related to the activitiesbusiness, or the ownership or operation of the equipment (including Customer’s Equipment)equipment, of any of the following: Customer, Customer’s Authorized Persons, Accompanying Persons, and Associated Entities, at any IBX Center, or attributable to, any IBX Center. Without limiting the foregoing, Customer will be responsible for paying any and all Taxes separately imposed, levied or assessed against Customer by, and preparing and filing any necessary return with, any governmental, quasi-governmental or tax authorities by the date such payments and returns are due. In no event will Customer’s Equipment be construed to be fixtures. .
e. Service Fees are exclusive of any Taxes imposed on Service Fees. Customer will be responsible for paying any Taxes imposed on Service Fees at the same time it pays the Service FeesFees and as set forth in an itemized invoice from Equinix. Customer will be responsible for timely paying in full all Taxes.
d. f. In the event that Customer’s account is past due four (excluding Disputed Amounts, subject to a pending dispute) two (24) or more times in any twelve (12) — month period, Equinix may charge Customer a deposit equal to one (1) month of the recurring Service Fees that are billable at the time such deposit is charged (the “Deposit”). The Deposit shall be held by Equinix and returned or credited to Customer, without interest, as soon as commercially reasonable upon termination of this Agreement if Customer so requests in writing at that timeAgreement. In the event of an uncured material breach of this Agreement by Customer, Equinix shall, without limiting its remedies otherwise available, have the right to apply the Deposit to unpaid and overdue fees for Services due from Customer, excluding amounts for which there is a Billing Dispute, subject to Section 3(a).
g. Customer will be invoiced in a manner consistent with Equinix’s then-current business practices. Notwithstanding anything to the damages suffered contrary and unless otherwise agreed to in writing between the Parties, in the event Equinix fails to invoice Customer for amounts owed on Services performed by Equinix as a result more than six (6) months from the time such Service was performed, Equinix will not invoice Customer for such amount. Furthermore, Customer will not request of such breach.
e. If Equinix and Equinix will not be obligated to pay or issue credits to Customer wishes to dispute a charge listed for any type of billing adjustment for any Equinix Service set forth on an Equinix invoice to Customer more than six (a “Disputed Amount”), Customer must submit a written dispute notice that includes reasonably sufficient supporting documentation within ninety (906) days months from the date of receipt of the initial invoice on which the Disputed Amount appears. If Customer does not submit such written dispute notice and reasonably sufficient supporting documentation to Equinix within such ninety (90) day period, then notwithstanding anything in this Agreement to the contrary, Customer waives all rights to dispute such Disputed Amount and to file a claim of any kind relating to such Disputed Amount (and Customer also waives all rights to otherwise claim that it does not owe such Disputed Amount or to seek any set-offs or reimbursements or other amounts of any kind based upon or relating to such Disputed Amount)invoice.
Appears in 1 contract
Payment Terms and Taxes. a. Unless otherwise agreed between Service Fees will accrue from the Parties in writing, Billing Commencement Date and Customer will be liable for Service Fees for the Services will begin to accrue on the Billing Commencement Date. Equinix will invoice Customer for the Services on a monthly basis (partial months will be billed on a pro rata basis based on a thirty (30) day month) and Customer will pay for the Services full term specified in accordance with this Section 3each Order. Customer will pay in full all invoices (excluding Disputed Amounts, subject to a pending dispute) from Equinix in the currency stipulated in the Order within thirty (30) [**] days of the date of invoice. Any Interest shall be charged on past due amounts owed (excluding Disputed Amounts, subject to a pending dispute() by Customer will accrue interest at the lesser [**] of one and a half percent (1.5i) [**] per cent ([**]%) per month month; or (ii) the highest rate permitted by applicable law[**]. Unless otherwise stated in the Order, all invoices will be paid in U.S. Dollars. Unless otherwise agreed to by the parties in writingmutually agreed, Equinix will invoice Invoice monthly in advance each month [**] for all recurring Services (except for the first partial month, if applicable, of recurring Services).
b. The Service Fees and in [**] for Services ordered through SOWs usage-based or non-recurring Service Fees, Service Fees will be listed on the SOWs. For Orders, except for Online Orders and Phone Orders, the Service Fees will Orders which win be subject to Equinix’s then-current list [**] price for such Services, unless otherwise agreed to by the Parties in writing or in an Order Confirmation. Customer agrees to pay for each Service for the duration of the applicable Order. Notwithstanding anything in this Agreement to the contrary, upon sixty (60) days prior notice to Customer, Equinix may in its reasonable discretion change the rates and fees for any and all Services at any time(s) after twelve (12) months from the effective date of the applicable SOW for such Service, unless otherwise agreed to by the Parties in writing. For purposes of the prior sentence, in the case of each Online Order and Phone Order, the “applicable SOW” shall mean the SOW which contains the Licensed Space in which the Services ordered on such Online Order or Phone Order are installedmutually agreed.
c. Equinix is not responsible or in any way liable for any Taxes or third-party charges related to the activities, or the ownership or operation of the equipment (including Customer’s Equipment), of any of the following: Customer’s Authorized Persons, Accompanying Persons, and Associated Entities, at any IBX Center, or attributable to, any IBX Center. Without limiting the foregoing, Customer will be responsible for paying any and all Taxes separately imposed, levied or assessed against Customer by, and preparing and filing any necessary return with, any governmental, quasi-governmental or tax authorities by the date such payments and returns are due. In no event will Customer’s Equipment be construed to be fixtures. Service Fees are exclusive of any Taxes imposed on Service Fees. Customer will be responsible for paying any Taxes imposed on Service Fees at the same time it pays the Service Fees. Customer will be responsible for timely paying in full all Taxes.
d. In the event that Customer’s account is past due (excluding Disputed Amounts, subject to a pending dispute) two (2) or more times in any twelve (12) month period, Equinix may charge Customer a deposit equal to one (1) month of the recurring Service Fees that are billable at the time such deposit is charged (the “Deposit”). The Deposit shall be held by Equinix and returned or credited to Customer, without interest, upon termination of this Agreement if Customer so requests in writing at that time. In the event of breach of this Agreement by Customer, Equinix shall, without limiting its remedies otherwise available, have the right to apply the Deposit to the damages suffered by Equinix as a result of such breach.
e. b. If Customer wishes to dispute a charge listed on an Equinix invoice to Customer (a “Disputed Amount”), Customer must submit a written dispute notice that includes reasonably sufficient with reasonable supporting documentation within ninety (90) [**] days of receipt the date of the initial invoice on which the Disputed Amount appears. If Customer does not submit such written dispute notice and reasonably sufficient supporting documentation to Equinix within such ninety (90) day period, then notwithstanding anything in this Agreement to the contrary, failing which Customer waives all [**] rights to dispute such Disputed Amount and to file any claim.
c. If Customer’s account is past due [**] times in any [**] period, Equinix may charge Customer a claim deposit of [**] of the [**] to be held [**] interest (the “Deposit”), Equinix may deduct amounts due from the Deposit and will return or credit any kind relating remainder upon termination.
d. All amounts payable by Customer to such Disputed Amount Equinix under this Agreement exclude Taxes. Customer shall be responsible for (i) Taxes related to its activities and Customer also waives all rights to otherwise claim that it does not owe such Disputed Amount the ownership and operation of Customer’s Equipment and (ii) Taxes imposed, levied or to seek assessed thereon by any set-offs or reimbursements governmental or other authorities. If Customer is required to make any deduction, withholding or payment for Taxes in any Jurisdiction on amounts payable to Equinix, such amounts will be increased such that after making such deduction, Equinix receives an amount equal to what it would have received if such deduction, withholding or payment had not been made. Equinix GTC May 15, 2011 Equinix Proprietary and Confidential Page 1 of any kind based upon or relating to such Disputed Amount).13
Appears in 1 contract
Samples: Master Service Agreement
Payment Terms and Taxes. a. Unless otherwise agreed between the Parties parties in writing, Service Fees for the Services will begin to accrue on the Billing Commencement Date. If Equinix fails to deliver a Service by the applicable Billing Commencement Date, and such failure is not caused by Customer or Customer’s contractors or agents, Customer shall not be obligated to pay for such Service until Equinix delivers such Service. Equinix will invoice Customer for the Services on a monthly basis (partial months will be billed on a pro rata basis based on a thirty (30) day monthbasis) and Customer will pay for the Services in accordance with this Section 33 and the Orders. Customer will pay in full all invoices (excluding Disputed Amounts, subject to a pending dispute) from Equinix within thirty (30) days [***] of the date of invoice. Any past due amounts owed (excluding Disputed Amounts, subject to a pending dispute() by Customer will accrue interest at the lesser of one and a half percent (1.5%) [***] per month or the highest rate permitted by applicable law. Unless otherwise stated in the Order, all invoices will be paid in U.S. Dollars. Unless otherwise agreed to by In the parties event that a Billing Dispute is resolved in writingEquinix’s favor, Customer shall immediately pay Equinix the full amount that is the subject of the Billing Dispute which such amount will invoice in advance each month for all recurring Services (except for the first partial accrue interest at a rate of [***] per month, if applicable, of recurring Services).
b. The Service Fees for Services ordered through SOWs Sales Orders will be listed on the SOWsSales Orders. For Online Orders and Phone all other Orders, the Service Fees for Services will be Equinix’s then-current list the price for such Services, unless otherwise Services agreed to by the Parties parties in writing or in an Order Confirmation. Customer agrees to pay for each Service and Equinix shall provide the Services for the duration of the applicable OrderTerm. Notwithstanding anything in this Agreement to the contrary, for each Service, excluding Power Services, upon the expiration of the initial Service Term, the rates and fees for such Service will be subject to change, at a rate not to exceed [***] per year upon ninety (90) days’ prior notice to Customer.
c. Notwithstanding anything to the contrary in this Agreement, including Section 3(b), upon sixty (60) days days’ prior notice to Customer, Equinix may in its reasonable discretion change the rates and fees for any and all the Power Services at any time(s) time after twelve (12) months from the effective date first year of the applicable SOW Service Term for such ServicePower Services, unless otherwise agreed at a rate not to by the Parties in writing. For purposes of the prior sentence, in the case of each Online Order and Phone Order, the “applicable SOW” shall mean the SOW which contains the Licensed Space in which the Services ordered on such Online Order or Phone Order are installedexceed [***] per year.
c. d. No Equinix Entity is not responsible or in any way liable for any Taxes or third-party charges related to the activities, or the ownership or operation of the equipment (including Customer’s Equipment)) at any IBX Center, of or attributable to, any IBX Center by any of the following: Customer, Customer’s Authorized Persons, Accompanying Persons, and Associated Entities, at any IBX Center, or attributable to, any IBX Center. Without limiting the foregoing, Customer will be responsible for paying any and all Taxes separately imposed, levied or assessed against Customer by, and preparing and filing any necessary return with, any governmental, quasi-governmental or tax authorities by the date such payments and returns are due. In no event will Customer’s Equipment be construed to be fixtures. .
e. Service Fees are exclusive of any Taxes imposed on Service Fees. Customer will be responsible for paying any Taxes imposed on Service Fees at the same time it pays the Service Fees. Customer will be responsible for timely paying in full all Taxes.
d. f. If Customer is required to make any deduction or withholding or to make any payment, on account of any Taxes in any jurisdiction, in respect of any amounts payable hereunder by Customer to the Equinix Entities, such amounts will be increased to the extent necessary to ensure that after the making of such deduction, withholding or payment, the Equinix Entities receive when due and retain (free from any liability in respect of any such deduction, withholding or payment) an amount equal *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. to what would have been received and retained had no such deduction, withholding or payment been required or made.
g. In the event that Customer’s account is past due (excluding Disputed Amounts, subject to a pending dispute) two (2) or more times in any twelve (12) – month period, Equinix may charge Customer a deposit equal to one (1) month [***] of the recurring Service Fees that are billable at the time such deposit is charged (the “Deposit”). The Deposit shall be held by Equinix and returned or credited to Customer, without interest, upon termination of this Agreement if Customer so requests in writing at that timeAgreement. In the event of breach of this Agreement by Customer, Equinix shall, without limiting its remedies otherwise available, have the right to apply the Deposit to the damages suffered by Equinix as amounts that are past due (excluding amounts for which there is a result of such breach.
e. If Customer wishes to dispute a charge listed on an Equinix invoice to Customer (a “Disputed Amount”), Customer must submit a written dispute notice that includes reasonably sufficient supporting documentation within ninety (90) days of receipt of the initial invoice on which the Disputed Amount appears. If Customer does not submit such written dispute notice and reasonably sufficient supporting documentation to Equinix within such ninety (90) day period, then notwithstanding anything in this Agreement to the contrary, Customer waives all rights to dispute such Disputed Amount and to file a claim of any kind relating to such Disputed Amount (and Customer also waives all rights to otherwise claim that it does not owe such Disputed Amount or to seek any set-offs or reimbursements or other amounts of any kind based upon or relating to such Disputed AmountBilling Dispute).
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Payment Terms and Taxes. a. Unless otherwise agreed between the Parties in writing, Service Fees for the Services will begin (a) Pursuant to accrue on the Billing Commencement Date. Equinix will invoice Customer for the Services on a monthly basis (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 the terms of this Section 3. Customer Agreement, NeoPoint will invoice Sprint Spectrum for Products purchased upon delivery of such Products to the FOB Point, and Sprint Spectrum will pay in full all such invoices (excluding Disputed Amounts, subject to a pending dispute) from Equinix within thirty (30) days of after the invoiceinvoice date unless, Sprint Spectrum disputes either NeoPoint's entitlement to, or the amount of, any such invoiced amount in which event only the disputed amount shall be withheld. Any past due All amounts owed * Certain material (excluding Disputed Amounts, subject indicated by an asterisk) has been omitted from this document pursuant to a pending dispute() by Customer will accrue interest at request for confidential treatment. The omitted material has been filed separately with the lesser of one Securities and a half percent (1.5%) per month Exchange Commission. stated herein and/or otherwise required to be paid under or the highest rate permitted by applicable law. Unless otherwise pursuant to this Agreement are stated in the Orderin, all invoices and will be paid in U.S. in, United States Dollars. Unless otherwise agreed to by the parties in writing, Equinix will invoice in advance each month for all recurring Services (except for the first partial month, if applicable, of recurring Services).
b. The Service Fees for Services ordered through SOWs will be listed on the SOWs. For Online Orders and Phone Orders, the Service Fees will be Equinix’s then-current list price for such Services, unless otherwise agreed to by the Parties in writing or in an Order Confirmation. Customer agrees to pay for each Service for the duration of the applicable Order. Notwithstanding anything in this Agreement to the contrary, upon All undisputed sums not paid within sixty (60) days prior notice to Customer, Equinix may in its reasonable discretion change the rates and fees for any and all Services at any time(s) after twelve (12) months from the effective date receipt of the applicable SOW for such Service, unless otherwise agreed to invoice by the Parties in writing. For purposes of the prior sentence, in the case of each Online Order and Phone Order, the “applicable SOW” Sprint Spectrum shall mean the SOW which contains the Licensed Space in which the Services ordered on such Online Order or Phone Order are installed.
c. Equinix is not responsible or in any way liable for any Taxes or third-party charges related to the activities, or the ownership or operation of the equipment (including Customer’s Equipment), of any of the following: Customer’s Authorized Persons, Accompanying Persons, and Associated Entities, at any IBX Center, or attributable to, any IBX Center. Without limiting the foregoing, Customer will be responsible for paying any and all Taxes separately imposed, levied or assessed against Customer by, and preparing and filing any necessary return with, any governmental, quasi-governmental or tax authorities by the date such payments and returns are due. In no event will Customer’s Equipment be construed to be fixtures. Service Fees are exclusive of any Taxes imposed on Service Fees. Customer will be responsible for paying any Taxes imposed on Service Fees accrue interest at the same time it pays the Service Fees. Customer will be responsible for timely paying in full all Taxes.
d. In the event that Customer’s account is past due (excluding Disputed Amounts, subject to a pending dispute) two (2) or more times in any twelve (12) month period, Equinix may charge Customer a deposit equal to rate of one percent (1%) month of the recurring Service Fees that are billable at the time such deposit is charged (the “Deposit”)per month. The Deposit shall be held by Equinix and returned or credited to Customer, without interest, upon termination of this Agreement if Customer so requests in writing at that time. In the event of breach of this Agreement by Customer, Equinix shall, without limiting its remedies otherwise available, have the right to apply the Deposit to the damages suffered by Equinix as a result of such breach.
e. If Customer wishes to dispute a charge listed on an Equinix invoice to Customer (a “Disputed Amount”), Customer must submit a written dispute notice that includes reasonably sufficient supporting documentation within any undisputed sums remain unpaid ninety (90) days of after receipt of the initial invoice by Sprint Spectrum, then NeoPoint's obligation to ship Products within twenty (20) Business Days of the date of any applicable Delivery Order pursuant to subsection 6.2 shall be suspended until such time as Sprint Spectrum has paid all such accrued and undisputed amounts that are past due to NeoPoint. In the event disputed amounts are finally determined to be owed and payable, any late fee that should have otherwise applied to such amounts shall be deemed to have accrued from the date on which the Disputed Amount appears. If Customer does such fees would have accrued had such sums not submit such written dispute notice and reasonably sufficient supporting documentation been disputed.
(b) The amounts to Equinix within such ninety (90) day period, then notwithstanding anything in be paid by Sprint Spectrum under this Agreement do not include any United States' state or local sales and use taxes, however designated, which may be levied or assessed in the United States on the Products to be sold hereunder. With respect only to such United States sales or use taxes, Sprint Spectrum will either furnish NeoPoint with an appropriate exemption certificate applicable thereto or pay to NeoPoint, upon presentation of invoices therefor, such amounts as NeoPoint may by law be required to collect or pay; provided that NeoPoint will use its reasonable efforts to minimize the contrary, Customer waives all rights to dispute such Disputed Amount and to file a claim -------- ---- amount of any kind such taxes. Sprint Spectrum has no obligation to NeoPoint with respect to any other taxes, including, but not limited to, those relating to such Disputed Amount (franchise, net or gross income or revenue, license, occupation, other real or personal property, and Customer also waives all rights to otherwise claim that it does not owe such Disputed Amount or to seek fees in any set-offs or reimbursements or other amounts of any kind based upon or way relating to such Disputed Amount)importation or exportation of the Products.
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Samples: Cdma PCS Subscriber Unit Supply Agreement (Neopoint Inc)
Payment Terms and Taxes. a. Unless otherwise agreed between the Parties in writing, Service Fees for the Services will begin to accrue on the Billing Commencement Date. Equinix will invoice Customer for the Services on a monthly basis (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 3. Customer will pay in full all invoices (excluding Disputed Amounts, subject to a pending dispute) from Equinix within thirty (30) days of the date of invoice. Any past due amounts owed (excluding Disputed Amounts, subject to a pending dispute() by Customer will accrue interest at the lesser of one and a half percent (1.5%) per month or the highest rate permitted by applicable law. Unless otherwise stated in the Order, all invoices will be paid in U.S. Dollars. Unless otherwise agreed to by the parties in writing, Equinix will invoice in advance each month for all recurring Services (except for the first partial month, if applicable, of recurring Services).
b. The Service Fees for Services ordered through SOWs will be listed on the SOWs. For Online Orders and Phone Orders, the Service Fees will be Equinix’s then-current list price for such Services, unless otherwise agreed to by the Parties in writing or in an Order Confirmation. Customer agrees to pay for each Service for the duration of the applicable Order. Notwithstanding anything in this Agreement to the contrary, upon sixty (60) days prior notice to Customer, Equinix may in its reasonable discretion change the rates and fees for any and all Services at any time(s) after twelve (12) months from the effective date of the applicable SOW for such Service, unless otherwise agreed to by the Parties in writing. For purposes of the prior sentence, in the case of each Online Order and Phone Order, the “applicable SOW” ’ shall mean the SOW which contains the Licensed Space in which the Services ordered on such Online Order or Phone Order are installed.
c. Equinix is not responsible or in any way liable for any Taxes or third-party charges related to the activities, or the ownership or operation of the equipment (including Customer’s Equipment), of any of the following: Customer’s Authorized Persons, Accompanying Persons, and Associated Entities, at any IBX Center, or attributable to, any IBX Center. Without limiting the foregoing, Customer will be responsible for paying any and all Taxes separately imposed, levied or assessed against Customer by, and preparing and filing any necessary return with, any governmental, quasi-governmental or tax authorities by the date such payments and returns are due. In no event will Customer’s Equipment be construed to be fixtures. Service Fees are exclusive of any Taxes imposed on Service Fees. Customer will be responsible for paying any Taxes imposed on Service Fees at the same time it pays the Service Fees. Customer will be responsible for timely paying in full all Taxes.
d. In the event that Customer’s account is past due (excluding Disputed Amounts, subject to a pending dispute) two (2) or more times in any twelve (12) month period, Equinix may charge Customer a deposit equal to one (1) month of the recurring Service Fees that are billable at the time such deposit is charged (the “Deposit”). The Deposit shall be held by Equinix and returned or credited to Customer, without interest, upon termination of this Agreement if Customer so requests in writing at that time. In the event of breach of this Agreement by Customer, Equinix shall, without limiting its remedies otherwise available, have the right to apply the Deposit to the damages suffered by Equinix as a result of such breach.
e. If Customer wishes to dispute a charge listed on an Equinix invoice to Customer (a “Disputed Amount”), Customer must submit a written dispute notice that includes reasonably sufficient supporting documentation within ninety (90) days of receipt of the initial invoice on which the Disputed Amount appears. If Customer does not submit such written dispute notice and reasonably sufficient supporting documentation to Equinix within such ninety (90) day period, then notwithstanding anything in this Agreement to the contrary, Customer waives all rights to dispute such Disputed Amount and to file a claim of any kind relating to such Disputed Amount (and Customer also waives all rights to otherwise claim that it does not owe such Disputed Amount or to seek any set-offs or reimbursements or other amounts of any kind based upon or relating to such Disputed Amount).
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Payment Terms and Taxes. a. Unless otherwise agreed between the Parties parties in writing, Service Fees for the Services will begin to accrue on the Billing Commencement Date. Equinix will invoice Customer for the Services on a monthly basis (partial months will be he billed on a pro rata basis based on a thirty (30) day monthbasis) and Customer will pay for the Services in accordance with this Section 33 and the Orders. Customer will pay in full all invoices (excluding Disputed Amounts, subject to a pending dispute) from Equinix within thirty (30) days from the receipt of the invoice. For purposes of this section, receipt shall be presumed to occur five (5) days after mailing if sent via regular mail, or one (1) business day if sent via overnight courier. Any past due amounts owed (excluding Disputed Amounts, subject to amounts for which there is a pending dispute(Billing Dispute) by Customer will accrue interest at the lesser of one and a half percent (1.5%) per month or the highest rate permitted by applicable law. Unless otherwise stated in the Order, all invoices will be paid in U.S. Dollars. Unless otherwise agreed to by In the parties event that a Billing Dispute is resolved in writingEquinix’s favor, Customer shall immediately pay Equinix will invoice in advance each month for all recurring Services (except for the first partial month, if applicable, full amount that is the subject of recurring Services)the Billing Dispute.
b. The Service Fees for Services ordered through SOWs Sales Orders will be listed on the SOWsSales Orders. For Online Orders and Phone all other Orders, the Service Fees for Services will be Equinix’s then-current list price for such Services, . unless otherwise agreed to by the Parties parties in writing or in an Order Confirmationwriting. Customer agrees to pay for each Service the Services for the duration of the applicable OrderTerm. Notwithstanding anything in this Agreement to the contrary, for each Service, upon the expiration of the initial Service Term, the rates and fees for Services will be subject to change, at Equinix’s reasonable discretion, upon sixty (60) days days’ prior notice to Customer.
c. Notwithstanding anything to the contrary in this Agreement, Equinix may in its reasonable discretion change the rates and fees for any and all Power Services at any time(sordered by Customer will remain in effect for one (1) after twelve (12) months year from the effective date beginning of the applicable SOW Service Term for such ServicePower Services, unless otherwise agreed to by the Parties in writing. For purposes of the prior sentence, in the case of each Online Order and Phone Orderthereafter, the “applicable SOW” shall mean rates and fees for the SOW which contains the Licensed Space in which the Power Services ordered on such Online Order or Phone Order are installedwill be subject to change, at Equinix’s reasonable discretion, upon sixty (60) days’ prior notice to Customer.
c. Equinix is not responsible or in any way liable for any d. Customer will pay all applicable Taxes or and third-party charges related to the activities, or the ownership or and operation of the equipment (including Customer’s Equipment), Equipment and the activities of any of the following: Customer’s Authorized Persons, Accompanying Persons, and Associated Entities, Customer at any each IBX Center, or attributable to, any each IBX Center. Without limiting the foregoing, Customer will be responsible for paying any and all Taxes separately imposed, levied or assessed against Customer by, and preparing and filing any necessary return with, any governmental, quasi-governmental or tax authorities by the date such payments and returns are due. In no event will Customer’s Equipment be construed to be fixtures. .
e. Service Fees are exclusive of any Taxes imposed on Service Fees. Customer will be responsible for paying any Taxes imposed on Service Fees at the same time it pays the Service Fees. Customer will be responsible for timely paying in full all Taxes.
d. In f. With respect to Orders for Services delivered outside of the event that Customer’s United States, if Customer is required to make any deduction or withholding or to make any payment, on account is past due (excluding Disputed Amounts, subject to a pending dispute) two (2) or more times of any Taxes in any twelve (12) month periodjurisdiction, in respect of any amounts payable hereunder by Customer to Equinix, such amounts will be increased to the extent necessary to ensure that after the making of such deduction, withholding or payment, Equinix may charge Customer a deposit receives when due and retains (free from any liability in respect of any such deduction, withholding or payment) an amount equal to one (1) month of the recurring Service Fees that are billable at the time what would have been received and retained had no such deposit is charged (the “Deposit”). The Deposit shall be held by Equinix and returned deduction, withholding or credited to Customer, without interest, upon termination of this Agreement if Customer so requests in writing at that time. In the event of breach of this Agreement by Customer, Equinix shall, without limiting its remedies otherwise available, have the right to apply the Deposit to the damages suffered by Equinix as a result of such breachpayment been required or made.
e. If Customer wishes to dispute a charge listed on an Equinix invoice to Customer (a “Disputed Amount”), Customer must submit a written dispute notice that includes reasonably sufficient supporting documentation within ninety (90) days of receipt of the initial invoice on which the Disputed Amount appears. If Customer does not submit such written dispute notice and reasonably sufficient supporting documentation to Equinix within such ninety (90) day period, then notwithstanding anything in this Agreement to the contrary, Customer waives all rights to dispute such Disputed Amount and to file a claim of any kind relating to such Disputed Amount (and Customer also waives all rights to otherwise claim that it does not owe such Disputed Amount or to seek any set-offs or reimbursements or other amounts of any kind based upon or relating to such Disputed Amount).
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