Common use of The Licence Fee Clause in Contracts

The Licence Fee. 3.1. In consideration of the rights granted to the Client hereunder, the Client undertakes and agrees to pay the Licence Fee. The Licence Fee is stated exclusive of any taxes or imposts. 3.2. Notwithstanding clause 3.1 or any other provision of this Agreement, CEM or a CEM Affiliate reserves the right to charge VAT to the Client where VAT is chargeable in addition to any other taxes that CEM or a CEM Affiliate may be entitled to charge to the Client. 3.3. The Client will be obliged when placing the Order to provide an estimate of the number of pupils who will sit the CEM Assessment. The Client will be given an opportunity before CEM or a CEM Affiliate issues its invoice to revise the estimate within the Order downwards by up to 20% or upwards (without limit). The Client must give prompt written notice of any such revision on receiving CEM’s or a CEM Affiliate’s request for confirmation of the relevant number of pupils. 3.4. In the event that the number of pupils actually sitting the CEM Assessment is higher than the number of pupils included in the Order, the Client accepts that the Licence Fee will be calculated based on the actual number of pupils sitting the CEM Assessment. 3.5. In the event that the number of pupils actually sitting the CEM Assessment is lower than the estimated number of pupils included in the Order, the Licence Fee will be calculated based on the estimated number of pupils in the Order (as revised by any notice given by the Client in accordance with this clause 3). 3.6. In the event that no pupils sit the CEM Assessment, the Licence Fee will be calculated based on the estimated number of pupils in the Order (as revised by any notice given by the Client in accordance with this clause 3), subject however to the terms of clause 13 (Termination) if this occurrence is due to the termination of this Agreement. 3.7. Notwithstanding any other provision of this Agreement, CEM may increase the Licence Fee with effect from the 1st day of March in any calendar year, and CEM or a CEM Affiliate shall give the Client reasonable notice in writing of the proposed change. 3.8. Where an Order expresses that a CEM Assessment Product is a trial, the Client shall not need to pay a Licence Fee. CEM shall be entitled to utilise any data submitted by the Client in the process of using the trial for the purpose of improving, amending, assessing, analysing, creating and otherwise for the purpose of offering the CEM Assessment Product. During a trial, the Client accepts that the CEM Assessment Product is not a finished product and is not a “sale of goods or services”, and therefore no implied terms under the Sale of Goods and Services Xxx 0000 shall apply. 3.9. In the event of (a) late payment or non-payment of the Licence Fee or other sums payable by the Client under this Agreement or (b) any other material breach of this Agreement, and without prejudice to any other right or remedy CEM may be entitled to, CEM may: (i) seek the remedies under the Late Payment of Commercial Debts (Interest) Xxx 0000; and/or (ii) immediately terminate this Agreement by giving notice in writing to the Client, including, but not limited to, the termination of the Client’s access to the CEM Assessment Product or the provision of the CEM Assessment Product.

The Licence Fee. 3.1. In consideration of the rights granted to the Client hereunder, the Client undertakes and agrees to pay the Licence Fee. The Licence Fee is stated exclusive of any taxes or imposts. 3.2. Notwithstanding clause 3.1 or any other provision of this Agreement, CEM or a CEM Affiliate reserves the right to charge VAT to the Client where VAT is chargeable in addition to any other taxes that CEM or a CEM Affiliate may be entitled to charge to the Client. 3.3. The Client will be obliged when placing the Order to provide an estimate of the number of pupils who will sit the CEM Assessment. The Client will be given an opportunity before CEM or a CEM Affiliate issues its invoice to revise the estimate within the Order downwards by up to 20% or upwards (without limit). The Client must give prompt written notice of any such revision on receiving CEM’s or a CEM Affiliate’s request for confirmation of the relevant number of pupils. 3.4. In the event that the number of pupils actually sitting the CEM Assessment is higher than the number of pupils included in the Order, the Client accepts that the Licence Fee will be calculated based on the actual number of pupils sitting the CEM Assessment. 3.53.4. In the event that the number of pupils actually sitting the CEM Assessment is lower than the estimated number of pupils included in the Order, the Licence Fee will be calculated based on the estimated number of pupils in the Order (as revised by any notice given by the Client in accordance with this clause 3). 3.6. In the event that no pupils sit the CEM Assessment, the a Licence Fee will still be payable and will be calculated based on the estimated number of pupils in the Order (as revised by any notice given by the Client in accordance with this clause 3), subject however to the terms of clause 13 12 (Termination) if this occurrence is due to the termination of this Agreement. 3.73.5. Notwithstanding any other provision of this Agreement, CEM may increase the Licence Fee during the term of this Agreement with effect from the 1st day of March in any calendar year, and CEM or a CEM Affiliate shall give the Client reasonable notice in writing of the proposed any upcoming change. 3.83.6. Where an Order expresses that a CEM Assessment Product is a trial, the Client shall not need to pay a Licence Fee. CEM shall be entitled to utilise any data submitted by the Client in the process of using the trial for the purpose of improving, amending, assessing, analysing, creating and otherwise for the purpose of offering the CEM Assessment Product. During a trial, the Client accepts that the CEM Assessment Product is not a finished product and is not a “sale of goods or services”, and therefore no implied terms under the Sale of Goods and Services Xxx 0000 shall apply. 3.93.7. In the event of (a) late payment or non-payment of the Licence Fee or other sums payable by the Client under this Agreement or (b) any other material breach of this Agreement, and without prejudice to any other right or remedy CEM may be entitled to, CEM may: (i) seek the remedies under the Late Payment of Commercial Debts (Interest) Xxx 0000; and/or (ii) immediately terminate this Agreement by giving notice in writing to the Client, including, but not limited to, the termination of the Client’s access to the CEM Assessment Product or the provision of the CEM Assessment Product.

The Licence Fee. 3.1. In consideration of the rights granted to the Client hereunder, the Client undertakes and agrees to pay the Licence Fee. The Licence Fee is stated exclusive of any taxes or imposts. 3.2. Notwithstanding clause 3.1 or any other provision of this Agreement, CEM or a CEM Affiliate reserves the right to charge VAT to the Client where VAT is chargeable in addition to any other taxes that CEM or a CEM Affiliate may be entitled to charge to the Client. 3.3. The Client will be obliged when placing the Order to provide an estimate of the number of pupils who will sit the CEM Assessment. The At any time before CEM or any CEM Affiliate issues its invoice, the Client will be given an opportunity before CEM or a CEM Affiliate issues its invoice to revise the estimate within the Order downwards by up to 20% or upwards (without limit). The Client must give prompt written notice of any such revision on receiving CEM’s or a CEM Affiliate’s request for confirmation of the relevant number of pupils. 3.4. In the event that the number of pupils actually sitting the CEM Assessment is higher than the number of pupils included in the Order, the Client accepts that the Licence Fee will be calculated based on the actual number of pupils sitting the CEM Assessment. 3.5. In the event that the number of pupils actually sitting the CEM Assessment is lower than the estimated number of pupils included in the Order, the Licence Fee will be calculated based on the estimated number of pupils in the Order (as revised by any notice given by the Client in accordance with this clause 3). 3.6. In the event that no pupils sit the CEM Assessment, the Licence Fee will be calculated based on the estimated number of pupils in the Order (as revised by any notice given by the Client in accordance with this clause 3), subject however to the terms of clause 13 (Termination) if this occurrence is due to the termination of this Agreement. 3.7. Notwithstanding any other provision of this Agreement, CEM may increase the Licence Fee with effect from the 1st day of March May in any calendar year, and CEM or a CEM Affiliate shall give the Client reasonable notice in writing of the proposed change. 3.8. Where an Order expresses that a CEM Assessment Product is a trial, the Client shall not need to pay a Licence Fee. CEM shall be entitled to utilise any data submitted by the Client in the process of using the trial for the purpose of improving, amending, assessing, analysing, creating and otherwise for the purpose of offering the CEM Assessment Product. During a trial, the Client accepts that the CEM Assessment Product is not a finished product and is not a “sale of goods or services”, and therefore no implied terms under the Sale of Goods and Services Xxx 0000 Act 1982 shall apply. 3.9. In the event of (a) late payment or non-payment of the Licence Fee or other sums payable by the Client under this Agreement or (b) any other material breach of this Agreement, and without prejudice to any other right or remedy CEM may be entitled to, CEM may: (i) seek the remedies under the Late Payment of Commercial Debts (Interest) Xxx 0000Act 1998; and/or (ii) immediately terminate this Agreement by giving notice in writing to the Client, including, but not limited to, the termination of the Client’s access to the CEM Assessment Product or the provision of the CEM Assessment Product.