This INVOICING AND PAYMENT SCHEDULE (this “Invoicing and Payment Schedule”) is a Schedule to the Master Services Agreement to which this Schedule is attached. The Master Services Agreement and this Invoicing and Payment Schedule, together with any other attached Schedules and Ordering Documents, together constitute the Agreement.
1. ORDERING DOCUMENT
The Ordering Document(s) describe the Products and Services purchased and the applicable Fees.
2. FEES
2.1. Software License Fee. The entire License Fee will be invoiced upon execution of an applicable Ordering Document. Installation will begin once payment is received. Payment must be received within 10 days to avoid project delay.
2.2. Maintenance Fee. Maintenance services begin upon execution of an applicable Ordering Document. The minimum Maintenance Term is 3 years. Maintenance Fees are invoiced on a calendar basis—the initial Maintenance Fee is due upon execution of an applicable Ordering Document and will be pro-rated to the beginning of the next calendar year. Subsequent invoices for Maintenance will be issued approximately 30 days prior to the end of the calendar year and is due before January 1. Maintenance Fees may increase at a rate of no more than 5% annually. Upon renewal, then current Maintenance Fee will apply. Maintenance Services will automatically renew annually after the Initial Term.
2.3. Subscription Fee. The minimum Subscription Period is 3 years. The Subscription Fee is paid annually. Payment for the first year is due prior to the commencement of the initial Subscription Period. Subsequent annual invoices will be delivered approximately 30 days prior to the anniversary of the beginning of the Subscription Period. Installation of the Application will begin once the initial payment is received. Subscription Fees may increase at a rate of no more than 5% annually within the Subscription Period. Upon renewal, then current Subscription Fees will apply. SaaS Subscriptions will automatically renew annually after the Initial Term.
2.4. Professional Services Fees. Professional Service Fees are invoiced weekly, as incurred. If Professional Services are requested, a Charge Order will be created and issued to customer for approval prior to the work being completed. Change Orders are merely estimates and not firm commitments—cost for any project will be based on the actual hours incurred.
2.5. Hosting. Hosting Services begin upon execution of an applicable Ordering Document. Hosting Fees are invoiced on a calendar basis—the initial Hosting Fee is due upon execution of an applicable Ordering Document and will be pro-rated to the beginning of the next calendar year. Subsequent invoices for Hosing Services will be issued approximately 30 days prior to the end of the calendar year and is due before January 1. Hosting Fees may increase at a rate of no more than 5% annually. Upon renewal, then current Hosting Fee will apply. Hosting Services will automatically renew annually after the Initial Term.
2.6 Travel and Expenses. Any travel and related expenses will be invoiced during the weekly invoicing process. Travel, lodging and related expenses are reimbursed at actual cost. Customer will also be responsible for a per diem of $75 for living expenses for each person.
3. CUSTOM MODIFICATION/ENHANCEMENTS
Customer’s annual Maintenance Fee will be adjusted to include maintenance rates for any completed custom modifications. Annual Maintenance Fees for custom modifications will be equal to 20% of the total actual cost of development of the modification. Customer will receive initial Maintenance Fee invoice related to modification(s) once such modification(s) released into production. Beginning with the next annual Maintenance Fee invoice, the Maintenance Fee will reflect the new higher amount.
4. CURRENT SERVICE RATES
Hourly rates for Professional Services are as follows:
$240 – Executive/Sr. Project Management
$200 – Project Management
$175 – Implementation/Functional Lead
$200 – Development
$200 – Data Conversion
$200+ – Functional Consulting
$75 – Quality Assurance Team
5. OTHER CONSIDERATIONS
5.1. All invoices will be in United States Dollars (unless agreed otherwise).
5.2. All invoices are due 30 calendar days from delivery.
5.3. All payments shall be made by check or by ETF.
5.4. Customer agrees to pay any sales, value-added or other similar taxes imposed by applicable law that Customer or Provider must pay based on the Products and/or Services, except for taxes based on Provider’s income.
6. REMEDIES FOR NONPAYMENT
If Customer fails to pay to Provider within 30 days of the date of invoice any amount payable under this Agreement (including interest thereon) that is not the subject of a good faith dispute, in addition to all other rights and remedies which Provider may have at law or in equity, Provider may, in its sole discretion and without further notice to Customer, immediately suspend all applicable Services and the performance of any or all of its other obligations under this Agreement, and Provider will have no liability with respect to Customer’s use of any Products or Services until all past due amounts are settled. Past due payments will be assessed a finance charge at a rate of 18% per annum (1.5% per month). Provider reserves the right to impose a reconnection fee in the event Customer’s access to the SaaS Services is suspended and thereafter Customer requests renewed access to the SaaS Services. For the purposes of this Agreement, a “good faith dispute” means a good faith dispute by Customer of certain amounts invoiced under this Agreement. A good faith dispute will be deemed to exist only if (a) Customer has given written notice of the dispute to Provider within 15 days of the date of an invoice and (b) the notice explains Customer's position in reasonable detail. A good faith dispute will not exist as to an invoice in its entirety merely because certain amounts on the invoice have been disputed.
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