Order Terms & Conditions
1. Order Terms & Conditions
Unless otherwise specified on the applicable Quote, each Order Term shall automatically renew for additional thirty (30) day periods unless either party gives the other written notice of termination at least ninety (3) days prior to expiration of the then-current Order Term.
2. Fees and Payment
All fees are as set forth in the applicable Quote or SOW and shall be paid by Client in accordance with the invoice schedule and in the currency set forth in the applicable Quote or SOW (and if none, within thirty (30) days of the date of applicable invoice and in U.S. currency). The rates in the applicable Quote or SOW are valid for the Order Term set forth in such Quote or SOW and thereafter shall be subject to an increase of no more than five percent (5%) per year (subject to Client retaining the same Solutions package, capacity and functionality levels). Client is required to pay any sales, use, Goods and Services Tax (GST), value-added, withholding, or similar taxes or levies, whether domestic or foreign (other than taxes based on the income of TestChecks), and all such taxes and levies are excluded from any rates or prices provided by TestChecks. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by Law, whichever is less.
3. Suspension of Solutions
If (a) TestChecks has sent Client a payment reminder for an overdue payment, and Client fails to pay the amount due within seven (7) days after receiving such payment reminder, or (b) Client has breached its obligations under Section 2.5 (General Restrictions) or Section 3.4 (Client Obligations), then, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), TestChecks reserves the right to suspend Client’s access to the applicable Solution, content delivery and any related support, or Professional Services, without liability to Client, until payment has been made or the breach has been cured. TestChecks will use reasonable efforts to provide Client with notice and a reasonable opportunity to cure, unless TestChecks reasonably determines that such breach may cause harm to other clients or threaten the security or integrity of a Solution, in which case suspension may be immediate.
4. Trial Subscriptions
If Client receives free access or a trial or evaluation subscription to the Solutions (a “Free Trial Subscription”), then Client may use the Solutions in accordance with the terms and conditions of this Agreement and the applicable Quote for the period designated in such Quote or otherwise by TestChecks (and if not designated, then for thirty (60) days) (“Trial Period”). Trial Subscriptions are permitted solely for Client’s use to determine whether to purchase a full subscription to the Solutions. Client may not use a Trial Subscription for any other purpose, including for competitive analysis. At the end of the Trial Period, the Trial Subscription will expire and Client will have the option to purchase a full subscription to the Solutions. If Client purchases a full subscription, all of the terms and conditions in this Agreement will apply to such purchase and the use of the Solutions unless otherwise specified in the Quote for the Trial Subscription. TestChecks has the right to terminate a Trial Subscription at any time for any reason. The Solutions may have a mechanism that limits access to such Solutions during the Trial Period and TestChecks may otherwise restrict certain product functionality during the Trial Period (including limiting Purchased Units or other usage as may be specified by TestChecks). Client shall not attempt to circumvent any such mechanism or restriction. TestChecks has no obligation to retain Data collected or retrieved with a Trial Subscription during or after the Trial Period. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, DURING THE TRIAL PERIOD THE SOLUTIONS ARE PROVIDED “AS IS” AND TESTCHECKS WILL HAVE NO WARRANTY OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS UNLESS OTHERWISE SPECIFIED IN THE QUOTE.