“Software” means the software licensed by Us to You, which are included in the Purchased Services and are otherwise described in the Quotation Form

“Quotation Form” means a quotation form provided by Us to You on or immediately prior to the execution of this Agreement
“Users” means individuals who are authorized by the You to use the Services, for whom Services have been purchased, and who have been supplied user identifications and passwords by You (or by Us at Your request)
Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business

“User Guide” means the general application guides provided to the Customer as part of the Quotation process and implementation of services

“Your Data” means Personal Information and all other data and information concerning Customer or Customer’s personnel or business clients: (a) provided by or on behalf of You to Us; or (b) obtained by Us based on the use or Processing of data or information provided by or on behalf of You to Us

“Personal Information” means private data about an individual person, including name, address, telephone number, email address, and any other information that identifies an individual

Purchased Services may include Software Subscription and Implementation Services
We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Quotation Forms

2
1 Software Subscription Services

• I

• Software is purchased as User subscriptions of Moveware Applications and may be accessed by no more than the specified number of Users specified in the Quotation Form

• II

• An annual service fee is charged by Us to you for the provision of these services

• III

• The Purchased Services may be installed on your computers or available online as applicable
  Implementation services may include Moveware Custom Application installation, configuration, report writing, custom development, data import, training and testing and acceptance procedures

• I

• Implementation fees are charged by Us to you for the provision of these services

3. Fees and Payment for Purchased Services

In full consideration for the Services provided to You, You shall pay all fees specified in all Quotation Forms hereunder
Payment obligations are non-cancellable and fees paid are non-refundable

Charges for Software Subscriptions referred to in the Quotation Form will be billed to You in advance
Unless specified in the Quotation Form, User subscription fees are based on 3 monthly periods that begin on the subscription start date and thereafter each 3 monthly anniversary thereof
Except as otherwise specified herein or in a Quotation Form, fees are based on services purchased and not actual usage
If you add more Users than the number of Licenses you purchased, we will add those Users to your Account and impose additional charges for such additional Licenses on an ongoing basis
Charges for Implementation services will be billed to you as detailed in the Quotation Form
Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date

Payment of all charges is to be made prior to the due date
You are solely responsible for any and all fees charged to you by your bank, or financial institution
You agree to notify us about any billing problems or discrepancies within 20 days after they first appear on your invoice
If you do not bring them to our attention within 20 days, you agree that you waive your right to dispute such problems or discrepancies

If any charges are not received from You by the due date, then at Our discretion and without limiting our other rights and remedies We may do one or more of the following,

• I
• Such charges may accrue late interest at the rate of 1
• 5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid
• II
• Subject to clause 3
• 3, suspend the provision of Purchased Services; and
  3
  3 Suspension of Service and Acceleration
• I
• If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card or via Direct Debit), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full
• We shall not exercise Our rights under Section 3
  2 (Overdue Charges) or 3
  3 (Suspension of Service and Acceleration) if You pay to Us all moneys not in dispute, the disputed matters are reasonably and in good faith in dispute, You make reasonable endeavours to and are cooperating diligently to resolve the dispute forthwith
  Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”)
  You are responsible for paying all Taxes associated with Your purchases hereunder
  If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority
  For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees

4
1 Acquisition of Non-Moveware Products and Services
We or third parties may from time to time make available to You (e
g
through Moveconnect
com ) third-party products or services, including but not limited to Non-Moveware Applications and implementation, customization and other consulting services
You will agree that any acquisition by You of such non-Moveware products or services, and any exchange of data between You and any non-Moveware provider, is solely between You and the applicable non-Moveware provider and You agree that you have made or will make all due and proper enquiries to ensure that the Non-Moveware Applications meet Your requirements and do not conflict with the Purchased Services
You agree with Us to comply with and abide by all the terms and conditions relating to the Non-Moveware Applications
We do not warrant or support non-Moveware products or services, whether or not they are designated by Us as “certified” or otherwise, except as specified in a Quotation Form
Subject to Section 4
2 (Non-Moveware Applications and Your Data), no purchase of non-Moveware products or services is required to use the Services except a supported computing device, operating system, web browser and Internet connection

4
2
Non-Moveware Applications and Your Data
If You install or enable Non-Moveware Applications for use with Purchased Services, You acknowledge that We may allow providers of those Non-Moveware Applications to access Your Data as required for the interoperation of such Non-Moveware Applications with the Purchased Services
We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Non-Moveware Application providers
The Services shall allow You to restrict such access by restricting Users from installing or enabling such Non-Moveware Applications for use with the Services