Payment

Fees. Customer shall pay to AwareX the Fees and expenses as specified in this Agreement, in an Exhibit A, or on an Order Form for any products or services delivered by AwareX to Customer pursuant to this Agreement.

Invoice and Payment. The Customer shall pay the Usage Fees when due in accordance with this Agreement or as stated in any Order Form as applicable.  Usage Fees shall be invoiced and paid in accordance with an Exhibit A prior to the hosting start date. Where usage of the awareX Subscription Service results in an Incremental Usage Fee in excess of the Base Usage Fee, the excess shall be invoiced quarterly in arrears, due on a net 30 days basis. Set-up fees or other Services fees will be invoiced and paid in accordance with an Exhibit A.  In the case where Customer requires a Purchase Order to be issued to AwareX by Customer or the Customers agent in order to accept an invoice as valid, Customer shall issue the Purchase Order at least 45 days before the start of the applicable usage period or Hosting Start date. If Customer does not issue a Purchase Order in accordance to the terms of this contract, then AwareX is entitled to issue an Invoice and require immediate payment.

If Customer in good faith disputes the accuracy of any invoice for reasons such as clerical or computational errors then Customer shall pay all undisputed portions of the invoice when due but may withhold any portion that is disputed in good faith pending resolution of the dispute, provided Customer provides AwareX with written notice of such dispute on or before the date for payment of such invoice and uses commercially reasonable efforts to resolve such dispute.

Taxes.  The Fees shall be exclusive of any applicable sales, use, excise or value added taxes, including any withholding tax that Customer must withhold from payments to AwareX and remit to the relevant authority.  AwareX alone shall bear any taxes related to AwareX’s existence or gross or net income taxes based on the awareX Subscription Service provided by AwareX under the Agreement, including, without limitation, and unless otherwise agreed. If requested, Customer shall provide to AwareX a copy of its certificate of withholding to demonstrate any payment of withholding taxes.  Each Party shall provide to the other Party evidence of any tax-exempt status, act in accordance with such status, and promptly advise of any change in such status.  AwareX shall be responsible for paying AwareX personnel and making all deductions, payments and contributions and generally satisfying all personnel-related obligations required by law.  In the event it is determined that any taxes paid by Customer to AwareX in relation to the awareX Subscription Service (except withholding taxes), were not required to be paid, AwareX shall promptly refund such taxes to Customer.  For the avoidance of doubt, the Fees shall be exclusive of any and all import VAT and duties.

Liquidated Damages for Delays. If AwareX fails to meet the agreed time schedule and/or any other milestones or such other fixed dates, then, unless and to the extent the delay is caused by factors not in the control of awareX (including any failure of Customer to meet its obligations), AwareX shall be liable to pay Customer liquidated damages once and for one breach per PO at the rate of one percent (1%) of the total amount payable to AwareX in respect of that Purchase Order payable for each week of delay or part thereof up to a maximum in total and aggregate of twelve percent (12%) of that amount.