Pricing Terms and Conditions

These pricing terms of conditions (the “Pricing Terms and Conditions“) are offered by Showpad NV, a limited liability company incorporated under the laws of Belgium, having its seat at Notarisstraat 1, 9000 Ghent, Belgium, with company and VAT number (BE)0836.159.992 and with email address info@showpad.com (hereinafter “Showpad“, “us“, “we“, “our“, or any similar expression).

These Pricing Terms and Conditions govern the pricing of Showpad’s content management system offered via your personal Showpad domain (the “Site”) and application connected to the Site (the “App“). These Terms of Service should further be read together with the other applicable contractual documentation, such as the Order Form (as defined in the Terms of Service), Terms of Service, Privacy Policy, and the Cookie Policy. These documents constitute the entire and exclusive agreement (hereinafter collectively referred to as the “Agreement“) between Showpad and you regarding the subject matter thereof, and these supersede and replace any prior agreements between Showpad and you regarding the Site, App, Content, Services and Files (as those concepts are defined in the Terms of Service), and the use thereof (including pricing).

1. PURCHASED SERVICES

Unless otherwise specified in the applicable Order Form, (i) Services are purchased as user subscriptions and may be accessed by no more than the specified number of users, (ii) additional user subscriptions may be added during the applicable subscription term. User subscriptions are for designated users only and cannot be shared or used by more than one user. They may however be reassigned to new users replacing former users who no longer require on-going use of the Services.

Additional subscriptions will be added at the same pricing as applied for the pre-existing subscriptions, excluding one-off rebates that have been awarded to you by Showpad for the initial subscription period only, and will be prorated for the remainder of the subscription term in effect at the time the additional user subscriptions are added. Added User subscriptions shall always terminate on the same date as the preexisting subscriptions.

2. FEES AND PAYMENT FOR PURCHASED SERVICES

2.1. Fees

You shall pay all fees specified in all Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on services as purchased and not on actual usage, (ii) payment obligations are non cancellable and fees paid are non-refundable, and (iii) the number of user subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form.

2.2. Invoicing and Payment

You will provide Showpad with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Showpad. If you provide credit card information, you authorize Showpad to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) entered into in accordance with the provisions as set out in the Terms of Service.

Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Showpad will invoice you in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 14 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and for notifying us of any changes to such information.

2.3. Overdue Charges

Unpaid charges will be increased with legal late payment interests as provided for in accordance with the Belgian Law of 2 August 2002 (calculated to the principal sum as from the its due date) and, in addition, with a penalty of 10% (with a minimum of 125 EUR) on the principal sum. Repeated situation of unpaid charges may lead Showpad to condition future subscription, renewals and Order Forms to payment terms shorter than those specified in this Section. This is without any prejudice to Showpad’s rights under this Agreement or applicable law in such case of repeated situation of unpaid charges (including but not limited to the right to suspend or terminate the Agreement and/or the right to claim compensation for damages suffered).

2.4. Suspension of Service and Acceleration

Unpaid charges will be increased with legal late payment interests as provided for in accordance with the Belgian Law of 2 August 2002 (calculated to the principal sum as from the its due date) and, in addition, with a penalty of 10% (with a minimum of 125 EUR) on the principal sum. Repeated situation of unpaid charges may lead Showpad to condition future subscription, renewals and Order Forms to payment terms shorter than those specified in this Section. This is without any prejudice to Showpad’s rights under this Agreement or applicable law in such case of repeated situation of unpaid charges (including but not limited to the right to suspend or terminate the Agreement and/or the right to claim compensation for damages suffered).

2.5. Payment Disputes

Showpad shall not exercise its rights under Section 3.3 (Overdue Charges) or 3.4 (Suspension of Service and Acceleration) if You are disputing the applicable charges in due time, reasonably and in good faith and when you are cooperating diligently to resolve the dispute.

2.6. Taxes

Unless otherwise stated in writing, Showpad’s 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 Showpad would 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 Showpad with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Showpad is solely responsible for taxes assessable against it based on its income, property and employees.