Financial Terms of Business

FINANCIAL TERMS OF BUSINESS

Parties and Contact Information

Effective Date: . These Financial Terms of Business govern all fees, billing, payment, credit and collection practices between the Business and the Client for services and products provided by the Business unless modified in a written, signed amendment.

Scope and Applicability

These terms apply to all statements of work, purchase orders and invoices issued by the Business to the Client and to all charges for products, services, support, maintenance and related expenses (collectively, "Charges"). Any variance from these terms must be expressly agreed in writing by authorized representatives of both parties.

Fee Schedule (if applicable)

Invoicing and Payment Terms

Unless otherwise agreed in writing, invoices are due and payable within days of the invoice date. The Business shall issue invoices itemizing Charges, applicable taxes and any expenses. The Client shall not withhold or set off any amounts due except as expressly permitted in writing.

Check    Wire Transfer    Credit Card    ACH/Direct Debit

Late Payments and Interest

All past-due amounts shall accrue interest at a rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower, calculated daily from the date due until paid in full. The Business may also charge reasonable collection costs, including attorneys' fees and court costs.

Credit, Security and Setoff

The Business may establish a credit limit and require security for payment. The Business reserves the right to suspend performance, withhold deliveries or set off any amounts owed to the Client against amounts owed by the Client to the Business.

Billing Disputes

The Client must notify the Business in writing of any disputed amounts within 15 days of receipt of an invoice, specifying the nature and basis of the dispute. Undisputed amounts shall remain payable in accordance with the payment terms.

Refunds, Credits and Adjustments

Refunds or credits, if any, are issued at the Business's discretion and will be documented by credit memos. No refund is owed for non-refundable fees expressly labeled as such in a written agreement.

Taxes

All Charges are exclusive of taxes. The Client is responsible for payment of any sales, use, value-added, excise or other taxes imposed on the transaction, except for taxes based on the Business's net income. The Client shall provide valid tax exemption documentation where applicable.

Confidentiality and Audit Rights

Each party shall keep financial and pricing information disclosed by the other party confidential. The Business may, upon reasonable notice and during normal business hours, audit the Client's records only to the extent necessary to verify Charges.

Default and Remedies

Failure to pay any undisputed amount when due constitutes a material breach. In addition to interest and collection costs, the Business may terminate or suspend performance, accelerate payment of all outstanding amounts and pursue any remedies at law or equity.

Limitation of Liability and Indemnity

Except for breach of confidentiality or willful misconduct, neither party shall be liable for consequential, incidental or punitive damages. The Client shall indemnify and hold the Business harmless from third-party claims arising from Client-provided materials or Client's misuse of goods or services.

Termination

Termination or expiration of any underlying agreement does not relieve the Client of its obligation to pay Charges incurred prior to termination. On termination for convenience, pre-paid non-refundable amounts will not be returned.

Governing Law, Venue and Dispute Resolution

These terms are governed by the laws selected by the parties in writing. In the absence of a written choice, the laws of the state indicated by the Business's primary place of business govern, without regard to conflict of law rules. Parties shall seek to resolve disputes through negotiation; if unresolved, venue shall be the courts with competent jurisdiction over the Business's principal place of business.

Amendment, Waiver and Severability

These terms may be amended only by a written agreement signed by authorized representatives of both parties. A waiver of any provision shall not constitute a waiver of any other provision. If any provision is held unenforceable, the remainder shall remain in effect.

Acknowledgment and Acceptance

By signing below, the undersigned represent and warrant that they are authorized to bind their respective party to these Financial Terms of Business and that the information provided herein is true and correct.

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