Common use of Fees; Payment Terms Clause in Contracts

Fees; Payment Terms. 4.1. The Customer will pay Tuppence Consulting the fees to provide the Consulting Services as detailed or described in a SOW (the “Fees”). Unless agreed upon otherwise in the applicable SOW, Tuppence Consulting shall invoice the Customer for the Services provided at the completion of the works. All Fees (excluding those described in Section 4.4) are due and payable within 30 days of the invoice date, except for Fees that the Customer disputes in good faith for reasons articulated in writing by the Customer within thirty (30) days after receiving such invoice. 4.2. All Consulting Services will be provided on either a time and materials or fixed-fee basis, as indicated in the applicable SOW or Quotation. Each SOW providing for time and materials based Fees will contain a detailed estimate of such time and materials necessary for performance of Consulting Services (“Quotation”). Tuppence Consulting will make a commercially reasonable effort to provide such Consulting Services within such Quotation, up to the number of hours agreed to by the Parties. Tuppence Consulting will make a reasonable effort to notify the Customer as soon as practicable if it appears that Quotation may be exceeded. Upon receiving such amended Quotation, the Customer will assess, and accept or reject the amended Quotation. Unless the Customer rejects such amended Quotation within five (5) days of delivery, such amended Quotation shall be deemed accepted by the Customer and the Customer shall be liable for all Fees associated with Consulting Services delivered in reliance on such amended Quotation. Where the Customer has opted for a fixed-fee engagement, this will be subject to a percentage based payment schedule as indicated in the applicable SOW or Quotation. 4.3. The performance of Consulting Services may be subject to a retainer to be paid in advance by the Customer upon execution and delivery of the SOW. Such retainer will be applied against Fees which become payable by the Customer pursuant to this Agreement. Tuppence Consulting may refuse to perform Consulting Services unless and until such retainer is paid to Tuppence Consulting.

Fees; Payment Terms. 4.1. The Customer will pay Tuppence Consulting (a) In consideration for the fees to provide the Consulting Services as detailed or described in a SOW (the “Fees”). Unless agreed upon otherwise in the applicable SOW, Tuppence Consulting shall invoice the Customer for HiPER Subscription and the Services provided by HiPER to Client, Client will pay HiPER an amount not to exceed [Total Dollar Amount] US dollars. Any additional services outside the scope of Services set forth above shall be specified in a separate agreement or statement of work. Any such additional services shall be based on HiPER’s then-current rates for such additional services. Client acknowledges that the Subscription Fee is for the contemporaneous exchange of access to the Subscription Services. Accordingly, the Subscription Fee shall be fully earned by HiPER upon the commencement of the Subscription and, unless otherwise agreed to by HiPER in writing, no portion of the Subscription Fee shall be returned to Client in the event of any termination of the Agreement. (a) Should Client decide to change a Team Lead during the Subscription Term there will be a $75,000 onetime charge at the completion time of change. Should Client hire any candidates during the Subscription Term, or up to 12 months thereafter, that are referred by HiPER, Client agrees to pay to HiPER a fee of 33 1/3% of the workshire’s total first year compensation (base + bonus + other compensation equivalents). Client agrees to provide HiPER with a summary of any such hire’s total compensation package prior to the start date of such hire’s employment with Client. (b) All Fees (excluding those described in Section 4.4) payments are due and payable within 30 [receivable days {default of the invoice date, except for Fees that the Customer disputes in good faith for reasons articulated in writing by the Customer within thirty (30) days after receiving such invoice. 4.2. All Consulting Services will be provided on either a time and materials or fixed-fee basis, as indicated in the applicable SOW or Quotation. Each SOW providing for time and materials based Fees will contain a detailed estimate of such time and materials necessary for performance of Consulting Services (“Quotation”). Tuppence Consulting will make a commercially reasonable effort to provide such Consulting Services within such Quotation, up to the number of hours agreed to by the Parties. Tuppence Consulting will make a reasonable effort to notify the Customer as soon as practicable if it appears that Quotation may be exceeded. Upon receiving such amended Quotation, the Customer will assess, and accept or reject the amended Quotation. Unless the Customer rejects such amended Quotation within five (5) }] days of deliveryreceiving HiPER’s invoice. To the extent permitted under applicable law, such amended Quotation past due accounts and sums improperly deducted shall be deemed accepted accrue interest at the lower of (i) twelve percent (12%) per annum or (ii) the highest rate permitted by the Customer applicable law. Additionally, Client shall pay to HiPER all costs and the Customer shall be liable for all Fees associated with Consulting Services delivered expenses incurred by HiPER in reliance on such amended Quotation. Where the Customer has opted for a fixed-fee engagement, this will be subject seeking collection of any amounts owed by Buyer to a percentage based payment schedule as indicated in the applicable SOW or QuotationHiPER. 4.3. The performance of Consulting Services may be subject to a retainer to be paid in advance by the Customer upon execution and delivery of the SOW. Such retainer will be applied against Fees which become payable by the Customer pursuant to this Agreement. Tuppence Consulting may refuse to perform Consulting Services unless and until such retainer is paid to Tuppence Consulting.

Fees; Payment Terms. 4.1. The Customer will pay Tuppence Consulting the a. Where Customer’s order is directly with PFU through our Site: As fees to provide the Consulting Services as detailed or described in a SOW (the “Fees”)) for the Service, ▇▇▇▇▇▇▇▇ agrees to pay PFU the amount specified in PFU’s invoice for the Service. PFU will invoice to Customer the Fees for the Subscription Term upon receipt of Customer’s order made through the Site. Unless otherwise agreed upon otherwise by PFU and Customer in the applicable SOWa separate written agreement, Tuppence Consulting shall invoice the Customer for the Services provided at the completion of the works. All Fees (excluding those described in Section 4.4) all payments are due and payable within 30 days of the invoice date, except for Fees that the Customer disputes in good faith for reasons articulated in writing by the Customer full without deduction or set-off within thirty (30) days after receiving such from the date of issuance of of PFU’s invoice. The Fees for the Service are non-refundable and non-cancellable, unless otherwise permitted under this Agreement or expressly permitted by PFU in its sole discretion.. Interest charges at a rate of interest based on the European Central Bank base rate plus ten (10) points may be added to overdue invoices from the date on which the Customer fails to meet the invoices payment date, subject to any limit imposed by applicable law. The Customer shall also reimburse PFU the recovering costs of forty (40) euros per unpaid invoice. When the recovering costs exceed the amount set forth above, PFU may request additional compensation to the Customer, subject to justification. 4.2. All Consulting Services will be provided on either a time and materials b. If Customer’s order is purchased through PFU’s authorised Distribution Channel, PFU may in its sole discretion, upon written notice to Customer, suspend or fixed-fee basis, as indicated terminate for breach Customer’s rights to use the Service in the event PFU fails to receive payment for the Service or PFU confirms that Customer has not paid for the Service through PFU’s authorised Distribution Channel. c. Evaluation Offerings. Subject to the terms and conditions of any applicable SOW or Quotation. Each SOW providing evaluation offerings for time and materials based Fees will contain a detailed estimate of such time and materials necessary for performance of Consulting Services the Service (“QuotationEvaluation Offerings”). Tuppence Consulting will make a commercially reasonable effort to provide such Consulting Services within such Quotation, up to the number of hours agreed to by the Parties. Tuppence Consulting will make a reasonable effort to notify the Customer as soon as practicable if it appears ) that Quotation may be exceededoffered by PFU from time to time in PFU’s sole discretion, Customer may not be charged for such Evaluation Offerings during the Evaluation Offering’s evaluation period. Upon receiving such amended QuotationPFU reserves the right to cancel, the Customer will assesssuspend, and accept modify, or reject the amended Quotation. Unless the Customer rejects such amended Quotation within five (5) days of delivery, such amended Quotation shall be deemed accepted by the Customer and the Customer shall be liable for all Fees associated with Consulting Services delivered terminate Evaluation Offerings in reliance on such amended Quotation. Where the Customer has opted for a fixed-fee engagement, this will be subject its sole discretion without notice to a percentage based payment schedule as indicated in the applicable SOW or QuotationCustomer. 4.3. The performance of Consulting Services may be subject to a retainer to be paid in advance by the Customer upon execution and delivery of the SOW. Such retainer will be applied against Fees which become payable by the Customer pursuant to this Agreement. Tuppence Consulting may refuse to perform Consulting Services unless and until such retainer is paid to Tuppence Consulting.

Fees; Payment Terms. 4.1. The Customer will 9.1 In consideration of the provision of the Services and/or Deliverables by CereCore and the rights granted to the Client under a Statement of Work, the Client shall pay Tuppence Consulting the fees to provide the Consulting Services as detailed or described in a SOW (the “Fees”). Unless agreed upon otherwise Service Fees and Rates set forth in the applicable SOWStatement of Work. 9.2 The Client shall be responsible for all sales, Tuppence Consulting value added, use and excise taxes, and any other similar taxes, duties, levies and charges of any kind imposed by any national or local governmental entity on any amounts payable by the Client hereunder; provided, that, in no event shall invoice the Customer Client pay or be responsible for any taxes imposed on, or with respect to, CereCore’s income, revenues, gross receipts, personnel or real or personal property or other assets. 9.3 The consideration for any supply made under any Statement of Work is exclusive of any value added taxes, equivalent or successor taxes which are due in relation to such supply, which will be payable in addition to that consideration in the manner and at the rate prescribed by the law from time to time, subject to receipt by the Client of an invoice. 9.4 Where the Services are provided on a time and materials basis, the Service Fees and Rates payable for the Services shall be calculated in accordance with CereCore’s daily and/or hourly fee rates set forth in the applicable Statement of Work. 9.5 Where Services are provided at for a fixed price, the completion total Service Fees and Rates for the Services shall be the amount set out in the applicable Statement of Work. 9.6 The Client agrees to reimburse CereCore for all reasonable travel and out-of-pocket expenses incurred by CereCore in connection with the performance of the works. All Fees (excluding those described in Section 4.4) are Service. 9.7 CereCore shall issue invoices to the Client, and the Client shall pay all properly invoiced amounts due and payable within 30 days of the invoice date, except for Fees that the Customer disputes in good faith for reasons articulated in writing by the Customer to CereCore within thirty (30) days after receiving from the date of invoice (or such invoice. 4.2. All Consulting Services will be provided on either a time and materials or fixed-fee basis, other period as indicated agreed in the applicable SOW or Quotation. Each SOW providing for time and materials based Fees will contain a detailed estimate Statement of such time and materials necessary for performance of Consulting Services (“Quotation”Work). Tuppence Consulting The Client shall make such payments to the following bank account (or such other bank account as may be agreed by the Parties in accordance with clause 21.9) in the currency as stipulated on the relevant invoice: BANK: Barclays Bank ACCOUNT NAME: CereCore International LLP ACCOUNT NUMBER: ▇▇▇▇▇▇▇▇ SORT CODE: 20 74 71 IBAN: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 9.8 If the Client disputes any part of an invoice issued by CereCore under a Statement of Work, the Client must notify CereCore or its Affiliates in writing no later than ten (10) days prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item, failing which the Client will make a commercially reasonable effort to provide such Consulting Services within such Quotation, up to the number of hours agreed to by the Partiesfull payment in accordance with clause 9.7. Tuppence Consulting will make a reasonable effort to notify the Customer as soon as practicable if it appears that Quotation may be exceeded. Upon receiving such amended Quotation, the Customer will assess, and accept or reject the amended Quotation. Unless the Customer rejects such amended Quotation within five (5) days of delivery, such amended Quotation Amounts not so disputed shall be deemed accepted by the Customer and the Customer shall be liable for paid, notwithstanding disputes on other items. The Parties shall seek to resolve all Fees associated such disputes expeditiously and in good faith and in accordance with Consulting Services delivered in reliance on such amended Quotation. Where the Customer has opted for a fixed-fee engagement, this will be subject to a percentage based payment schedule as indicated in the applicable SOW or Quotationclause 18. 4.3. The 9.9 Should the Client fail or refuse to make any payment due to CereCore within the required timeframe as set out under this Framework Agreement, CereCore may: 9.9.1 charge, from the date such payment was due until the date paid, interest on any such unpaid amounts at a rate which is the lower of: (i) three percent (3%) per annum over the base rate of Barclays Bank PLC from time to time, or (ii) the maximum amount permitted under Law; and 9.9.2 suspend performance of Consulting all Services may be subject to a retainer to be paid until payment has been made in advance by the Customer upon execution and delivery of the SOW. Such retainer will be applied against Fees which become payable by the Customer pursuant to this Agreement. Tuppence Consulting may refuse to perform Consulting Services unless and until such retainer is paid to Tuppence Consultingfull, except for any amount disputed in good faith in accordance with clause 9.8.

Fees; Payment Terms. 4.1. The Customer will shall pay Tuppence Consulting to Apptoto in immediately available funds, the applicable subscription and other fees to provide in the Consulting Services amount in US dollars and timing as detailed specified in the subscription or described in a SOW order form for the plan Customer elects (the “Fees”). Unless agreed upon otherwise The Fees can be found here: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/plans. The Fees, and any fees for any additional services, or subscription extensions which may be purchased hereunder, are exclusive of all applicable taxes, duties or other governmental assessments, including without limitation VAT, which are the responsibility of Customer. If Apptoto has agreed, in the applicable SOWits sole discretion, Tuppence Consulting shall to invoice the Customer for the Services provided at the completion of the works. All reoccurring subscription or other Fees, all Fees (excluding those described will be stated in Section 4.4) are United States dollars and shall be due and payable within 30 days of the following invoice date, except for Fees that the Customer disputes in good faith for reasons articulated date unless otherwise specified therein or agreed upon in writing by the Customer within thirty (30) days after receiving such invoice. 4.2parties. All Consulting Services will be provided on either a time and materials or fixed-fee basis, as indicated in the applicable SOW or Quotation. Each SOW providing for time and materials based Fees will contain a detailed estimate of such time and materials necessary for performance of Consulting Services (“Quotation”). Tuppence Consulting will make a commercially reasonable effort to provide such Consulting Services within such Quotation, up to the number of hours agreed to by the Parties. Tuppence Consulting will make a reasonable effort to notify the Customer as soon as practicable if it appears that Quotation may be exceeded. Upon receiving such amended Quotation, the Customer will assess, and accept or reject the amended Quotation. Unless the Customer rejects such amended Quotation within five (5) days of delivery, such amended Quotation Late payments shall be deemed accepted by the Customer and the Customer shall be liable for all Fees associated with Consulting Services delivered in reliance on such amended Quotation. Where the Customer has opted for a fixed-fee engagement, this will be subject to a percentage based payment schedule as indicated in service charge equal to the applicable SOW lesser of, 1.5% per month or Quotation. 4.3the maximum amount allowed by law, with respect to the overdue amount. The performance of Apptoto will not raise the Fees during the subscription period unless otherwise mutually agreed (or if the Customer elects to subscribe to additional Software or purchase additional Consulting Services Services). Renewal subscription terms may be subject to a retainer Fee increase and Apptoto will notify Customer of such increase prior to the start of the renewal term (either by written notice or by posting the current Fee schedule on Apptoto’s website). During any free trial period, Customer shall be paid in advance responsible for any purchases and surcharges incurred using Customer’s account. For all reoccurring subscription Fees, Customer hereby authorizes Apptoto to submit transactions to Customer’s financial institution using the credit card or other account information entered into our Software. If such payment method fails, you authorize us to charge any other payment method you have on file with us. Customer authorizes and directs us to retain your credit card and payment information associated with your account. Customer agrees to keep all billing information, including all credit card information, up-to-date. You will be responsible for accrued but unpaid charges, even if your account is canceled by you or terminated by us. Further, Customer may elect to include certain upgrade or overage subscription Fees for use of the Software outside of the selected subscription plan. If such election is made by the Customer, Customer’s authorization to submit transactions to Customer’s financial institution extends to such upgrade and overage changes. Customer upon execution shall contract Apptoto prior to the next billing cycle associated with the subscription plan to cancel any recurring charge, including any upgrade or overage Fees. Subject to applicable law, Customer is responsible for all charges incurred under Customer’s account, including applicable taxes, fees, surcharges, and delivery purchases made by Customer, anyone Customer allows to use Customer’s account or anyone who gains access to your account as a result of the SOWyour failure to safeguard your username, password, or other authentication credentials. Such retainer If Customer wishes to dispute any amount or unauthorized transaction, please contact use at ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇. Apptoto will issue a credit according to its Refund Policy, available here: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/refunds. All other refunds shall be applied against Fees which become payable by the Customer pursuant to this Agreement. Tuppence Consulting may refuse to perform Consulting Services unless and until such retainer is paid to Tuppence Consultingat Apptoto’s sole discretion.

Fees; Payment Terms. 4.1. The Customer will shall pay Tuppence Consulting to Apptoto in immediately available funds, the applicable subscription and other fees to provide in the Consulting Services amount in US dollars and timing as detailed specified in the subscription or described in a SOW order form for the plan Customer elects (the “Fees”). Unless agreed upon otherwise The Fees can be found here: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/plans. The Fees, and any fees for any additional services, or subscription extensions which may be purchased hereunder, are exclusive of all applicable taxes, duties or other governmental assessments, including without limitation VAT, which are the responsibility of Customer. If Apptoto has agreed, in the applicable SOWits sole discretion, Tuppence Consulting shall to invoice the Customer for the Services provided at the completion of the works. All reoccurring subscription or other Fees, all Fees (excluding those described will be stated in Section 4.4) are United States dollars and shall be due and payable within 30 days of the following invoice date, except for Fees that the Customer disputes in good faith for reasons articulated date unless otherwise specified therein or agreed upon in writing by the Customer within thirty (30) days after receiving such invoice. 4.2parties. All Consulting Services will be provided on either a time and materials or fixed-fee basis, as indicated in the applicable SOW or Quotation. Each SOW providing for time and materials based Fees will contain a detailed estimate of such time and materials necessary for performance of Consulting Services (“Quotation”). Tuppence Consulting will make a commercially reasonable effort to provide such Consulting Services within such Quotation, up to the number of hours agreed to by the Parties. Tuppence Consulting will make a reasonable effort to notify the Customer as soon as practicable if it appears that Quotation may be exceeded. Upon receiving such amended Quotation, the Customer will assess, and accept or reject the amended Quotation. Unless the Customer rejects such amended Quotation within five (5) days of delivery, such amended Quotation Late payments shall be deemed accepted by the Customer and the Customer shall be liable for all Fees associated with Consulting Services delivered in reliance on such amended Quotation. Where the Customer has opted for a fixed-fee engagement, this will be subject to a percentage based payment schedule as indicated in service charge equal to the applicable SOW lesser of, 1.5% per month or Quotation. 4.3the maximum amount allowed by law, with respect to the overdue amount. The performance of Apptoto will not raise the Fees during the subscription period unless otherwise mutually agreed (or if the Customer elects to subscribe to additional Software or purchase additional Consulting Services Services). Renewal subscription terms may be subject to a retainer Fee increase and Apptoto will notify Customer of such increase prior to the start of the renewal term (either by written notice or by posting the current Fee schedule on Apptoto’s website). During any free trial period, Customer shall be paid in advance responsible for any purchases and surcharges incurred using Customer’s account. 4.2. For all reoccurring subscription Fees, Customer hereby authorizes Apptoto to submit transactions to Customer’s financial institution using the credit card or other account information entered into our Software. If such payment method fails, you authorize us to charge any other payment method you have on file with us. Customer authorizes and directs us to retain your credit card and payment information associated with your account. Customer agrees to keep all billing information, including all credit card information, up-to-date. You will be responsible for accrued but unpaid charges, even if your account is canceled by you or terminated by us. Further, Customer may elect to include certain upgrade or overage subscription Fees for use of the Software outside of the selected subscription plan. If such election is made by the Customer, Customer’s authorization to submit transactions to Customer’s financial institution extends to such upgrade and overage changes. Customer upon execution shall contract Apptoto prior to the next billing cycle associated with the subscription plan to cancel any recurring charge, including any upgrade or overage Fees. Subject to applicable law, Customer is responsible for all charges incurred under Customer’s account, including applicable taxes, fees, surcharges, and delivery purchases made by Customer, anyone Customer allows to use Customer’s account or anyone who gains access to your account as a result of the SOWyour failure to safeguard your username, password, or other authentication credentials. Such retainer If Customer wishes to dispute any amount or unauthorized transaction, please contact use at ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇. Apptoto will issue a credit according to its Refund Policy, available here: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/refunds. All other refunds shall be applied against Fees which become payable by the Customer pursuant to this Agreement. Tuppence Consulting may refuse to perform Consulting Services unless and until such retainer is paid to Tuppence Consultingat Apptoto’s sole discretion.

Fees; Payment Terms. 4.1. The Customer will pay Tuppence Consulting to Scholastic, for each Subscription Period, the fees to provide and other amounts for the Consulting Services Licensed Products as detailed or described in a SOW set forth on the applicable Order (the “Fees”). Unless agreed upon otherwise in Customer may be asked to supply certain relevant information, such as a credit card number and its expiration date and billing address. CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT TO USE ANY CREDIT CARD OR OTHER PAYMENT METHOD SUBMITTED IN CONNECTION WITH THIS AGREEMENT. By submitting such information, Customer grants to Scholastic the applicable SOW, Tuppence Consulting shall invoice the Customer for the Services provided at the completion of the works. All Fees (excluding those described in Section 4.4) are due and payable within 30 days of the invoice date, except for Fees that the Customer disputes in good faith for reasons articulated in writing by the Customer within thirty (30) days after receiving such invoice. 4.2. All Consulting Services will be provided on either a time and materials or fixed-fee basis, as indicated in the applicable SOW or Quotation. Each SOW providing for time and materials based Fees will contain a detailed estimate of such time and materials necessary for performance of Consulting Services (“Quotation”). Tuppence Consulting will make a commercially reasonable effort right to provide such Consulting Services within such Quotation, up information to third parties for purposes of facilitating payment. Verification of information may be required prior to the number acknowledgment or completion of hours agreed any transaction. Customer agrees to pay all charges incurred by or on behalf of Customer in connection with this Agreement. With respect to any renewal of a Subscription Period, Scholastic may increase the PartiesFees and other charges, or add new fees or charges, upon advance notice (which may include notice posted on the Site). Tuppence Consulting will make a reasonable effort In addition, Customer is responsible for any taxes applicable to notify the Customer as soon as practicable if it appears that Quotation may be exceededtransactions in connection with this Agreement. Upon receiving such amended Quotation, the Customer will assess, Refunds and accept or reject the amended Quotation. Unless the Customer rejects such amended Quotation within five (5) days of delivery, such amended Quotation shall be deemed accepted by the Customer and the Customer shall be liable for all Fees associated with Consulting Services delivered in reliance on such amended Quotation. Where the Customer has opted for a fixed-fee engagement, this exchanges will be subject to a percentage based payment schedule the terms and conditions of this Agreement and Scholastic’s applicable refund and exchange practices, as indicated in the applicable SOW or Quotationdetermined by Scholastic from time to time. IF CUSTOMER PAYS ANY FEES BY CREDIT OR DEBIT CARD AND THE ORDER INDICATES THAT A LICENSE IS SUBJECT TO AUTOMATIC RENEWAL, THEN THE SUBSCRIPTION PERIOD FOR SUCH LICENSE WILL RENEW AUTOMATICALLY FOR AN ADDITIONAL SUBSCRIPTION PERIOD EQUAL TO THE DURATION OF THE ORIGINAL SUBSCRIPTION PERIOD (FOR EXAMPLE, IF THE ORIGINAL SUBSCRIPTION PERIOD IS ANNUAL, IT WILL BE AUTOMATICALLY RENEWED FOR ANOTHER ONE-YEAR TERM AT THE END OF THE CURRENT SUBSCRIPTION PERIOD), UNLESS TERMINATED BY SCHOLASTIC OR UNTIL CUSTOMER NOTIFIES SCHOLASTIC BY TELEPHONE, MAIL OR E-MAIL (SCHOLASTIC’S RECEIPT OF WHICH MUST BE CONFIRMED BY SCHOLASTIC VIA E-MAIL) OF HIS OR HER DECISION TO TERMINATE THE SUBSCRIPTION TO THE APPLICABLE LICENSED PRODUCT(S). SCHOLASTIC WILL AUTOMATICALLY CHARGE CUSTOMER’S ACCOUNT UPON RENEWAL OF A SUBSCRIPTION PERIOD AT THE RATE FOR SUCH SUBSCRIPTION PERIOD THEN IN EFFECT, AS POSTED ON THE SITE. THE FEES WILL BE BILLED AUTOMATICALLY TO CUSTOMER’S CREDIT OR DEBIT CARD AT THE START OF THE APPLICABLE SUBSCRIPTION PERIOD, INCLUDING AT THE START OF EACH RENEWAL SUBSCRIPTION PERIOD, UNLESS CUSTOMER TERMINATES HIS OR HER SUBSCRIPTION TO THE APPLICABLE LICENSED PRODUCT(S) BEFORE THE RELEVANT SUBSCRIPTION PERIOD BEGINS. IF CUSTOMER HAS AN ANNUAL OR BIANNUAL SUBSCRIPTION PERIOD SUBJECT TO AUTO-RENEWAL, SCHOLASTIC WILL NOTIFY CUSTOMER OF SUCH SUBSCRIPTION PERIOD’S PENDING AUTO RENEWAL PRIOR TO THE DATE OF SUCH RENEWAL, OR AS OTHERWISE REQUIRED BY LAW. CUSTOMER MUST CANCEL HIS OR HER SUBSCRIPTION TO THE APPLICABLE LICENSED PRODUCT(S) BEFORE THE SUBSCRIPTION PERIOD RENEWS IN ORDER TO AVOID BILLING OF THE FEES FOR SUCH RENEWAL SUBSCRIPTION PERIOD TO CUSTOMER’S CREDIT OR DEBIT CARD. CUSTOMER MAY CONTACT SCHOLASTIC’S CUSTOMER SERVICE AT ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇. 4.3. The performance of Consulting Services may be subject to a retainer to be paid in advance by the Customer upon execution and delivery of the SOW. Such retainer will be applied against Fees which become payable by the Customer pursuant to this Agreement. Tuppence Consulting may refuse to perform Consulting Services unless and until such retainer is paid to Tuppence Consulting▇▇▇ OR 1-800- SCHOLASTIC.