Common use of Minimum Volume Clause in Contracts

Minimum Volume. (a) Skype agrees to notify PayPal in writing when it has met the Minimum Volume, including evidence of the same (“Minimum Volume Notice”). Upon receipt of the Minimum Volume Notice, PayPal will notify Skype within 5 Business Days whether it agrees or disagrees that Skype has met the Minimum Volume (“Minimum Volume Response Notice”). (b) If PayPal has issued a Minimum Volume Response Notice to Skype that agrees that Skype has met the Minimum Volume, then for a period commencing on the date such notice is issued until the end of the applicable Quarter, Skype warrants and undertakes to maintain at least the Minimum Volume (“Initial Minimum Volume Period”). If PayPal, based on evidence, believes that the Minimum Volume is not being met during the Initial Minimum Volume Period, then PayPal will issue a further Minimum Volume Response Notice to Skype setting out that PayPal disagrees that the Minimum Volume has been met. Upon issue of such notice, the Initial Minimum Volume Period shall be deemed not to have commenced. (c) If PayPal issues a Minimum Volume Response Notice which provides that PayPal disagrees that Skype has met the Minimum Volume and this is not accepted by Skype, then the parties agree to resolve any dispute in accordance with the dispute resolution procedure set out in clause 13.30 and in the case of PayPal, it may elect (alternatively or concurrently) to carry out an audit as set out in clause 2.4(g). (d) Subject to clause 2.4(f) and provided that the conditions set out in clause 2.3 have been met; if PayPal has issued a Minimum Volume Response Notice agreeing that the Minimum Volume has been met, and the issue of whether the Minimum Volume has been met is not being disputed, Skype will be liable to, and will pay PayPal the Special Pricing fees as amended by the Special FX Pricing fees on and from the first day following the expiry of the Initial Minimum Volume Period. (e) Upon the expiry of each Quarter following the Initial Minimum Volume Period, Skype will issue a Minimum Volume Notice to PayPal setting out whether or not it has continued to maintain the Minimum Volume during that relevant Quarter (“Quarterly Minimum Volume Notice”). Skype will not be entitled to receive the Special Pricing as amended by the Special FX Pricing if it fails to deliver the Quarterly Minimum Volume Notice. (f) Upon receipt of the Quarterly Minimum Volume Notice, PayPal will notify Skype within 5 Business Days with a Minimum Volume Response Notice. If the conditions in 2.4(d) continue to be met, then Skype will continue to be liable to, and will pay PayPal the Special Pricing fees as amended by the Special FX Pricing fees. If the conditions in 2.4(d) are not met, subject to clause 2.2 (Skype maintaining its compliance with the Presentation Requirements), Skype will be liable to, and will pay PayPal the Special Pricing fees. (g) If Skype claim that the Minimum Volume is being met in order to receive preferential pricing under this Agreement, Skype shall permit PayPal (or its duly authorised representatives) during the term of this Agreement, to audit Skype’s procedures, controls, records and/or performance to satisfy PayPal that Skype is complying with the Minimum Volume. The parties agree to in good faith as soon as reasonably practicable after the Effective Date a plan setting out the audit procedures that are required to be performed to carry out such an audit to the benefit of both parties. Skype agree to co-operate in any such audit on reasonable request, provided that any valid and reasonably incurred expenses incurred by Skype shall be re-imbursed by PayPal (except where PayPal uncovers a 5% deviation in the required Minimum Volume commitment and either Skype’s compliance with such Minimum Volume or the Initial Minimum Volume Notice or Quarterly Minimum Volume Notice (as the case may be) (in which case, the valid and reasonably incurred expenses incurred by PayPal in respect of the relevant audit shall be paid by Skype)). Each person conducting or participating in such audit shall be required to sign a non-disclosure agreement in such reasonable form as is agreed by the parties and shall have access only to such records as may directly relate to this Agreement. (h) Nothing in this Agreement shall prohibit Skype to utilise PayPal Website Payments Pro in an amount greater than the Minimum Volume. Skype undertakes that it shall use PayPal Website Payments Pro in relation to a representative section of the total transactions it carries out and shall not seek to use PayPal Website Payments Pro solely or predominately for specific types of transactions which would or might reasonably be expected to expose PayPal to an increased risk of Chargebacks, fraud or card scheme fees or fines.

Minimum Volume. (a) Skype agrees to notify PayPal in writing when it has met the Minimum Volume, including evidence of the same (“Minimum Volume Notice”). Upon receipt of the Minimum Volume Notice, PayPal will notify Skype within 5 Business Days whether it PAYPAL PAYMENT PROCESSING AGREEMENT PAGE 3 agrees or disagrees that Skype has met the Minimum Volume (“Minimum Volume Response Notice”). (b) If PayPal has issued a Minimum Volume Response Notice to Skype that agrees that Skype has met the Minimum Volume, then for a period commencing on the date such notice is issued until the end of the applicable Quarter, Skype warrants and undertakes to maintain at least the Minimum Volume (“Initial Minimum Volume Period”). If PayPal, based on evidence, believes that the Minimum Volume is not being met during the Initial Minimum Volume Period, then PayPal will issue a further Minimum Volume Response Notice to Skype setting out that PayPal disagrees that the Minimum Volume has been met. Upon issue of such notice, the Initial Minimum Volume Period shall be deemed not to have commenced. (c) If PayPal issues a Minimum Volume Response Notice which provides that PayPal disagrees that Skype has met the Minimum Volume and this is not accepted by Skype, then the parties agree to resolve any dispute in accordance with the dispute resolution procedure set out in clause 13.30 and in the case of PayPal, it may elect (alternatively or concurrently) to carry out an audit as set out in clause 2.4(g). (d) Subject to clause 2.4(f) and provided that the conditions set out in clause 2.3 have been met; if PayPal has issued a Minimum Volume Response Notice agreeing that the Minimum Volume has been met, and the issue of whether the Minimum Volume has been met is not being disputed, Skype will be liable to, and will pay PayPal the Special Pricing fees as amended by the Special FX Pricing fees on and from the first day following the expiry of the Initial Minimum Volume Period. (e) Upon the expiry of each Quarter following the Initial Minimum Volume Period, Skype will issue a Minimum Volume Notice to PayPal setting out whether or not it has continued to maintain the Minimum Volume during that relevant Quarter (“Quarterly Minimum Volume Notice”). Skype will not be entitled to receive the Special Pricing as amended by the Special FX Pricing if it fails to deliver the Quarterly Minimum Volume Notice. (f) Upon receipt of the Quarterly Minimum Volume Notice, PayPal will notify Skype within 5 Business Days with a Minimum Volume Response Notice. If the conditions in 2.4(d) continue to be met, then Skype will continue to be liable to, and will pay PayPal the Special Pricing fees as amended by the Special FX Pricing fees. If the conditions in 2.4(d) are not met, subject to clause 2.2 (Skype maintaining its compliance with the Presentation Requirements), Skype will be liable to, and will pay PayPal the Special Pricing fees. (g) If Skype claim that the Minimum Volume is being met in order to receive preferential pricing under this Agreement, Skype shall permit PayPal (or its duly authorised representatives) during the term of this Agreement, to audit Skype’s procedures, controls, records and/or performance to satisfy PayPal that Skype is complying with the Minimum Volume. The parties agree to in good faith as soon as reasonably practicable after the Effective Date a plan setting out the audit procedures that are required to be performed to carry out such an audit to the benefit of both parties. Skype agree to co-operate in any such audit on reasonable request, provided that any valid and reasonably incurred expenses incurred by Skype shall be re-imbursed by PayPal (except where PayPal uncovers a 5% deviation in the required Minimum Volume commitment and either Skype’s compliance with such Minimum Volume or the Initial Minimum Volume Notice or Quarterly Minimum Volume Notice (as the case may be) (in which case, the valid and reasonably incurred expenses incurred by PayPal in respect of the relevant audit shall be paid by Skype)). Each person conducting or participating in such audit shall be required to sign a non-disclosure PAYPAL PAYMENT PROCESSING AGREEMENT PAGE 4 agreement in such reasonable form as is agreed by the parties and shall have access only to such records as may directly relate to this Agreement. (h) Nothing in this Agreement shall prohibit Skype to utilise PayPal Website Payments Pro in an amount greater than the Minimum Volume. Skype undertakes that it shall use PayPal Website Payments Pro in relation to a representative section of the total transactions it carries out and shall not seek to use PayPal Website Payments Pro solely or predominately for specific types of transactions which would or might reasonably be expected to expose PayPal to an increased risk of Chargebacks, fraud or card scheme fees or fines.