Common use of Ordering and Payment Clause in Contracts

Ordering and Payment. 2.1 Cortex may grant you access to a password protected area of the Cortex website that contains certain sales, promotional and marketing information (“Reseller Portal”). You may order licence keys from Cortex by placing an order via the interface provided in the Reseller Portal or via any other means specified by Cortex from time to time. Cortex may in its sole and absolute discretion refuse any order for a licence key placed by you. The limitations on your use of the Reseller Portal are set out in paragraph 3 below. 2.2 As a Reseller, you are also permitted to renew licence keys on behalf of end users by placing an order via the Reseller Portal. Cortex reserves the right to renew licence keys directly with an end user where the end user contacts Cortex directly. 2.3 A licence key will be valid once it is issued to you. A licence key will, unless it is renewed, expire at the conclusion of the term of the licence as specified by Cortex on the date the licence key was issued. You will be responsible for collecting any corresponding payment from any end user to whom you resell a licence key. Cortex is under no obligation to deactivate any licence key which you have paid Cortex for, but which you have not in turn been paid for by the end user. Cortex is also under no obligation to transfer any licence key from you to an end user, from an end user back to you, or from one end user to any other end user. 2.4 The purchase price payable by you for each licence key shall be determined by Cortex in its sole discretion and unless otherwise separately agreed in writing between you and Cortex, may vary between each purchase of Software made by you. 2.5 You acknowledge that ▇▇▇▇▇▇ may rely on a third party billing provider for identifying and recording all purchases made by you in accordance with this Agreement. 2.6 You must pay the purchase price for each licence key ordered by you from Cortex prior to the supply of the licence key to you, or, where applicable, the renewal of the licence key, by Cortex. In some circumstances, ▇▇▇▇▇▇ may separately agree in writing to allow you to purchase licence keys on credit, in which case the following additional terms and conditions will apply: (a) any grant of credit is at ▇▇▇▇▇▇’s sole and absolute discretion. Cortex may withdraw or reinstate credit to you at any time at its discretion, with or without notice to you; (b) you agree that ▇▇▇▇▇▇ may obtain a consumer credit report containing information about you from a credit reporting agency for the purpose of assessing your application for credit; (c) you agree to ▇▇▇▇▇▇ obtaining personal information about you from other credit providers, whose names you may have provided for Cortex or that may be named in a credit report, for the purpose of assessing your application for credit made to Cortex; (▇) ▇▇▇▇▇▇ may impose credit limits from time to time for unpaid licence keys held by you. Cortex will not be under any obligation to fulfil a licence key order if the fulfilment of that order will place you above this limit. Cortex may in its discretion increase or decrease this credit limit at any time; (e) unless otherwise agreed in writing by Cortex, payments for licence keys ordered by you will be payable to Cortex on a calendar monthly basis within 15 days of the end of each calendar month (or any other period of credit separately agreed between you and Cortex in writing), irrespective of whether you have collected payment for the licence keys from the relevant end user; (f) ▇▇▇▇▇▇ may charge interest at a rate of 15% per annum on any payments found to be owed and not yet paid by the date they are due. Such interest will begin accruing from the date that the payment falls due and will be payable by you to Cortex on demand; and (g) without limiting any other rights that Cortex may have at law or under this Agreement, if Cortex does not receive payment from you in full for any licence keys ordered by the due date for payment, then Cortex may cancel those licence keys and/or suspend your access to the Reseller Portal and/or suspend the provision of software support to you under paragraph 6 below.

Ordering and Payment. 2.1 Cortex may grant you access to a password protected area of the Cortex website that contains certain sales, promotional and marketing information (“Reseller Portal”). You may order licence keys from Cortex by placing an order via the interface provided in the Reseller Portal or via any other means specified by Cortex from time to time. Cortex may in its sole and absolute discretion refuse any order for a licence key placed by you. The limitations on your use of the Reseller Portal are set out in paragraph 3 below. 2.2 As a Reseller, you are also permitted to renew licence keys on behalf of end users by placing an order via the Reseller Portal. Cortex reserves the right to renew licence keys directly with an end user where the end user contacts Cortex directly. 2.3 A licence key will be valid once it is issued to you. A licence key will, unless it is renewed, expire at the conclusion of the term of the licence as specified by Cortex on the date the licence key was issued. The licence key may also place certain limitations on the functionality of the Software, or its term of use, depending on the terms of the relevant ▇▇▇▇ and the type of licence key purchased. You will be responsible for collecting any corresponding payment from any end user to whom you resell a licence key. Cortex is under no obligation to deactivate any licence key which you have paid Cortex for, but which you have not in turn been paid for by the end user. Subject to the rights attaching to SAAS Licences, Cortex is also under no obligation to transfer any licence key from you to an end user, from an end user back to you, or from one end user to any other end user. 2.4 The purchase price payable by you for each licence key (or any change in Permitted Users of SAAS Licences) shall be determined by Cortex in its sole discretion and unless otherwise separately agreed in writing between you and Cortex, may vary between each purchase of Software made by you. 2.5 You acknowledge that ▇▇▇▇▇▇ may rely on a third party billing provider for identifying and recording all purchases made by you in accordance with this Agreement. 2.6 When you are approved by Cortex as a Reseller, Cortex will provide you with membership of its Reseller programme (“Reseller Membership”) and may require you to make a payment for your membership. The Reseller Membership provides you with your on-line Reseller account where you can order products at a discount to their recommended retail price, track orders and payments and manage licence keys. The payment you make for your Reseller Membership is non-refundable, but will be credited by ▇▇▇▇▇▇ against your future purchases of licence keys. This credit however will expire if you do not make any purchases of licence keys from your Reseller account for a continuous period of 12 months or more. 2.7 You must pay the purchase price for each licence key ordered by you from Cortex prior to the supply of the licence key to you, or, where applicable, the renewal of the licence key, by Cortex. Subject to clause 2.8 below, Cortex will require you, at the time you become a Reseller, to provide Cortex with your credit card details which you then agree to Cortex charging each time you make a purchase from Cortex. 2.8 In some circumstances, ▇▇▇▇▇▇ may separately agree in writing to allow you to purchase licence keys on credit, in which case the following additional terms and conditions will apply: (a) any grant of credit is at ▇▇▇▇▇▇’s sole and absolute discretion. Cortex may withdraw or reinstate credit to you at any time at its discretion, with or without notice to you; (b) you agree that ▇▇▇▇▇▇ may obtain a consumer credit report containing information about you from a credit reporting agency for the purpose of assessing your application for credit; (c) you agree to ▇▇▇▇▇▇ obtaining personal information about you from other credit providers, whose names you may have provided for Cortex or that may be named in a credit report, for the purpose of assessing your application for credit made to Cortex; (▇) ▇▇▇▇▇▇ may impose credit limits from time to time for unpaid licence keys held by you. Cortex will not be under any obligation to fulfil a licence key order if the fulfilment of that order will place you above this limit. Cortex may in its discretion increase or decrease this credit limit at any time; (e) unless otherwise agreed in writing by Cortex, payments for licence keys ordered by you will be payable to Cortex on a calendar monthly basis within 15 days of the end of each calendar month (or any other period of credit separately agreed between you and Cortex in writing), irrespective of whether you have collected payment for the licence keys from the relevant end user; (f) ▇▇▇▇▇▇ may charge interest at a rate of 15% per annum on any payments found to be owed and not yet paid by the date they are due. Such interest will begin accruing from the date that the payment falls due and will be payable by you to Cortex on demand; and (g) Cortex may outsource the collection of the amount owed and not yet paid on your account to an agency or law firm. Any costs accrued in the collection of the amount owed and not paid will added to the overall amount owed and be payable on demand; and (h) without limiting any other rights that Cortex may have at law or under this Agreement, if Cortex does not receive payment from you in full for any licence keys ordered by the due date for payment, then Cortex may cancel those licence keys and/or suspend your access to the Reseller Portal and/or suspend the provision of software support to you under paragraph 6 below.