Fees. Customer shall pay to Tratta the fees and charges for the Services (the “Fees”) set forth in the applicable Order in accordance with any payment terms set forth therein and these Terms of Service. Such fees may include subscription fees, platform fees, transaction fees (which may vary depending on whether or not you are using Tratta or a third party for payment processing), third party charges for any portion of the Services that are being provided through third parties and other charges.
Third Party Reseller Payments for Customer. If any of the Services are obtained by Customer through a third party reseller or other intermediary who is paying the applicable Fees to Tratta on Customer’s behalf, Customer shall not owe such Fees to Tratta hereunder. However, Customer shall remain obligated to pay Tratta any Fees due or payable for Services that are not being paid by such third party.
Fee Changes. For any Renewal Term (as defined in Section 4 below), Tratta may in its sole discretion introduce new fees applicable to the Services, or increase or otherwise modify any of the existing Fees (including any Fees or other charges on the Order), provided that Tratta gives Customer written notice of any such additional fees or Fee increases at least 30 days prior to the end of the Initial Term, or 15 days prior to the end of the then-current Renewal Term. If Tratta does not provide notice to Customer pursuant to this Section 3.5(c), then the Fees applicable to the Initial Term or immediately prior Renewal Term, as applicable, will continue to apply to the subsequent Renewal Term. Notwithstanding the foregoing, any Fees based on third party charges may be increased commensurate with any increase in such third party charges at any time such third party charges are increased.
Payment Terms and Billing Dates. Except to the extent otherwise provided in the applicable Order or in these Terms of Service, Fees shall be paid on a monthly basis within thirty (30) days after the end of each month or, for invoiced Fees, within thirty (30) days after the date of Tratta’s invoice therefor. The Fees for each Billing Month (as defined below) will be due and payable on the first day of the next Billing Month (“Billing Date”) based on applicable Fees and charges incurred or accrued for such previous Billing Month (except to the extent of any Fees designated by Tratta in the Order or otherwise in writing to be paid in advance, which such payments shall be due and payable on the first day of such Billing Month). All payment notifications will be sent directly to Customer via Customers billing email provided by Customer. “Billing Month” means the monthly period starting on the Effective Date (and the corresponding date of each calendar month thereafter) and ending on the corresponding date of the next calendar month. If you purchase a domain name through Tratta, domain registration will be preset to automatically renew each year so long as your Tratta Account remains active. You acknowledge that it is your sole responsibility to deactivate the Auto-renewal function should you choose to do so. Except as may be otherwise expressly specified in the applicable Order, all Fees hereunder are non-creditable, non-cancelable and non-refundable.
Method of Payment - Authorized Bank Account. In order to access and use the Services, Customer must keep a valid bank account on file with Tratta (“Authorized Bank”). Tratta will charge the Authorized Bank for any one-time, non-recurring charges applicable to the Platform(s) or Services, including but not limited to one-time fees for any Setup, Implementation, Training, Consulting, Apps, Domain Names and Themes purchased by a Platform, and Tratta will charge all other applicable Fees to the Authorized Bank in accordance with Section 3.5(d) above. The method of payment may be changed upon the mutual agreement of the parties.
Applicable Currency. Unless the parties agree otherwise, all Fees and other charges will be calculated in U.S. dollars, and all payments shall be in U.S. dollars (“Applicable Currency”). If any of the Platform(s) process transactions in a currency other than the Applicable Currency, then for the purposes of calculating any applicable Fees based on such transactions, the monetary value in the Applicable Currency of each transaction will be determined using the currency conversion rate in effect at the time that such transaction is processed by the Platform.
Taxes. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, use, value added and other taxes, duties, fees or governmental charges now in force or enacted in the future (collectively, “Taxes”). Customer shall, in addition to the other amounts payable under this Terms of Service, pay all applicable Taxes, however designated, which are levied or imposed by reason of the transactions contemplated by this Terms of Service or Customer’s subscription or access to or use of the Services, excluding only taxes based on Tratta’s net income. Customer agrees to indemnify, defend, and hold Tratta, its officers, directors, consultants, employees, successors and assigns harmless from all claims and liability arising from Customer’s failure to report or pay any such Taxes.
For the avoidance of doubt, all sums payable by you to Tratta under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever, including for Taxes. Other than Taxes charged by Tratta to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority and you shall pay such additional amounts as may be required so that, after all such deductions and withholdings, Tratta receives the full amount of Fees due hereunder. Tratta shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Bank.
To the extent that Tratta charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Bank. If you are exempt from payment of such Taxes or other applicable Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Tratta of your exemption. If you are not charged Taxes by Tratta, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
Disputed Charges. It is Customer’s responsibility to review all invoices for accuracy. Failure by Customer to dispute any Fees or other charges within 30 days of the applicable Billing Date or, if applicable, invoice date, will constitute Customer’s agreement that the invoiced Fees and other applicable charges are valid and a waiver of any claims Customer may have had regarding such Fees or charges.
Unpaid Fees. If Tratta is not able to process payment of Fees using the Authorized Bank or Tratta otherwise fails to receive any Fees when due, Tratta may notify Customer. If after such notice to Customer, Tratta is still not able to process payment of Fees using the Authorized Bank (or does not otherwise receive such Fees within three days of such notice), then Tratta may suspend the Services and revoke Customer’s access to the administrative console for the Platform(s). Access will be reactivated upon payment of any outstanding Fees plus $50 per failed/late/returned attempt prior to the successful payment. During any period of suspension, Customer will not be able to access the administrative console for the Platform(s), and the online Platform(s) will not be accessible by users. If the outstanding Fees remain unpaid for 30 days following the date of suspension, Tratta reserves the right to terminate this Terms of Service. Any unpaid Fees (excluding amounts reasonably disputed by Customer in good faith) will bear interest at the rate of $25 or 2.5% per month (whichever is greater), or, if less, the highest rate permitted by applicable law. Customer shall pay all reasonable expenses (including attorney’s fees and court costs) incurred by Tratta in collecting unpaid Fees, excluding amounts reasonably disputed by Customer in good faith.