Last updated: 20 July 2020
1.1 These terms. The terms of these annual service level subscriptions (CMS Subscriptions) are part of the Terms and Conditions and apply to you as a user of the CMS. CMS Subscriptions currently offered are Platinum, Gold, Silver and Bronze. You should read these terms together with the Master Terms and other applicable documents within the Terms and Conditions.
2.1 Defined terms.
CMS Subscription Fee means the fees that apply to your CMS Subscription.
CMS Subscription Specification means the features, support and service management offered at each CMS Subscription level as shown in the Itarmi Platform.
CMS Subscription Upgrade means an increase in your CMS Subscription or subscription to additional features or products.
2.2 Other defined terms. Certain words and expressions used in these CMS Subscription terms are defined in the Master Terms.
3.1 Scope. You acknowledge and agree that each CMS Subscription sets out the services offered, which shall not include services not specified in the CMS Subscription or any Assignments.
3.2 Term. Your CMS Subscription shall start on the date on which you select it and shall continue in force for a period of 12 months from that date.
3.3 Upgrades. If you request a CMS Subscription Upgrade, we may approve or decline your request in our absolute discretion.
3.4 Trial access. If we give you free access to a CMS Subscription or to grant you a CMS Subscription Upgrade without a corresponding increase in your CMS Subscription Fee, in either case on a temporary or trial basis, the access or CMS Subscription Upgrade will be revocable by us at any time without notice.
3.5 Downgrades. You acknowledge and agree that you are not entitled to downgrade your CMS Subscription, but we may consent to this in our absolute discretion.
3.6 Updates to CMS Subscription terms. You acknowledge and agree that we may unilaterally vary the CMS Subscriptions terms with immediate effect; provided that:
3.6.1 we shall notify you when we make any material changes; if you do not agree to the updated terms, you must notify us in writing within thirty (30) days of being notified. If you give us this notice, your existing CMS Subscription shall continue to be governed by the terms before the update for the remainder of your current CMS Subscription term. On renewal, the updated Terms and Conditions will apply; and
3.6.2 change to your payment terms (including your CMS Subscription Fee) shall only apply to you on renewal of your CMS Subscription or if you upgrade your CMS Subscription, unless otherwise agreed by the parties in writing.
4.1 Applicable fee. The CMS Subscription Fee for your CMS Subscription is set out in the Itarmi Platform (incorporated by reference into these terms), or as otherwise agreed in writing.
4.2 Annual payment option. If you pay your CMS Subscription Fee on an annual basis, the annual fee shall be payable in full within ten (10) days of the start of your CMS Subscription.
4.3 Monthly payment option. If you pay your CMS Subscription Fee on a monthly basis, the monthly fee shall be payable as follows: (i) pro rata monthly amount, within five (5) days of the start of your CMS Subscription, and (ii) in full on the first day of each subsequent month (and pro rata for the final month if your CMS Subscription is not renewed).
4.4 Fees on renewal. Our then current standard CMS Subscription Fee shall apply on renewal of your CMS Subscription.
4.5 Fees on upgrade. If you pay your CMS Subscription Fee on an annual basis, any additional fees applicable to a CMS Subscription Upgrade shall be payable within five (5) days of us notifying you of the amount due. If you pay on an annual basis, we shall notify you of your re-calculated monthly payments and these revised payments shall apply immediately.
4.6 Credit balance. No arrangements in relation to credit balances that we may, in our absolute discretion, decide to offer you shall limit or restrict our rights to recover amounts payable to us. We may withdraw or restrict any credit balance at any time without liability.
5.1 Auto-renewal. Your CMS Subscription shall automatically renew for a further 12-month period without either party being required to give a renewal notice, unless you give us written notice to terminate before the end of the CMS Subscription.
5.2 Cancellation on renewal. The full amount of the CMS Subscription Fee shall be payable on renewal; provided that you may give us written notice to terminate within the first thirty (30) days of a renewal of your CMS Subscription, in which case, you shall only be liable to pay: (i) as an annual payer, one-twelfth of your pre-renewal CMS Subscription Fee, or (ii) as a monthly payer, your pre-renewal monthly fee for one month).
5.3 Payment on early termination. If you pay your CMS Subscription Fee on a monthly basis and you terminate your CMS Subscription before its expiry and not within the first thirty (30) days of a renewal, all remaining monthly payments of your CMS Subscription Fee shall be payable within five (5) days of early termination.
END OF CMS SUBSCRIPTION TERMS
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