Atlassian Customer Agreement

These terms of service describe the rights and obligations of the User and the Supplier in connection with the Service and form an essential part of a binding contract between them (capitalised words used in this introduction, including the words “User”, “Supplier” and “Service”, are defined below in section 1.1). If you are reading this text, there is a good chance that you may be about to become, or perhaps already are, a User. So please do consider these terms carefully as they are likely to affect your rights and obligations.

If you wish to enjoy the Service as a consumer, i.e., a natural person (an individual) acting for purposes outside his or her trade, business, craft or profession, then please pay particular attention to section 3.1 and articles 4 and 20. You are also advised that, before proceeding to create an account, you should study the documentation pertaining to the Service (links to which are provided below under the definition of “Documentation”) and consider carefully whether the Service is likely to meet your requirements, for a consumer’s right to withdraw from this contract and the right to withdraw from subscriptions are excluded under article 4.

You should bear in mind that, even though certain subscriptions may be available free of charge, the more feature-rich Service Plans are always paid. This means that placing an order for a Service Plan often entails an obligation to pay. Please consult the Documentation prior to ordering anything and, when you do place an order, pay attention to the information displayed upon each step of the procedure to be certain that what you are ordering is indeed what you desire and that the terms presented are acceptable.

If you are not of legal age (which is likely to be the case if you are under 18) or otherwise do not possess full active legal capacity, then the Service is not for you (see section 3.2).

If you are associated with a patent assertion entity (also known as a patent troll), please see section 3.3.

If you are entering into this Agreement on behalf of a company, organization or another legal entity, you are agreeing to this Agreement for that entity and representing to Supplier that you have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “Customer,” “Organization Owner“ or a related capitalized term herein shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this Agreement, you must not use or authorize any use of the Services.

Should you find anything in these Terms that you do not agree with, please do not use any of the Features, close your User Account and remove all Software and other items forming part of the Service from your systems, devices, storage media and repositories.

Regardless of your purposes and whether you agree with the Terms, please consider the Supplier’s Privacy Policy (https://toggl.com/legal/track/privacy). This document describes how, when and why the Supplier collects information about individuals (including but not limited to customers), how and for what purposes these personal data are processed, who processes them and what rights the individuals have in connection with the data concerning them.

1.1. The following terms, when capitalised, shall have the meanings ascribed to them below:

“Agreement” — the contract between the Parties, comprising the Terms, the Privacy Policy, the Security Policy, the Sub-processor List, the EU Data Act Addendum, the Documentation, and such other terms concerning the Service as the Parties may agree to;

“Beta Feature” — a component, property or an aspect of the Service that has not been made commercially available or released to Users other than the ones who have voluntarily opted to participate in beta testing;

“Beta Terms” — Beta Testing Terms of Service, available at https://toggl.com/legal/track/beta/;

“Beta Testing User” — a User who has voluntarily opted to participate in beta testing following the terms and conditions set out in Beta Terms;

“Customer” — anyone other than the Supplier that has a User Account. Each Customer is also a User (i.e., a particular type of User) and, unless the context otherwise requires, should interpret the term “Customer” as referring specifically to him;

“Data Subject” — any natural person (individual) to whom any of the Relevant Data relate;

“Documentation” — the meaning of this term is twofold: (a) where Service usage is concerned (i.e., in the technical and operational context), it means the current technical documentation and user guidance pertaining to the Software, as published and periodically updated on the Supplier’s Software-dedicated website or as the Supplier may otherwise from time to time provide, including particularly Software support and knowledge base articles (https://support.toggl.com), API documentation (https://developers.track.toggl.com/) and notes on integrations (https://www.toggl.com/track/integrations); (b) in the commercial context (i.e., where prices, billing or payment are concerned) it means the current information on the prices of Service Plans and the methods of their calculation and payment, as published and periodically updated here: https://toggl.com/track/pricing/, or as the Supplier may otherwise from time to time provide;

“DPA” — the data processing agreement;

“EU Data Act Addendum” — the addendum to these Terms setting out the rights of the Customer and the obligations of the Supplier in relation to data portability, switching of service providers, transparency, and data deletion, to the extent required under Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonised rules on fair access to and use of data and amending Regulation (EU) 2017/2394 and Directive (EU) 2020/1828 (Data Act);

“Feature” — a component, property or an aspect of the Service;

“GDPR” — Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);

“Guest User” — anyone besides the Customer and the Supplier that accesses the Customer’s User Account, including particularly anyone whose respective access has been authorised or caused (whether knowingly or not) by the Customer;

“Intellectual Property” — any and all trademarks, service marks, domain names and business names, brands, rights pertaining to inventions, designs, databases and proprietary information (including, without limitation, trade secrets and know-how), patents, copyrights (including both economic as well as moral rights) and any and all other items treated as intellectual property or rights thereof under applicable law;

“Organization” — a logical space in the Service user environment to which all the Customer’s Workspaces are assigned;

“Organization Data” — the data that are stored or otherwise processed in, through or by means of a given Organization, including all such User Data;

“Organization Owner” — the Customer having ultimate responsibility for a given Organization, its contents and all activities (including all data processing) performed in, through or by means of that Organization and Organization(s) assigned to that Organization. Organization Owner is also referred to as the “Owner” in these Terms.

“Party” — each of the User and the Supplier (collectively, “the Parties”);

“Personal Data” — any information relating to an identified or identifiable natural person (individual). This term has the same meaning as ‘personal data’ under the GDPR;

“Privacy Policy” — the Supplier’s privacy policy, available at https://toggl.com/legal/track/privacy/;

“Relevant Data” — Personal Data that form part of Organization Data;

“Representative” — anyone who represents the User upon his entry into the Agreement or in any transaction related hereto (e.g., ordering or terminating a Service Plan or amending or terminating the Agreement);

“Security Policy” — the Supplier’s external policy in regard to security and data protection measures, available at https://toggl.com/legal/security/;

“Service” — depending on the context, either: (a) the Supplier’s providing (i) the Software and/or (ii) one or more resources or other benefits for use in conjunction with the Software and/or (iii) technical support services concerning the foregoing; or (b) the above items collectively, any of them separately or any combination of any of them, notwithstanding that the item(s) in question may not consist in a service (as, e.g., in the case of locally installable Software);

“Service Plan” — a subscription, on the terms hereof, to a particular set of Features offered by the Supplier. A Service Plan may but need not have a specific name, such as, for example, “Free”, “Starter”, “Premium” or “Enterprise”. The significance of such names, if any, is explained in the Documentation, as are other differences between Service Plans (such as which Features a given Service Plan includes, what are the main characteristics of these Features, the prices of Service Plans and, if relevant, the technical aspects in which Service Plans vary, e.g., in terms of their compatibility with third-party items). A Service Plan is required for each Organization and each Organization does come with a Service Plan. It is possible to switch from one Service Plan to another, thereby adding or removing Features in relation to the Organization;

“Software” — the Supplier’s time tracking software (currently branded Toggl) and such other Supplier-developed computer programs as the Supplier may make available in conjunction therewith, including such patches, updates, upgrades, other modifications and replacements thereof as the Supplier may from time to time provide. Each of the foregoing may take the form of an on-demand service, a local installation or a combination thereof;

“Sub-processor” — a third party engaged by the Supplier to process Relevant Data in connection with the Service;

“Sub-processor List” — a list of third parties (sub-processors) who, under their arrangements with the Supplier, may process Relevant Data in connection with the Service. This list is periodically updated and currently available here: https://toggl.com/legal/track/sub-processors;

“Subscriber” — in relation to each Service Plan, the Customer to whom the Service Plan belongs (which usually means the Customer who ordered the Service Plan unless the same has transferred to another Customer, if permitted hereunder);

“Supplier” — either (a) Toggl OÜ, an Estonian private limited company, registered number 11346813, established and doing business at Toggl OÜ, Tornimäe 5, 2nd floor, Tallinn 10145, Estonia, email toggl[at]toggl.com, or (b) Toggl Inc, a Delaware corporation, file number 5675394, established and doing business at Suite 403-A, 1013 Centre Road, Wilmington, DE 19805, USA, email toggl[at]toggl.com, as determined under article 2 of the Terms separately with respect to (α) the Agreement in so far as it does not concern any Service Plan specifically or the User acting as an Organization Owner; (β) the Parties’ relationship in the context of a particular Service Plan; and (γ) the Parties’ relationship in the context of the User acting as an Organization Owner;

“Terms” — these terms of service, including the DPA;

“User” — anyone other than the Supplier that downloads, saves, installs, uses, accesses, interacts with, or is the recipient of the Service or possesses or controls, directly or indirectly, any item that forms part of the Service, including, without limitation: (a) the Customer; (b) anyone who performs any of the above acts on the Customer’s behalf or through his User Account, whether authorised to do so or not; (c) anyone who accesses a resource (e.g., visits a web page or retrieves a file, information or other object) that is located on the Service or forms a part thereof; (d) anyone with a copy of any Software. Each User should interpret this term as referring specifically to him unless the context otherwise requires;

“User Account” — a Service user account whose purpose is to allow its holder to use one or more Features (i.e., enjoy the end-user benefits thereof);

“User Data” — any data, including Personal Data, that a User processes (e.g., collects, enters, records, stores, alters, arranges, deletes, uses, transmits, discloses or makes available) through a User Account or otherwise by means of the Service;

“Workspace” — a logical space in the Service user environment where one or more Customers may use the Features available to them and store User Data, as further described in the Documentation;

1.2. In these Terms: (a) the words “herein”, “hereto”, “hereof”, “hereunder”, “hereby” and “herewith” refer to the Agreement; (b) words denoting a gender or genders are to be construed as referring to all genders appropriate in the context; and (c) save where the context clearly otherwise determines, the word “item” means any legal object, i.e., anything tangible or intangible (including any electronic object and any right or other benefit) that is capable of being the object of a right, duty or a capacity.

1.3. This Agreement constitutes the entire contract between the Parties relating to the subject matter hereof, superseding all prior agreements and understandings of the Parties concerning that matter. If any provision of the Agreement conflicts with any Service-related information provided elsewhere, the provision in the Agreement shall prevail.

1.4. The Agreement is the complete and exclusive statement of the Parties’ agreement regarding the Service. Any terms or conditions proposed by the User (including any general terms and conditions) or contained in, referenced by, or attached to any purchase order, order confirmation, acceptance, correspondence, click-through, or other document or URL shall have no force or effect and are hereby rejected, even if the Supplier has not expressly objected to them or has performed under the Agreement, unless and only to the extent the Parties have individually negotiated and expressly agreed in a written instrument that (i) is executed by both Parties (or agreed through the Service’s designated click-accept workflow), (ii) identifies the specific third-party terms being incorporated, and (iii) states that they amend this Agreement. In the event of such an individually negotiated amendment, the amendment will prevail over this Agreement solely to the limited extent of any direct conflict. Any purchase order numbers provided by the User are for administrative or invoicing purposes only and do not modify the Agreement.

2.1 The identity of the Supplier, i.e., which of the entities specified under the definition of “Supplier” the User is contracting with, depends on the type of User and the User’s domicile or, upon ordering a paid Service Plan, the domicile of the party paying for the Service Plan, and is determined separately with respect to:

(a) the Agreement in so far as it does not concern any Service Plan specifically or the User acting as an Organization Owner;

(b) the Agreement in relation to each Service Plan specifically, i.e., the Parties’ relationship in the context of a particular Service Plan; and

(c) the Agreement in so far as it concerns the rights and obligations of the User as an Organization Owner and the Supplier’s corresponding rights and obligations (including their respective rights and obligations under the DPA), i.e., the Parties’ relationship in the context of the User acting as an Organization Owner.

2.2 A separate Agreement shall form under each of subsections 2.1(a), 2.1(b) and 2.1(c) as follows:

(a) where the User, or, in the case of subsection 2.1(b), the person or entity paying for the Service Plan, is domiciled in the United States of America (U.S.), the relevant Agreement shall form between the User and Toggl Inc as the Supplier;

(b) where the User, or, in the case of subsection 2.1(b), the person or entity paying for the Service Plan, is domiciled in any jurisdiction other than the U.S. or his domicile cannot be determined, the relevant Agreement shall form between the User and Toggl OÜ as the Supplier.

2.3 Consequently, most Users will have more than one Agreement and the identity of the Supplier in those Agreements may but need not be the same. Specifically, as per the rules under sections 2.1 and 2.2:

(a) each User shall have an Agreement under subsection 2.1(a) with the Toggl entity that corresponds to his domicile according to section 2.2.

The Agreement referenced in the first paragraph of this subsection: (α) shall be effective upon the earlier of (i) the party to be identified as the User consenting to the Terms, whether explicitly or impliedly, with implied consent being deemed to have been given by the performance of any of the acts mentioned in the definition of “User”, and (ii) the said party becoming identifiable by any of the characteristics used in these Terms to define a User or a Customer (except the attribute “other than the Supplier”); (β) is for an indefinite term, continuing in force until terminated pursuant to its terms or on statutory grounds, except that certain of its provisions (as identified herein) will survive any termination hereof;

(b) the Subscriber and any User who enjoys any of the benefits of a Service Plan in relation to which he is not the Subscriber shall, as respects the given Service Plan, have an Agreement under subsection 2.1(b) with (i) the Toggl entity corresponding to the Subscriber’s domicile, in the case of a free Service Plan, or (ii) in the case of a paid Service Plan, the Toggl entity corresponding to the domicile of the payer.

The Agreement referenced in the first paragraph of this subsection: (α) between the Supplier and the Subscriber shall be effective upon the Supplier’s acceptance of the order for the Service Plan, whether explicitly or impliedly, with implied acceptance being deemed to have been given by making the relevant Features available; (β) between the Supplier and a User other than the Subscriber shall be effective upon any of the Service Plan’s benefits becoming available to the User; and, in either case (γ) shall terminate upon (i) a new Agreement being made between the Supplier and a Subscriber under subsection 2.1(b) in relation to the Organization concerned, i.e., where the Service Plan pertaining to the Organization is replaced by another, (ii) the expiry of the Service Plan, (iii) the User ceasing to be a member of the Organization (in which event the Agreement in question will only terminate in respect of the particular User), (iv) the Organization being closed, or (v) the party paying for the Service Plan being replaced by another whose domicile, if the Agreement were made anew with him as the payer, would, as per point (b)(ii) above, cause the same to form with a Toggl entity other than the current Supplier, or the existing payer’s domicile being changed respectively; (δ) where point (γ)(v) applies, a new Agreement under subsection 2.1(b) shall automatically form with the Toggl entity corresponding to the new domicile of the payer;

(c) the Organization Owner shall always have an Agreement under subsection 2.1(c) with the Toggl entity having issued the Service Plan then-effective in relation to the given Organization, i.e., each time that the Organization becomes subject to an Agreement between the Supplier and a Subscriber under subsections 2.1(b) and 2.3(b) a new Agreement under subsection 2.1(c) shall form between the Organization Owner and the respective Toggl entity, with the Owner’s previous Agreement under that subsection terminating respectively (and such re-establishment of contract having no effect on the Service).

2.4 A separate contract is always formed between the Supplier and each User. No User is party to, or a third-party beneficiary or a protected or otherwise interested third party under, another User’s contract with the Supplier, or can raise any claim based on or in connection with that contract.

2.5 The Supplier’s undertakings with regard to the Service are to the Customer only and no one else may demand, or shall rely on, the Supplier’s performance of its respective obligations (or any other obligation that the Supplier may have under its Agreement with the Customer).

3.1 The Service is for business users, to be enjoyed as a workplace tool. It is not intended for personal or household use or any other consumer application. Any natural person (individual) wishing to use any of the Features for a purpose unrelated to his trade, business, craft or profession must, before obtaining a Service Plan for the respective Feature(s), notify the Supplier that he wishes to use the Service as a consumer. The User’s failure to provide such notice will, to the maximum extent permitted by law, result in the following: (a) the User not being able to rely on being a consumer, i.e., he shall be deemed to have waived the respective right; (b) no consumer law applying to the Parties’ relations; and (c) the User forfeiting any and all consumer rights hereunder, including particularly, if applicable, the right to withdraw from the Agreement and the Service Plan in question.

3.2 As far as natural persons are concerned, the Service is only intended for those who have full active legal capacity. Such capacity is usually attained by becoming of legal age (the age of majority), which commonly occurs at the age of 18. Individuals whose active legal capacity is restricted are also restricted from being Users and must not perform any of the acts mentioned in the definition of “User”. The Customer must ensure that any natural person whom he causes to become a User (e.g., by causing the person to access the Customer’s User Account or a resource that is located on or forms a part of the Service) has full active legal capacity. Also, each natural-person User and Representative shall, by having assumed the respective role (explicitly or impliedly), be deemed to have represented to the Supplier that he is, and, in the Representative’s case, that both he and the User are, at least 18 years old and capable of entering into contracts. The above representation is deemed to be made every time that the person causes himself (and, in the Representative’s case, when he causes the User) to be exposed to the Service.

3.3 Patent assertion entities (also referred to as non-practicing entities or patent trolls), meaning persons or entities that derive or seek to derive a substantial part of their revenue from the offensive assertion of patent or other intellectual property rights, are generally restricted from being Users and shall not enjoy any of the rights that a Customer is intended to have hereunder, except as otherwise provided in the following part of this section. A patent assertion entity and anyone acting on behalf, on the instructions or for the benefit of, or directly or indirectly controlling, being controlled by, or under common control with, such an entity is prohibited from being a User and must not perform any of the acts mentioned in the definition of “User”, save upon the Supplier’s prior, explicit and informed consent and the respective person or entity having given such undertakings and assurances as the Supplier reasonably may request.

4.1 The User hereby requests that the Supplier’s performance of the Agreement commence immediately and that the benefits to which the User is entitled hereunder, including, where applicable, the Features authorised under his Service Plan(s), be made available to him immediately. The User acknowledges and agrees that by making the above requests he loses the right (if any) to withdraw from the Agreement and, where applicable, the right to withdraw from the Service Plan(s) in question.

The User further requests that the Features to be authorised under any future Service Plan he may obtain be made available to him immediately upon the Service Plan’s commencement. The User acknowledges and agrees that by requesting this (and the respective Features becoming available to him) he loses the right, if any, to withdraw from the Service Plan.

5.1. Subject to the terms set forth herein, the Supplier grants to the below Party, and the latter accepts, the following limited, non-exclusive and restrictedly-transferable right:

(a) to the Subscriber — the right to use, during the term of his Service Plan, the Features available under that Service Plan;

(b) to the Customer — the right to access and use his User Account during the term hereof in a manner and by such means as consistent with the Service Plans whose benefits he is entitled to enjoy;

(c) to the User having a complete end user copy of a Software product — the right to install, store and use the respective Software copy during the term hereof on a device for which it is intended.

Each of the above rights shall be exercised solely for the respective Party’s own internal legitimate purposes and none of these rights shall be sublicensed, assigned, encumbered or otherwise disposed of, save if and to the extent otherwise permitted under section 22.1.

5.2. A User who enjoys the benefits of a Service Plan in relation to which he is not the Subscriber shall, in the context of that Service Plan, be deemed to be a sub-licensee of the Subscriber. For the avoidance of doubt, the benefits of a Service Plan do not include the rights of an Organization Owner. The rights and obligations attaching to the Owner’s role cannot be sublicensed or delegated (but they are restrictedly-transferable).

5.3. The Service is intended for normal end use, respecting the rights, freedoms and legitimate interests of others, and may only be accessed through the interfaces that the Supplier has provided or authorised therefor.

5.4. Where Documentation is available concerning a particular Feature, the Feature should be used in accordance with that Documentation.

5.5. Reproduction of the Software by persons other than the Supplier is only allowed for the purposes of Software installation and backup, and only to the extent that such reproduction is necessary for using the Software in accordance with this Agreement.

5.6. As between the Parties, all Service-related Intellectual Property shall vest in, and is retained by, the Supplier. The User shall not acquire any right thereto or otherwise in connection with the Service, except for the limited rights of use expressly set forth in this Agreement.

5.7. Certain Service Plans may be offered free of charge or at a reduced rate and are intended primarily for use by individual users, such as freelancers. To uphold the principle of fair use, the creation of multiple Organizations or Workspaces by or on behalf of the same company, entity, business, or related parties for the purpose of circumventing payment obligations is expressly prohibited. The Supplier reserves the right, in its sole and absolute discretion, to assess whether such actions constitute an abuse of the applicable Service Plan and to take any necessary remedial action, including, but not limited to, merging, limiting, restricting, suspending, or terminating the affected Organizations or Workspaces, or requiring the Customer to upgrade to a different Service Plan.

6.1. The Supplier will use commercially reasonable efforts to provide the Subscriber with the benefit of all Features authorised under his Service Plan.

6.2. The level of Service to which the Customer is entitled (including the nature, scope, availability, means of accessing and providing and other particulars of the Supplier’s Software-related technical support services) may depend on the Service Plan chosen. The Documentation explains in more detail the effects that the selection of a Service Plan can have on the Service.

6.3. Unless otherwise provided in the Documentation or specifically agreed between the Customer and the Supplier: (a) the Customer may contact the Supplier for technical support at the email address specified in the definition of “Supplier” or by using such error reporting or customer feedback features as may be available via the Service; (b) the Supplier aims to respond to support requests within 24 business hours and endeavours to resolve Software errors and Service defects within reasonable time but makes no commitment as to how quickly support will be provided or such matters will be resolved.

6.4. The User acknowledges and agrees that:

(a) the Service (i) has not been designed to meet his specific requirements, (ii) may from time to time suffer interruptions and be occasionally unavailable, (iii) has and will continue to have certain bugs and vulnerabilities, and (iv) should not be relied upon in inherently dangerous circumstances;

(b) the Software, the Service and anything offered or delivered as a part of, in conjunction with, or by means of any Feature is provided on an “as is” and “as available” basis;

(c) his selection of a Service Plan and use of any of the Features are at his own risk, as are his exposure to, down- and uploading of, as well as transmission, receipt, storage, possession, disclosure and other handling of data, computer programs, software code or other items through or due to the Service.

6.5. The Service may provide links, references or access to third-party websites, resources or services and the latter may provide the same with respect to the Service. The Supplier is not responsible for the existence or qualities (including the availability, reliability and security) of such external sites, resources or services, does not endorse them and shall not be liable for any loss, damage, expenses or other undesirable consequences attributable thereto.

6.6. The Supplier has no obligation to enhance, modify or replace any part of the Service, or continue developing or releasing new versions thereof.

6.7. The Supplier may: (a) discontinue the Service or cease providing the same to any Customer on a month’s notice; (b) cease providing the Service to any User other than a Customer without notice; (c) suspend or restrict access to the Service for anyone whose payment hereunder is overdue more than 6 days or whose use of the Service conflicts with the Agreement; (d) suspend, limit or terminate the availability of Features in relation to an Organization whose properties do not conform to its then-current Service Plan (e.g., if there are more members in the Organization than the Service Plan allows) or replace that Service Plan with one to which the Organization conforms; (e) suspend, limit or delete Workspaces that are considered inactive (in accordance with the Documentation) on a month’s notice; (f) suspend performance under the Agreement in whole or in part with immediate effect if legally required to do so; and (g) suspend, limit, terminate, or merge any Workspaces or Organizations that violate the intended scope of their Service Plan, including but not limited to cases where multiple Workspaces or Organizations have been created by or for the same company, entity, business, or related parties to circumvent usage limitations or payment obligations. The Supplier reserves the right to assess, at its sole discretion, whether the creation of multiple Workspaces or Organizations constitutes an attempt to evade subscription requirements and to take corrective action accordingly.

7.1. Anyone who orders a Service Plan or permits or causes one to be ordered on his behalf is deemed to have agreed to and accepted liability for the payment of all fees and charges associated with the Service Plan, and consented to the same being calculated, billed, revised and adjusted according to the rules that the Supplier has established therefor (as described in this Agreement and the Documentation). The same applies to anyone who permits or causes himself to be designated as a payer for a Service Plan (e.g., by allowing another User to specify him as such upon ordering a Service Plan) or otherwise assumes responsibility for incurring Service Plan related fees and charges.

7.2. Unless otherwise specifically agreed: (a) Service Plan subscription fees for any billing period will be determined on a single Organization, number of members in the Organization and a monthly amount per Organization member basis, i.e., for each Service Plan: a specified monthly amount per Organization member multiplied by the number of members in the Organization to which the Service Plan pertains multiplied by the number of months in the billing period applying to the Service Plan (e.g., if the monthly charge per Organization member is $9, the Organization has five members and the billing period is one year, then the subscription fee for that billing period will be $9*5*12=$540); (b) the billing cycle in relation to a Service Plan is either monthly or annual (as chosen upon subscription), starting on the day the Service Plan commences or, if a free trial period applies, on the day immediately following the trial; (c) payment for the Service Plan is due in advance by the first day of the relevant billing period.

7.3. Payments for a Service Plan shall be in the agreed currency, using a payment method acceptable to the Supplier (which, unless otherwise specified in the Documentation, includes credit card, PayPal and wire transfer).

7.4. The Supplier may vary the fees, rates and the billing cycle applicable to the Customer’s Service Plan upon a month’s notice. If the Customer does not agree with the respective change(s), his sole remedy shall be to cancel the Agreement or the Service Plan in question, with failure to do so signifying his agreement to the change(s).

7.5. The Supplier’s fees are non-refundable. For instance: (a) if the Agreement or a Service Plan is terminated or varied mid-billing period, the Customer will not be entitled to any refund (including any partial refund) as concerns that billing period; (b) payments attributable to future billing periods will not be refunded unless otherwise explicitly agreed.

7.6. Upon on an upgrade or a downgrade from one paid Service Plan to another the amounts that the Customer prepaid for the original Service Plan (i.e., the credit remaining on the relevant subscription) will be applied against the amounts payable for the new Service Plan.

7.7. The Supplier’s fees and rates are exclusive of value added, sales, withholding taxes, and other public dues (except for those based on the Supplier’s income), save where the Supplier has otherwise explicitly stated. The User shall be solely responsible for all public dues that may be levied on his purchase, receipt, import, export, use or enjoyment of anything provided hereunder.

7.8. All sums owed to the Supplier must be paid in full, without deducting any currency conversion or payment-related charges.

7.9. The User acknowledges that: (a) his payments are handled by third-party service providers; (b) the Supplier is not responsible for these parties or their services and has no liability as concerns payment processing; (c) late payment may result in the suspension of Service, restriction of access to certain or all of the Features or the termination of the Agreement.

7.10. The Supplier may, in its absolute discretion, charge interest on overdue amounts at either 18% per annum or the relevant statutory rate, whichever it elects.