Fees, Expenses and Payment Terms
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What are Fees, Expenses and Payment Terms ?
Refers to the specific financial obligations agreed upon between a client and a service provider or seller. This includes the cost of services or products (fees), any additional costs incurred during the performance of services (expenses), and the agreed-upon schedule or method for submitting payments (payment terms). Payment terms also outline the due dates, accepted payment methods, late fees, and any penalties for failure to pay within the agreed timeframe. These terms ensure both parties understand the financial aspects of their agreement.
Effective Date: 01, Mar 2024
Service Fees.
As full and complete consideration for Consultant's performance of the Services and all other obligations under this Agreement, Client shall pay Consultant the fixed, non-refundable service fees set forth in Exhibit A (the "Service Fees") of your contract. The Service Fees are based on the value of the overall engagement and Consultant's reservation of time and resources to perform the Services, not on any hourly or other time-based metric . Upon the Effective Date, Client shall be unconditionally liable to Consultant for the total Service Fees, without regard to Client's use or non-use of the Services. Client acknowledges that the Service Fees are fully earned by Consultant upon execution of this Agreement and are payable in all circumstances, including Client's unilateral decision not to proceed with the project or early termination of this Agreement for any reason (other than Consultant's uncured material breach)
Monthly Invoicing.
Solely as an accommodation to Client, Consultant agrees to invoice the Service Fees in equal monthly installments as set forth in Exhibit A (each, a "Monthly Installment") of your contract. Consultant shall invoice Client for each Monthly Installment on the 1st day of the applicable month during the Term. Client shall pay each invoice within 3 days of receipt. For the avoidance of doubt, Monthly Installments are not discrete fees for Services performed in any given month, but merely a mechanism for Client to pay its pre-existing liability for the total Service Fees over time. Client's obligation to pay the full Service Fees is a guaranteed, unconditional promise that is absolute and independent of any other right or obligation in this Agreement. Notwithstanding any other provision hereof, Client shall not be entitled to withhold, offset, reduce or defer payment of the Service Fees or any portion thereof for any reason
Timely Payment.
The ability to make payments in installments rather than in advance is a courtesy provided by Consultant, not a right of Client. To the fullest extent permitted by applicable law, Client waives any right to withhold, offset or deduct any portion of the Monthly Fee or other amounts owed to Consultant under this Agreement. If any payment due to Consultant is not received by the applicable due date, it shall accrue interest at a rate of 3.5% per month (or the highest rate allowed by applicable law, if lower).
Early Termination Fee.
In the event Client terminates this Agreement for any reason other than Consultant's uncured material breach pursuant to Section 4 of your contract, Client shall pay Consultant an early termination fee equal to 6 months of the Monthly Fee (the "Early Termination Fee"). The Early Termination Fee shall be paid within 3 of the effective date of termination and is in addition to all other fees and expenses incurred through such date.
Expenses.
Client shall reimburse Consultant for reasonable pre-approved out-of-pocket expenses incurred in performing the Services. Consultant shall submit receipts or other reasonable documentation for any expense over $10,000. Consultant shall invoice Client for reimbursable expenses on a weekly basis and payment shall be due within 3 days of Client's receipt of each invoice.
Fee Reversals and Chargebacks
No Refunds.
All fees paid to Intenovate Inc. are non-refundable under any circumstances, except solely to the extent required by applicable law. Client acknowledges that Intenovate Inc. will incur significant costs and expenses in performing the Services and that the strict no refund policy is a material inducement for Intenovate Inc. to enter into any agreement for services.
Invalid Chargebacks.
Any chargeback, reversal, refund request or similar action initiated by Client, any Guarantor, or any third party with respect to fees paid to Intenovate Inc. or purchases made by Intenovate Inc. on behalf of Client shall be invalid and constitute an immediate breach of the Services Agreement. Intenovate Inc. shall have the right to dispute, oppose and recover any such chargeback, reversal or refund through all available means, not limited to charging a "chargeback fee".
Lost/Stolen Payment Method.
If any payment method provided by Client is reported as lost, stolen or compromised, Client must notify Consultant in writing within 24 hours and promptly provide a replacement valid payment method. Failure to timely notify Consultant and provide a valid replacement shall constitute a material breach of this Agreement. Consultant shall have the ongoing right to use any payment method on file for Client's account until Client properly notifies Consultant otherwise in writing and provides a valid substitute .
Frozen Accounts.
If Client asserts that its accounts payable to Consultant or are utilized by Consultant on behalf of Client are frozen or suspended for any reason (other than pursuant to a bankruptcy court order), such freezing or suspension shall constitute an immediate breach of this Agreement. Client must promptly provide a valid alternate payment method to satisfy its obligations. No account freeze or suspension shall excuse or delay Client's payment obligations.
Unauthorized Reversals.
Any attempt by Client to reverse, chargeback or refund amounts duly charged by Consultant on Client's behalf pursuant to this Agreement shall constitute a material breach. Client hereby ratifies Consultant's authority to make all charges contemplated by this Agreement using payment methods provided by Client. Any assertion by Client that Consultant lacked proper authorization to charge Client as provided in this Agreement shall be false and constitute an additional material breach.
Liability for Breaches.
In addition to constituting a material breach, any violation by Client or Guarantor of the Section 11 of the Services Contract shall result in Client's liability to Consultant for: (i) the full amount of any chargeback, reversal, refund or uncharged Services fee PLUS a 25% penalty; (ii) interest on all unpaid amounts at 4.5% per month or the maximum rate permitted by applicable law, whichever is greater, compounded monthly; (iii) all costs and expenses incurred by Consultant in enforcing its rights and remedies, including reasonable attorney fees and collection agency fees; and (iv) any additional damages incurred by Consultant arising from Client's breach. Client and Guarantor shall fully indemnify, defend and hold harmless Consultant and its representatives from any third party claims, damages, losses, liabilities, costs or expenses arising from or related to any breach of Section 11 of the Services Agreement, including damage to Consultant's accounts or reputation.
Requests, issues, and suggestions
These Policies and other legal notices, are subject to change at the discretion of Intenovate Inc. Updates will be posted periodically, and users are encouraged to review them regularly. Previous versions of these documents may be available via archive or upon written request.
If you wish to request information about specific terms, previous versions of the Policy, or need assistance with any legal matter, please send your request in writing to our legal team at:
Stephanie Mitchell
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