Pricing and Billing Terms

Pricing and Billing Terms

These Pricing and Billing Terms ("Pricing Terms") govern the commercial and billing aspects of Visdum’s subscription services and professional services. These Pricing Terms are incorporated by reference into, and form part of, the Master Service Agreement ("MSA") and any applicable Order Form.

In the event of a conflict, the Order Form shall prevail, followed by these Pricing Terms, and then the MSA.

1. Subscription Fees and Term

1.1 Subscription Commencement

Subscription fees commence on the subscription start date specified in the applicable Order Form ("Subscription Start Date"), regardless of implementation status, go-live status, or active usage.

1.2 Basis of Subscription Pricing

Subscription fees are based on licensed users, modules, data volumes, or other entitlements specified in the Order Form. Subscription fees are not based on actual usage of the platform.

1.3 Access and Availability

The subscription is considered active once platform access credentials are provisioned or made available to the Customer, whether or not such access has been fully utilized.

2. Platform and Professional Services Fees

2.1 Implementation Fees

Implementation, onboarding, or setup fees are one-time, non-refundable fees covering configuration, enablement, training, and related professional services, as described in the Order Form or applicable Statement of Work.

2.2 Parallel Execution

Implementation services may be performed in parallel with the subscription term and do not delay, suspend, or defer subscription billing unless expressly stated otherwise in the Order Form.

2.3 Customer Dependencies

Implementation timelines are dependent on the timely provision of requirements, data, approvals, and cooperation from the Customer. Delays caused by incomplete, inaccurate, or delayed Customer inputs do not pause, defer, or suspend subscription billing.

3. Billing and Payment

3.1 Invoicing

Visdum will issue invoices in accordance with the billing schedule set forth in the applicable Order Form.

3.2 Payment Terms

All invoices are payable in accordance with the payment terms specified in the Order Form, without setoff, counterclaim, or deduction, unless expressly agreed in writing by Visdum.

3.3 Taxes

All fees are exclusive of applicable taxes, duties, or levies, which shall be borne by the Customer, except for taxes on Visdum’s net income.

4. Delayed Go-Live and Commercial Adjustments

4.1 No Automatic Waiver

Delays in implementation completion, go-live, or active usage do not automatically entitle the Customer to any waiver, refund, suspension, or deferral of subscription fees.

4.2 Discretionary Credits

At Visdum’s sole discretion and on a case-by-case basis, Visdum may offer a service credit or commercial adjustment to account for delayed go-live. Any such adjustment:

• Must be agreed in writing
• Does not constitute a precedent
• Does not amend the Subscription Start Date or subscription term
• Does not modify the applicable Order Form unless expressly stated

5. Non-Refundability

Except as expressly stated in the MSA or applicable Order Form:

• Subscription fees are non-cancellable and non-refundable
• Implementation and professional services fees are non-refundable once invoiced

6. Changes to Pricing Terms

Visdum may update these Pricing Terms from time to time. Any updates will apply prospectively and will not affect existing Order Forms unless expressly agreed in writing by both parties.

7. Billing Questions and Disputes

Any questions or disputes relating to an invoice must be raised by the Customer in writing within ten (10) days from the invoice date.

If the Customer does not notify Visdum in writing of a dispute within this ten (10) day period, the invoice shall be deemed final, accurate, and accepted, and the Customer shall be obligated to pay the invoiced amount in full in accordance with the applicable payment terms.

Raising a dispute does not suspend or delay the obligation to pay any undisputed portion of the invoice.