BMATCH LIMITED 6064150 NZBN: 9429042480068

Welcome to BusinessMatch, an Internet based platform operated by BMatch Limited, a company registered in New Zealand NZBN: 9429042480068 and also in England and Wales under number 09783394 whose registered address is Firth, Torbay, Auckland 0630 New Zealand and The Little Priory, Mill Street, Prestbury, Gloucestershire GL52 3BQ UK (“we”, “us”, “our” or “BM”) which brings together your expertise and our Customers’ brands. These terms and conditions (the “Terms”), together with our Privacy and Cookie Policy at http://businessmatch.global/privacyandcookiepolicy, govern our relationship with you and your participation in our platform.

By clicking “I Agree,” you agree that:

(a)            you have read and accept these Terms, and that you agree to be legally bound by them on your own behalf and on behalf of the organisation (if any) named on your account set up form; and

(b)            you represent and warrant that you are of legal age to enter into a binding contract and that, if you are entering this agreement on behalf of an organisation, you have the right and authority to bind the organisation to these Terms. Further you agree to not share or divulge any projects, processes, customer information or any other information to any other 3rd party from any BM source, including but not limited to the BM site, BM electronic communications, BM phone calls.

If you do not accept these Terms, please do not use our site: you will not be able to submit Pitches. If you do not agree to these Terms, BM will not and does not license you to use the BM Site or any of the services available via the BM Site and you should immediately cease any such use. BM reserves the right to make changes to these Terms at any time. Please read these Terms each time you submit a Pitch as they are subject to change. Your continued use of the platform thereafter constitutes your acceptance of the changed terms.

  1. DEFINITIONS

1.1.         In these Terms:

“BM Site” means the domain www.businessmatch.global and any subdomains

and subdomains BM may operate from time to time and includes the platform ;

“BM Terms” means these Terms;

“Brief” means, in relation to each Project submitted by Customers, a description of the Project and the Customer’s requirements made available by us on the platform ;

“Business Day” means any day which is not a public holiday or a Saturday or Sunday in New Zealand, England or Wales;

“Conditions of Access” means the conditions of access set out at http://businessmatch.global/termsandconditions;

“Confidential Information” means all information disclosed by one party to the other (whether before or after the date these Terms are entered into) which is marked as or has been otherwise indicated to be confidential, which derives value to a party from being confidential or which would be regarded as confidential by a reasonable business person, save to the extent that such information:

(i)              is already in the public domain at the time of disclosure; or

(ii)           enters the public domain other than by a breach of any obligation of confidentiality;

(iii)           consists of the Project, the Brief and the Pitch each of which BM shall be permitted to upload to the BM Site and to discuss with the Customer and Provider;

“Content” means materials, in any format, submitted by Customers or Providers to the platform ;

“Control” means the right to control, directly or indirectly, the activities of a person, whether through ownership or the ability to control the voting powers of shares, the ability to control the board or management of such person or otherwise;

“Customer” means the organisation registered as a customer on the platform and that submitted its Project on the BM Site;

“Customer Account” means an account on the platform registered in the name of a Customer;

“Customer Content” means all Content provided by Customers;

“Exclusive Customers” means any Customer whose brief you can access, or who has received your Pitch through the BM Site;

“Group Company” means in relation to any company, any body corporate which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company (“holding company” and “subsidiary” having the meanings attributed to them by s.1159 Companies Act 2006) and “Group” shall be construed accordingly;

“Intellectual Property” means patents, petty patents, utility models, trade marks, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, moral rights, database rights, know how, secret processes, inventions, trade or business names, domain names, website addresses and any similar rights in any country whether currently existing or created in the future, together with the right to sue for and recover damages or other relief in respect of infringements of any of them;

“Non Project Content” means any content which is provided by an Provider to BM or to the platform and which is not Content including materials for BM seminars, roundtables, conferences or other events;

“Pitch” means a pitch by a Provider submitted via the platform in response to a Brief;

“Preexisting Content” means all content and materials which were created by a Provider prior to a Live Project or which are unrelated to a Live Project not including any third party content;

“Project” means each statement of requirements for a project submitted by a Customer to the platform which shall include an indicative budget;

“Selected Provider” means the Provider selected by a Customer following the Pitch Review to undertake a Live Project;

“you” or ‘”Provider” means you and the organisation that submitted your Pitch on the BM Site and “your” shall be construed accordingly.

“Subscription level” means a subscription contract to access the platform whether it be a paid or unpaid membership account as detailed in Schedule 2 below.

1.2.         In these Terms (unless the context requires otherwise):

1.2.1.     the singular shall include the plural and vice versa;

1.2.2.     any reference to “in writing” or “written” shall include written or produced by any legible and non transitory substitute for writing (including in electronic form) or partly in one manner and partly in another;

1.2.3.     any reference to a “company” shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.4.     any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

1.2.5.     any reference to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than New Zealand, be deemed to include what most nearly approximates in that jurisdiction to the New Zealand legal term;

1.2.6.     the clause headings in these Terms are included for convenience only and do not affect the interpretation of these Terms

1.2.7 any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context requires otherwise) be construed as referring to:

(a)            such legislation as amended and in force from time to time and to any legislation which (either with or without modification) reenacts, consolidates or enacts in rewritten form any such legislation; and

(b)            any former legislation which it reenacts, consolidates or enacts in rewritten form;

1.3.         Subject to Clause 1.2.7 and save as otherwise expressly provided, all amounts referred to in these Terms (including any damages for breach of these Terms) will be regarded as stated exclusive of VAT and any other taxes.

1.4.         If you are required to pay any withholding tax, charge or levy in respect of any payments due to BM hereunder, you agree to gross up payments actually made such that BM shall receive sums due hereunder in full and free of any deduction for any such withholding tax, charge or levy.

1.5.         If these Terms impose restrictions on a party or otherwise limit the freedom of action of a party (each such prohibited matter being a “Prohibited Act”), such obligation shall be deemed to in addition require that party to:

(i)              prevent any person it Controls from doing the Prohibited Act;

(ii)            not procure, advise, incite or assist any third party which it does not Control and which is not a member of its Group to do the Prohibited Act; and

(iii)           to use all reasonable endeavours to prevent all members of its Group which it does not Control from doing the Prohibited Ac

USING THE PLATFORM

2.1.         The platform has been built by BM for introducing our Customers to Providers and managing the Pitch. BM provides the platform through which Customers submit Projects, BM lists Briefs, our Providers submit Pitches and Customers review shortlisted Pitches and select one of our Providers.

2.2.         Once you have set up an Provider Account you may respond to any listed Brief available to you per your Subscription level via the platform and you must upload a Pitch within five Business Days of a Brief being listed. If you do not upload a Pitch within that time frame then your Pitch may be discounted. You may submit Pitches via the platform at your discretion and BM makes no commitment regarding the frequency or quantity of Projects you will receive.

2.3.         You may not contact the Customer other than through the platform unless and until:

2.3.1.     you are notified that you have been selected as the Selected Provider and your contact details have been included in the Project Space;

2.4.         You hereby grant BM a perpetual, worldwide, royalty free, transferable and nonexclusive licence to use, display, distribute, reproduce, publish, reprint, modify, adapt and sub-licence any Non Project Content for the purpose of promoting the platform or running any BM events from time to time including roundtables, conferences and seminars.

  1. CONDITIONS OF ACCESS

By registering as a Provider and creating a profile on the BM site, you agree to the Conditions of Access at: http://businessmatch.global/termsandconditions.

  1. TERMINATION OF YOUR ACCOUNT

4.1.         We may terminate your account upon your written request if at any time you do not, at that time, have an active Pitch pending on the platform and provided you are not currently, nor have previously breached any of BM Group’s terms and conditions.

4.2.         We may, at our discretion where we consider this necessary, immediately terminate your account and all access to the BM Site without prior notice.

5.0.         Our proprietary rights, disclaimer of warranties, indemnities, limitations of liability, and other provisions of these Terms continue after termination of your account. We will not be liable to you or any third party for the termination of your account.

5.1.         All provisions of the Terms which are intended to have effect or to bind either party following any expiry or termination of this agreement or its transfer or assignment in whole or in part, shall survive expiry or termination of these Terms to the extent permissible by law.

  1. SITE USAGE

6.1.         Only companies and other business organisations and professionals acting in the course of business may use the BM Site. Consumers may not use the platform and you represent and warrant that your Provider Account meets these requirements and that all of the information contained in the Pitch and in your account opening application is accurate. We reserve the right to change the account registration criteria at any time without notice. You may not have more than one Provider Account unless we have expressly agreed this with you in writing but you may have multiple users of your Provider Account within your organisation. You may not open an alternative account if your Provider Account is suspended or terminated for any reason. Within your Provider Account, you may submit multiple Pitches.

6.2.         You warrant that you will not submit Content to BM or Customers that is unlawful, threatening, defamatory, profane, deceptive, or misleading, or otherwise violates these Terms or applicable laws. If you submit Content or initiate any communications which we consider libellous, scandalous, abusive, obscene, discriminatory, unlawful, or otherwise objectionable, we have the right to remove any such material from the BM Site.

6.3.         You take responsibility for all Content that you submit to the BM Site and provide to our Customers and the consequences of publishing, posting and otherwise providing that Content. You represent and warrant that you own or have the necessary rights and licences to upload, post and distribute that Content and to authorise BM and our Customers to use that Content in the manner detailed in these Terms. You shall not upload, post, email or otherwise transmit any Content that infringes and/or violates the right of a third party or any law, rule or regulation, including, but not limited to:

(i)              copyright, patent, trade mark, trade secret or other proprietary rights;

(ii)            rights of privacy or publicity;

(iii)           any confidentiality obligation; or

(iv)           any Content that you are not authorised to upload.

6.4.         As a Provider, you may represent a company or a group of individuals provided that the registered Provider shall grant access to the Provider Account only to persons authorised to act on behalf of that Provider and only in accordance with these Terms. The Provider agrees that he shall be fully responsible and liable for any action of any person who uses his Provider Account.

6.5.         You shall keep the information in your Provider Account up to date at all times. In the event that the identity, address, and/or any other details of the business organisation on whose behalf you are entering into these Terms changes:

6.5.1.     you shall immediately update your Provider Account to reflect such changes;

6.5.2.     you shall promptly notify your designated contact (if any) at BM, whether in BM’s exchange support team or otherwise, by email of such changes; and

6.5.3.     all warranties and representations set out in these Terms shall be considered restated (including the representation and warranty that you have the right and authority to bind the revised business organisation to these Terms).

  1. LIABILITY

7.1.         Subject to anything expressly agreed to the contrary in the Project Terms, BM and its Customers disclaim any and all responsibility or liability for:

(a)            the accuracy, content, completeness, quality, usefulness, legality, security, performance, reliability, operability or availability of, and results derived from, information or materials displayed on the BM Site whether created by BM or by any Customer; and

(b)            any downtime, loss of content, viruses, malicious code and other disruptive or disabling devices, code, or routines, all of which you acknowledge are risks inherent to the use of the Internet and software. The platform and all materials, information (including, without limitation, any information or materials obtained or accessed through the BM Site) are provided “as is”, with no warranties whatsoever. BM expressly disclaims to the fullest extent permitted by law all express, implied, and statutory warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. These Terms set forth the sole representations and warranties of the parties and any other warranties and conditions (whether implied by statute, common law or otherwise) are, to the fullest extent permissible by law, excluded.

7.2.         You agree that your use of the platform is entirely at your own risk. Save as set out expressly in the Project Terms, BM does not endorse any Content submitted by Customers or any opinion, recommendation, or advice expressed therein and BM expressly disclaims any and all liability in connection with any Content.

7.3.         You further understand and acknowledge that you may be exposed to Content which you may consider offensive and you hereby waive any legal or equitable rights or remedies you have or may have against BM or our Customers with respect to such Content.

7.4.         Nothing in these Terms shall limit or exclude our liability to you for death or personal injury caused by our negligence, or for fraudulent misrepresentation, or any other liability that under English law may not be limited or excluded.

7.5.         Subject to Clause 8.4 BM shall not be liable for any loss of profit or loss of revenue which in each case arises out of or in connection with:

(i)              these Terms; or

(ii)            any breach or nonperformance of these Terms, and in the case of each of (i) and (ii) no matter how fundamental (including by reason of BM’s negligence).

7.6.         Subject to Clause 8.4, BM shall not be liable for: 8.6.1.any loss of goodwill, reputation or opportunity; any loss of or corruption of data; or any loss of anticipated savings, in each case whether direct or indirect; or 8.6.2.any indirect or consequential loss which in each case arises out of or in connection with these Terms or any breach or nonperformance of these Terms, no matter how fundamental (including by reason of BM’s negligence), whether or not BM had been informed of or was aware that there was a serious possibility of such loss.

7.7.         BM’s total liability arising under or in connection with these Terms or any breach or nonperformance of these Terms, no matter how fundamental (including by reason of its negligence) in contract, tort or otherwise, shall be limited to the BM fee received in the six months preceding the act or omission giving rise to the liability or £1000, whichever is greater.

  1. INDEMNITY

8.1.         You hereby indemnify and hold harmless BM’s officers, directors, employees, shareholders, successors, assignees, suppliers, agents, contractors, and each Customer against any damages, expenses (including attorneys’ fees and reasonable costs), liabilities and losses that may be awarded or reasonably agreed to be paid in respect of any claim or action arising from or relating to:

(i)              your use of the BM Site; and

(ii)            in particular (but without limitation) the Content provided by you infringing the Intellectual Property rights of any third party.

  1. JURISDICTION, APPLICABLE LAW AND DISPUTE NOTICE

These Terms, and any dispute, claim or controversy between the parties arising out of or relating to these Terms or your use of the BM Site, are governed by and construed in accordance with English law and you submit to the exclusive jurisdiction of the English courts. Noncontractual obligations (if any) arising out of or in connection with the Terms (including their formation) shall also be governed by the laws of New Zealand. Notwithstanding the foregoing, BM may seek injunctions to prevent and/or stop any breach of, and otherwise enforce, BM’s Intellectual Property rights of whatever nature and/or rights in confidential information in the courts of any country, state or other territory which accepts jurisdiction.

  1. SEVERABILITY

If for any reason a court of competent jurisdiction finds any provision or portion of these Terms to be unenforceable, the remainder of these Terms will continue in full force and effect.

  1. ASSIGNMENT

You shall not assign these Terms or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without our prior written consent. Any such purported assignment or delegation will be null and void and of no force or effect.

  1. WAIVER

The failure of BM to enforce any provision of these Terms shall not be deemed a waiver of such provision nor the right to enforce such provision. Furthermore, any waiver of any provision of these Terms by any party will be effective only if in writing and signed by a party. Except to the extent stated otherwise in these Terms, each party’s rights and remedies under these Terms are cumulative and are in addition to any other rights and remedies available at law or in equity.

  1. ENTIRE AGREEMENT

13.1.      These Terms (which include the Project Terms and any Statements of Work) constitute the entire agreement between you and BM relating to your use of the BM Site and supersede and replace all prior or contemporaneous understandings or agreements relating thereto, written or oral. No conditions, warranties or other terms apply to the provision of the BM Site or BM’s services under these Terms except to the extent that they are expressly set out in these Terms and the Project Terms. Subject to Clause 8.4 no implied conditions, warranties or other terms apply (including any implied terms as to quality, fitness for purpose or conformance with description).

13.2.      Each of the parties acknowledges and agrees that in entering into these Terms, it does not rely on any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to these Terms or not) other than as expressly set out in these Terms and the Project Terms.

13.3.      Each of the parties acknowledges and agrees that the only remedy available to it for breach of these Terms and Project Terms shall be for breach of contract under these Terms. Nothing in these Terms and Project Terms shall, however, operate to limit or exclude any liability for fraud.

13.4.      Except to the extent stated otherwise in these Terms:

(i)              nothing in these Terms confers any legal or equitable right, benefit or remedy upon any person other than the parties; and

(ii)            a person who is not a party to these Terms shall not have any rights under or in connection with them by virtue of the Contracts (Rights of Third Parties) Act 1999 other than any provision referring to Customers which may be enforced by those Customers.

  1. CONFIDENTIALITY AND PUBLICITY

14.1.      Each party shall keep confidential all Confidential Information. Each party may disclose Confidential Information to its professional advisers but otherwise will only disclose Confidential Information to those of its employees, officers, subcontractors and agents who:

(i)              need to know it for the purpose of exercising or performing its rights and obligations under the BM Terms;

(ii)            have been informed of the confidential nature of the Confidential Information divulged; and

(iii)           agree to act in compliance with the confidentiality requirements of the BM Terms.

14.2.      Neither party will disclose Confidential Information to any third party except as otherwise permitted in the BM Terms.

14.3.      Notwithstanding any other provision of the BM Terms, it shall not be a breach of them for either party to:

14.3.1.  disclose any Confidential Information pursuant to a court order or a binding request from a regulatory (or other analogous) authority with jurisdiction or from any other third party with power to require the disclosure of such information, provided that (to the extent it is permitted to do so) the affected party: (i) gives all reasonable notice of such disclosure to the other party;

(ii)            reasonably limits such disclosure to the Confidential Information so required; and

(iii)           cooperates with the other party to seek injunctive relief or a protective order for such Confidential Information if so requested by the other party; or

14.3.2.  disclose the existence and terms of the BM Terms to an actual or genuine potential purchaser of that party or of all or any part of that party’s business, provided that such disclosure is made under conditions of confidentiality at least as onerous as those set out in this Clause 15.

 

15.4.      Notwithstanding the restrictions on confidentiality set out above, BM shall be entitled to:

(i)              identify the Provider on its website and in its marketing materials as having used the platform ; and

(ii)            disclose the Confidential Information to Customers where required for a Pitch

15.5.      You shall not take any action that negatively impacts on BM or any member of the BM group and/or any employees or directors of BM or the BM group, including by posting any comments on any social media or public websites.

  1. NOTICES

15.1.      Any notice required to be provided by email may be provided by other written means if agreed by BM. Any notice given in writing shall be served by sending the same by registered post or recorded delivery to: for BM, the address set out at the beginning of these terms and conditions; and (ii) for the Provider, the address set out in the Provider Account, or in either case such other address as has been notified in writing from time to time by the relevant party, and any receipt issued by the postal authorities shall be conclusive evidence of the fact and date of posting of any such notice.

  1. PRIVACY AND PROVIDER INFORMATION

16.1.      Providers are responsible for managing their professional profiles and portfolios on the platform and any other websites that may be linked to it. Providers agree to provide BM with accurate and complete biographical information including current professional status and relevant prior employment and to complete at least three entries in the “Aggregated Portfolio” section of the platform in order to create such a professional profile on the platform. BM may from time to time ask Providers for other information which it requires to provide the platform,

16.2.      Providers hereby authorise BM to:

16.2.1.  use RSS feeds from any Twitter profile, LinkedIn profile or other public profile or blog or website that the Provider has registered under their profile (“Public Profile”);

16.2.2.  link to such Public Profiles from the platform ; and

16.2.3.  use,distribute,reproduce,publish,reprint and publicly display this information and the Provider’s Information for the purpose of offering the platform and promoting the platform or as may be required by law.

 

 

  1. Indemnity

 

8.1. The Provider shall indemnify and hold harmless BM, and BM’s officers, directors, employees, shareholders, successors, assignees, suppliers, agents, contractors, and each Customer, against any damages, expenses (including attorneys’ fees and reasonable costs),

that may be awarded or reasonably agreed to be paid in respect of any claim or action that the Content provided by the Provider in relation to a Pitch infringes the Intellectual Property rights of any third party.

 

  1. Exclusivity

9.1.         The Provider agrees to not share this information with any other third parties or refer these types of project on to any undisclosed recipient(s).

9.2.         In the event of any breach of the undertaking set out in this Clause 9, BM shall be entitled:

9.2.1.     to terminate the Customer’s Account and the Provider’s Account with immediate effect;

9.2.2.     if it considers necessary to protect the business of the platform , to seek injunctive relief to prevent a continuing breach of the undertaking in Clause 9.1; and

9.2.3.     to the sums set out in Clause 5.2 of the Terms.

 

  1. Confidentiality

10.1.      Each party shall keep confidential all Confidential Information. Each party may disclose Confidential Information to its professional advisers but otherwise will only disclose Confidential Information to those of its employees, officers, subcontractors and agents who:

(i)              need to know it for the purpose of exercising or performing its rights and obligations under the Project Terms

10.2.      Neither party will disclose Confidential Information to any third party except as otherwise permitted in the BM Terms or under the Project Terms.

10.3.      Notwithstanding any other provision of the Project Terms, it shall not be a breach of them for either party to:

10.3.1.  disclose any Confidential Information pursuant to a court order or a binding request from a regulatory (or other analogous) authority with jurisdiction or from any other third party with power to require the disclosure of such information, provided that (to the extent it is permitted to do so) the affected party:

(i)              gives all reasonable notice of such disclosure to the other party;

(ii)            reasonably limits such disclosure to the Confidential Information so required; and

(iii)           cooperates with the other party to seek injunctive relief or a protective order for such Confidential Information if so requested by the other party; or

10.3.2.  disclose the existence and terms of the Project Terms to an actual or genuine potential purchaser of that party or of all or any part of that party’s business, provided that such disclosure is made under conditions of confidentiality at least as onerous as those set out in this Clause 10.

10.4. Notwithstanding the restrictions on confidentiality set out above, BM shall be entitled to:

 

(i)              identify the Provider on its website and in its marketing materials as having used the platform.

SCHEDULE SUBSCRIPTION MEMBERSHIP

1.1           BM reserves the right to amend any BM Service Provider Subscription Plan account. Access to BM’s Service Provider Subscription Plan membership accounts is still conditional to approval by BM and is governed by the above terms.

1.2           Membership accounts will run monthly/quarterly as per the original instruction, and will commence from the point at which your membership application is approved and payment for your membership level starts.

1.3           Updates and Functionalities. You acknowledge that from time to time BM may apply updates to the Services and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content).

1.4           BM Service Provider Subscription Plan and Other Paid Services. For BM Service Provider Subscription Plan, and other paid services made available through BM and BM Service Provider Subscription Plan (“Paid Services”), you must provide BM with a valid credit card or other forms of cash payment (e.g., PayPal) to pay for Services. If you are purchasing BM Service Provider Subscription Plan or Paid Services via an online purchase, you are purchasing a monthly/quarterly subscription. You must provide BM Group with a valid credit card, and you authorize BM to charge the credit card or for the recurring subscription, as per the auto renewal terms below. In addition, you agree that BM has permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms BM Group retains in the future) your submitted payment information in order to process your purchase. Subscription to BM Service Provider Subscription Plan and Paid Services are billed in advance on a monthly or quarterly basis (as per the option you have chosen when you purchased Services) and are non­refundable for the subscription period they are purchased for. Depending on where you transact with us, the type of payment method used and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices, including because of exchange rates. BM does not support all payment methods, currencies, or locations for payment. If the payment method you use with us, such as a credit card, reaches its expiration date and you do not edit your payment method information or cancel or downgrade your account to a BM Free account, you authorize BM to continue billing your credit card and you remain responsible for any uncollected amounts. Your obligation to pay fees continues through to the end of the subscription period during which you cancel your subscription. All applicable taxes are calculated based on the billing information you provide us at the time of purchase.

 

1.5           Auto­renewal and Cancellation. BM Service Provider Subscription Plans are for subscriptions that renew automatically, such as monthly or quarterly (depending on the option chosen when you purchased Services). You agree that BM may process your credit card on each monthly, annual, or other renewal term (based on the applicable billing cycle), on the calendar day corresponding to the first day you subscribed to a paid subscription. If your paid subscription to a BM Service Provider Subscription Plan began on a day not contained in a subsequent month (e.g., your service began on January 30 and there is no February 30), BM will process your payment on the last day of such month.

1.6           Late Payment. If any amounts due hereunder are not received by BM by the due date, then at BM’s discretion, such charges may accrue late interest at the rate of 12% per year or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. In addition, BM may suspend your access to the Services if BM does not receive the amounts invoiced hereunder at the expiration of such period.

1.7           Taxes and Withholdings. You are responsible for paying all Taxes associated with the subscription to the Services. If BM has the legal obligation to pay or collect Taxes for which you are responsible under this Section, the appropriate amount shall be invoiced to and paid by you, unless you provide BM with a valid tax exemption certificate authorized by the appropriate taxing authority. Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any Taxes. If you are required to deduct or withhold any Taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, BM receives an amount equal to the sum it would have received had no such deduction or withholding been made.