The Munivers Application Subscription Agreement governs your subscription to and use of the Munivers application when installed in a Salesforce Org provisioned under your own direct agreement with Salesforce.
Jurisdiction: Canada Australia England and Wales
In this Application Subscription Agreement (ASA), capitalised terms and phrases have their defined meaning as set out below, unless the context provides otherwise:
Agreement means the contractual agreement formed by executing an Order Form, including this Application Subscription Agreement and any documents incorporated by reference.
Application means the MUNIvers software application and its constituent modules and code (plus any subprocessor applications required for their ordinary operation) which has been produced by MUNIvers to interoperate with the Salesforce Platform.
Business Day means a day which is not a Saturday, Sunday or public holiday in Vancouver, British Columbia.
Commencement Date means the date specified as such on the Order Form, or if no date is specified then the date the last party to execute the Order Form does so.
Customer means the party identified as such purchasing a subscription to the Application on an Order Form.
Customer Data means the electronic data and information submitted or uploaded by (or on behalf of) the Customer to its Salesforce Org through the Application. Customer Data does not include the Application itself, any content or data provided by Salesforce as part of the Salesforce Platform, or any third-party applications.
Customer’s Salesforce Subscription means the Customer’s subscription to the Salesforce Platform under the Salesforce MSA, into which the Application is installed for the Customer’s use.
Fees means all fees payable by the Customer to MUNIvers under the Agreement, as set out on the Order Form, including the Annual Fees and any one-time or ancillary charges.
Annual Fees means the recurring annual subscription fees payable by the Customer to MUNIvers for each Subscription Year, as set out on the Order Form.
MUNIvers means the MUNIvers Entity identified on the Order Form.
Order Form means either:
a document by the name ‘Order Form’ incorporating this Agreement by reference and executed by the parties; or
the order record generated when the Customer subscribes to the Application through the Storefront in accordance with the Storefront Subscriptions section, comprising the configuration selections made by the Customer at checkout (including the Application modules ordered, the applicable Pricing Band, the Subscription Year start date, and the Fees payable).
Storefront means the Salesforce AppExchange listing for the Application, or any other online ordering interface operated by or on behalf of MUNIvers through which the Customer may subscribe to the Application.
Salesforce means salesforce.com, inc. or its relevant affiliate that is the counterparty to the Customer under the Salesforce MSA.
Salesforce MSA means the Main Services Agreement (or successor master subscription agreement) entered into directly between the Customer and Salesforce under which the Customer’s Salesforce Subscription is provided.
Salesforce Platform means the Platform-as-a-Service (PaaS) service provided by Salesforce for hosting, data processing, storage and security services upon which the Application is installed and operates.
Org means a logically separated instance of the Salesforce Platform provisioned to the Customer under the Salesforce MSA, comprising the Customer Data, configuration and user access controls.
Updated Terms means any amendment to the terms of this Agreement that MUNIvers notifies to the Customer in accordance with the Updated Terms on Renewal section.
Documentation means the user guides, help articles, release notes and technical documentation published by MUNIvers and made available to the Customer (whether via an online help centre, the Application itself, or otherwise) in relation to the Application.
Intellectual Property Rights means all rights in patents, trade marks, copyright, designs, trade secrets, know-how, confidential information, database rights and analogous rights, whether registered or unregistered, in any jurisdiction.
Subscription Year means each successive twelve (12) month period commencing on the Commencement Date and each anniversary thereof.
Assessable Properties means the number of rateable properties recorded on the Customer’s official municipal assessment roll, as at the most recent annual roll date preceding the relevant reference date.
Utility Accounts means the number of active utility service accounts on the Customer’s records as at the most recent record date preceding the relevant reference date.
Pricing Band means the pricing tier applicable to the Customer as set out on the Order Form, determined by reference to the Customer’s Assessable Properties (and, where Utility Billing is included in the subscription, its Utility Accounts) against the band thresholds specified on the Order Form.
Other defined terms in the Order Form or in the remainder of this Agreement have their meaning derived from context wherever provided.
In the Agreement, unless the context explicitly provides otherwise:
references to an agreement means the Agreement and includes any schedules, annexures or attachments, references to a party means a party to the Agreement, references to a party includes that party’s successors, permitted substitutes or permitted assigns, and references to an Article or section is to an Article or section in the Agreement;
words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements also mean those documents or agreements as changed, novated or replaced, words denoting one gender include all genders, the singular includes its plural and vice versa, varying grammatical forms of defined words or phrases have their corresponding meanings, and words such as ‘including’ or ‘for example’ do not limit the meaning of the words preceding or following them;
references to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation and references to any agreement or document is to the agreement or document as amended, supplemented, novated or replaced from time to time;
if the day on (or by which) anything is to be done or the day on which something occurs, is not a Business Day, then it must only be done, or it is deemed to have occurred, on the next Business Day, and a reference to time is to the time in Vancouver, British Columbia;
references to currency are to the currency specified on the Order Form; and
nothing in the Agreement is to be interpreted against a party solely on the ground that the party or its advisers drafted it, and headings, or a reference to an Article or section by its heading, are used for convenience only and the wording of the heading does not affect interpretation.
The Subscription, Licence and Acceptable Use, Disclaimer of Implied Warranties, Data Protection, Intellectual Property, Liability, Payment Terms, Pricing Bands and Adjustments and Sales Taxes Articles, together with any other provisions required for their proper operation, survive termination or expiry of the Agreement for any reason.
To the extent of any inconsistency or conflict between the documents forming the Agreement, the following order of precedence applies (highest to lowest):
the Order Form;
this Application Subscription Agreement; and
documents incorporated by reference.
This Agreement does not modify or supersede the Salesforce MSA. The Customer’s rights and obligations in relation to the Salesforce Platform are governed exclusively by the Salesforce MSA.
This Agreement governs the Customer’s purchase of an ongoing subscription to licence, access and receive support for the Application (also named ‘MUNIvers’), which is a software application built on the Salesforce Platform and designed to assist municipal government entities manage property rates, utility billing, taxes/levies, citizen outreach and associated services.
The Application is installed into, and operates within, an Org provisioned to the Customer under the Customer’s own Salesforce MSA. MUNIvers does not resell the Salesforce Platform to the Customer under this Agreement, and MUNIvers is not a party to the Salesforce MSA.
The Application runs within and depends upon the Customer’s Salesforce Subscription for hosting, data processing, storage and security services. MUNIvers is the developer of the Application and licenses it to the Customer under this Agreement.
The Customer may subscribe to the Application either by executing an Order Form negotiated with MUNIvers, or by completing the checkout process on the Storefront. Where the Customer subscribes through the Storefront:
by completing checkout, the Customer agrees to be bound by this Agreement and the Order Form generated by the Storefront, which together form the Agreement between the Customer and MUNIvers;
the Customer’s configuration selections at checkout (including the Application modules ordered, the Pricing Band selected, and the Fees payable) constitute the Customer’s declarations and warranties under the Initial Declaration section and the Basis of Pricing section;
the Commencement Date is the date on which checkout is completed, unless a different date is specified in the Storefront order record;
the Initial Term is twelve (12) months unless the Storefront expressly offers and the Customer expressly selects a different term at checkout;
payment terms, billing frequency and accepted payment methods are those presented to the Customer at checkout, which may differ from the defaults set out in this Agreement (in which case the Storefront-presented terms prevail to the extent of any inconsistency for that subscription only); and
MUNIvers may, by notice on the Storefront, require the Customer to provide additional information necessary to perform the Agreement (including authorised user details and an authorised contact for notices), and the Customer must provide that information promptly.
The Customer is responsible for ensuring that the person completing checkout has authority to bind the Customer to this Agreement. A purported subscription executed by an unauthorised person remains binding on the Customer to the extent that MUNIvers has acted in reliance on it in good faith.
The Customer represents and warrants that, throughout the term of this Agreement, it will maintain in good standing a direct subscription to the Salesforce Platform under the Salesforce MSA sufficient to operate the Application. The Application is licensed solely for use in an Org containing an active Salesforce Subscription, and may not function (or may cease to function) if that subscription lapses, is suspended, or is terminated.
The Customer acknowledges that:
MUNIvers is not responsible for the availability, performance, security or integrity of the Salesforce Platform itself, which is governed exclusively by the Salesforce MSA between the Customer and Salesforce;
if the Customer’s Salesforce Subscription is suspended or terminated (whether for breach, non-payment, expiry or any other reason), the Customer’s ability to access and use the Application may be impaired or lost, and MUNIvers will have no liability for, and the Customer will not be entitled to any refund or service credit in respect of, any resulting loss of access; and
the Customer is responsible for ensuring that its Salesforce Subscription includes sufficient user licences, storage entitlements and other platform resources to support the Customer’s intended use of the Application.
Under this Agreement, MUNIvers grants the Customer a non-exclusive, non-transferable, revocable and limited-purpose licence to install the Application into the Customer’s Org and to access and use the Application during the term of this Agreement, subject to the Acceptable Use Provision section below.
No support, maintenance, service-level commitment, professional services or training is included under this Agreement. If the Customer requires support or maintenance for the Application, it must be procured separately under a written agreement with MUNIvers.
make the Application available to, or use it for the benefit of, anyone other than the Customer or its authorised users, or sell, resell, license, sublicense, distribute, rent or lease the Application, or include it in a service bureau or outsourcing offering;
use the Application to store or transmit material that is infringing, defamatory or otherwise unlawful, or to store or transmit malicious code;
interfere with or disrupt the integrity or performance of the Application, or use the Application to gain unauthorised access to any computer network or infrastructure;
access or use the Application in a way that circumvents a contractual usage limit set out on the Order Form;
copy the Application or any part, feature, function, graphic or user interface thereof (including into a Salesforce Org not authorised in writing by MUNIvers), or access the Application in order to build a competitive product or service, or to benchmark against a non-MUNIvers product or service;
frame or mirror any part of the Application, other than framing on the Customer’s own intranet(s) for its own internal business purposes; and/or
reverse engineer, decompile or disassemble the Application (to the extent such restriction is permitted by applicable law).
The Customer must also comply with the acceptable use, anti-spam and similar policies imposed by Salesforce under the Salesforce MSA in respect of its use of the Salesforce Platform.
Without limiting MUNIvers’ other rights or remedies at law or under the Agreement, MUNIvers may immediately suspend the Customer’s access to the Application (in whole or in part) if MUNIvers reasonably determines that:
the Customer has breached the Acceptable Use terms set out in the Acceptable Use Provision section above;
the Customer’s use of the Application poses a security risk to the Application or any third party;
suspension is required to comply with applicable law; or
the Customer is in breach of any of its payment obligations under the Agreement.
MUNIvers warrants that during the Initial Term and any Renewal Term, the Application will perform materially in accordance with its Documentation. For the avoidance of doubt, this warranty applies only to the Application and does not extend to the Salesforce Platform or any features or functionalities provided by Salesforce, which are governed exclusively by the Salesforce MSA.
Except as expressly provided in the Warranty Article, MUNIvers makes no representation or warranty of any kind whether express, implied, statutory or otherwise, and specifically disclaims all implied representations and warranties, including any implied warranty of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.
In the case of statutory warranties or guarantees which cannot be excluded by law but which may be limited, MUNIvers’ liability for services provided under this Agreement shall be limited to:
the supplying of the services again; or
the payment of the cost of having the services supplied again.
The security, confidentiality and integrity of Customer Data while it is resident on the Salesforce Platform is governed by the Salesforce MSA and the administrative, physical and technical safeguards maintained by Salesforce thereunder. MUNIvers has no responsibility for, or control over, those safeguards.
MUNIvers will maintain appropriate administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of Customer Data accessed or processed by the Application (including Customer Data transmitted or processed outside the Salesforce Platform by a Subprocessor identified in the Subprocessor Disclosure section). Those safeguards will be proportionate to the nature and sensitivity of the Customer Data processed and will include access controls ensuring that MUNIvers personnel access Customer Data only as necessary to provide the Application or to prevent or address service or technical problems.
The Customer acknowledges that MUNIvers will have access to the Customer’s Org and Customer Data as necessary to install, administer and configure the Application. MUNIvers will not modify Customer Data except as necessary to provide the Application, or where expressly permitted by the Customer.
The Customer is responsible for:
the accuracy, quality and legality of Customer Data, the means by which the Customer acquired Customer Data, and the Customer’s use of Customer Data with the Application;
protecting the security of usernames, passwords and any other access credentials associated with the Application, including implementing policies and procedures to prevent unauthorised use of those credentials;
promptly notifying MUNIvers if the Customer suspects that any access credentials have been lost, stolen, compromised or misused;
using the Application only in accordance with this Agreement, the Documentation and the Salesforce MSA; and
using commercially reasonable efforts to prevent unauthorised access to or use of the Application, and notifying MUNIvers promptly of any such unauthorised access or use.
If MUNIvers becomes aware of any event that it reasonably believes constitutes unauthorised access to, disclosure of, use of, or damage to Customer Data while that data is being processed by the Application or by a Subprocessor (a Security Breach), MUNIvers will:
notify the Customer of the Security Breach without undue delay and in any event within seventy-two (72) hours of becoming aware of it, providing all relevant details available at the time (except details that could compromise the security of data belonging to other customers or the integrity of an ongoing investigation); and
use commercially reasonable efforts to mitigate any harmful effect of the Security Breach.
The Application transmits or processes certain Customer Data outside the Salesforce Platform through the third-party services identified below (each a Subprocessor).
| Subprocessor | Purpose | Customer Data transmitted |
|---|---|---|
| PDF Butler (CloudCrossing BV, Belgium) |
PDF generation for system-generated invoices, statements and notices. | Recipient name and address, account identifiers, billing amounts. Not retained after processing. |
| Worldpay for Platforms (Payrix Solutions, LLC, New York) |
Payment processing for pre-authorised debits and card transactions. | Transaction and payment instrument data required to process the payment. |
| Microsoft Azure Cloud | Hosting of the ‘Bulk Engine’, a microservice that performs financial processing for the Application and feeds data back to it on the Salesforce Platform. | All financial and personal data submitted for processing (for instance, the generation of individual rates balances). |
| Avepoint | Automated backup solution. | All data submitted for the purposes of automated archival/redundancy backup. |
MUNIvers may update the Subprocessors listed above from time to time by giving the Customer not less than thirty (30) days’ prior written notice. If the Customer reasonably objects to a new Subprocessor on data protection grounds, the Customer may notify MUNIvers in writing within that notice period and the parties will discuss the objection in good faith.
MUNIvers owns and retains all right, title and interest (including all Intellectual Property Rights) in and to the Application, including any modifications, improvements or derivative works, regardless of whether they incorporate suggestions or feedback from the Customer.
The Customer owns and retains all right, title and interest in and to Customer Data. The Customer grants MUNIvers a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display and otherwise process Customer Data to the extent necessary to provide the Application and perform its obligations under this Agreement.
Nothing in this Agreement transfers ownership of any Intellectual Property Rights from one party to the other. The licences granted under this Agreement do not confer any right of ownership.
The Application incorporates certain open source software components. The applicable open source licences are identified in the Documentation.
If the Customer provides suggestions, ideas, enhancement requests, recommendations or other feedback relating to the Application (collectively, Feedback), MUNIvers may use, copy, modify, create derivative works of and otherwise exploit such Feedback for any purpose without restriction or obligation to the Customer. The Customer grants MUNIvers a worldwide, perpetual, irrevocable, royalty-free and fully sublicensable licence to use any Feedback in connection with the development, improvement, marketing and operation of MUNIvers’ products and services. Feedback is not Customer Data and is not the Customer’s confidential information.
Each indemnity in this Article is conditional on the party receiving the benefit of that indemnity (the Indemnitee):
promptly giving the indemnifying party (the Indemnitor) written notice of the relevant claim;
giving the Indemnitor sole control of the defence and settlement of the claim, except that the Indemnitor may not settle any claim unless it unconditionally releases the Indemnitee of all liability; and
giving the Indemnitor all reasonable assistance, at the Indemnitor’s expense.
MUNIvers will defend the Customer against any claim, demand, suit or proceeding made or brought against the Customer by a third party alleging that the Customer’s authorised use of the Application under this Agreement infringes that third party’s patents, trade marks, copyright or design rights (an IP Claim Against Customer), and will indemnify the Customer from any damages, reasonable legal costs and expenses finally awarded against the Customer as a result of, or for amounts paid by the Customer under a settlement approved by MUNIvers in writing of, an IP Claim Against Customer, provided that the Customer complies with the Indemnification Procedure in the Indemnification Procedure section.
If the Application becomes, or in MUNIvers’ reasonable opinion is likely to become, the subject of an IP Claim Against Customer, MUNIvers may at its option and expense:
modify the Application so that it no longer infringes, without materially reducing its overall features and functionalities;
obtain a licence for the Customer’s continued use of the Application in accordance with this Agreement; or
if neither of the above is commercially practicable, terminate the Agreement (or the affected portion) upon written notice and refund to the Customer any pre-paid Annual Fees for the unexpired portion of the then-current subscription term.
MUNIvers will have no obligation under this Article to the extent an IP Claim Against Customer arises from:
the Customer’s use of the Application in breach of this Agreement or the Salesforce MSA;
modification of the Application by any party other than MUNIvers (or its authorised contractors);
combination of the Application with products, services, data or business processes not provided or authorised by MUNIvers, where the infringement would not have occurred but for the combination; or
Customer Data.
The Customer will defend MUNIvers against any claim, demand, suit or proceeding made or brought against MUNIvers by a third party alleging that Customer Data, or the Customer’s use of the Application in breach of this Agreement or the Salesforce MSA, infringes that third party’s patents, trade marks, copyright or design rights, or violates applicable law (an IP Claim Against MUNIvers), and will indemnify MUNIvers from any damages, reasonable legal costs and expenses finally awarded against MUNIvers as a result of, or for amounts paid by MUNIvers under a settlement approved by the Customer in writing of, an IP Claim Against MUNIvers, provided that MUNIvers complies with the Indemnification Procedure in the Indemnification Procedure section.
This Article states each party’s sole liability to, and the other party’s exclusive remedy against, the other party for any IP Claim Against Customer or IP Claim Against MUNIvers arising out of or in connection with this Agreement.
Subject to the Exceptions section and the Data Protection Super Cap section, the total aggregate liability of MUNIvers to the Customer arising out of or in connection with the Agreement, whether in contract, tort (including negligence), under statute or otherwise, will not exceed an amount equal to the Fees actually paid by the Customer to MUNIvers under the Agreement in the twelve (12) month period immediately preceding the first event giving rise to the relevant liability (the Liability Cap).
The Liability Cap does not apply to MUNIvers’ liability arising from a breach of its obligations under the Data Protection Article of this Agreement. Instead, MUNIvers’ total aggregate liability for all claims arising from a breach of its obligations under that Article will not exceed the greater of:
two (2) times the Liability Cap; or
three hundred thousand dollars ($300,000),
(the Data Protection Super Cap).
MUNIvers will not be liable to the Customer for any:
loss of revenue, loss of profit, loss of anticipated savings or business opportunity;
loss of Customer Data, except to the extent the loss arises from a breach by MUNIvers of its obligations under the Data Protection Article (in which case MUNIvers’ liability is subject to the Data Protection Super Cap);
loss of goodwill or reputation;
loss or damage that is indirect, consequential or special; or
exemplary, punitive or aggravated damages,
arising out of or in connection with the Agreement, whether in contract, tort (including negligence), under statute or otherwise, even if MUNIvers has been advised of the possibility of such loss or damage.
Nothing in this Article limits or excludes:
liability which cannot be limited or excluded by applicable law;
liability for fraud or wilful misconduct; or
either party’s indemnification obligations under the Third-Party Intellectual Property Indemnity section.
The Customer acknowledges and agrees that:
the Salesforce Platform is provided to the Customer by Salesforce under the Salesforce MSA, to which MUNIvers is not a party;
MUNIvers has no liability to the Customer for any act, omission, failure, suspension, termination or deficiency of or in the Salesforce Platform, or for any breach by Salesforce of the Salesforce MSA; and
the Customer’s sole recourse in respect of any matter relating to the Salesforce Platform is against Salesforce under the Salesforce MSA.
The Customer acknowledges that the Annual Fees payable under the Agreement have been calculated on the basis of the limitations and exclusions of liability set out in this Article, and that those limitations and exclusions represent a reasonable allocation of risk between the parties.
This Agreement commences on the Commencement Date and continues for the period specified on the Order Form (the Initial Term) unless terminated earlier in accordance with its terms.
Subject to any Updated Terms or Updated Pricing, after the Initial Term, the Agreement will automatically renew for successive twelve (12) month terms (each a Renewal Term), unless:
either party provides the other party with written notice of termination at least sixty (60) days prior to the expiration of the Initial Term or, if applicable, the then-current Renewal Term, in which case the Agreement will terminate upon expiry of that Initial Term or Renewal Term (as the case may be); or
the Customer is in breach of any of its payment obligations under the Agreement, in which case MUNIvers may terminate the Agreement effective at the expiry of the Initial Term (or if applicable, the then-current Renewal Term) without limiting its other legal rights.
MUNIvers may terminate the Agreement immediately by written notice to the Customer if the Customer (or any of its authorised users):
breaches the Acceptable Use terms set out in the Acceptable Use Provision section;
uses the Application in a manner that poses a security risk to the Application or any other customer of MUNIvers;
is in violation of applicable anti-corruption, export control or economic sanctions laws or regulations in connection with the Application; or
is in persistent breach of its payment obligations under the Agreement and the breach is not remedied within thirty (30) days’ notice.
If the Customer’s Salesforce Subscription is terminated, suspended for more than thirty (30) consecutive days, or otherwise ceases to be in good standing such that the Application can no longer be operated in an Org provisioned to the Customer, MUNIvers may, at its option, terminate this Agreement immediately on written notice to the Customer. Termination under this section does not entitle the Customer to a refund of any pre-paid Fees and does not relieve the Customer of any accrued payment obligations.
Upon termination or expiry of the Agreement for any reason:
the Customer must immediately cease use of the Application and remove it from any Org into which it has been installed;
MUNIvers will cooperate with the Customer’s reasonable requests to assist with the export of Customer Data from the Customer’s Org in accordance with the Documentation, prior to the effective date of termination; and
any provisions expressed to survive termination, and any accrued rights or obligations (including payment obligations for the period up to and including the date of termination), will continue in full force and effect.
Upon expiration or termination of this Agreement:
the Customer may export its Customer Data from the Customer’s Org in accordance with the Documentation, prior to the effective date of termination — the Customer’s Org and the Customer Data resident on it continue to be governed by the Salesforce MSA after termination of this Agreement; and
MUNIvers will delete or destroy any copies of Customer Data in its possession or control (other than copies retained on the Salesforce Platform within the Customer’s Org, which are governed by the Salesforce MSA), except to the extent that retention is required by applicable law, in which case MUNIvers will continue to protect such retained data in accordance with the Agreement.
MUNIvers will invoice the Customer for the Annual Fees in accordance with the billing frequency specified on the Order Form. If the Order Form does not specify a billing frequency, MUNIvers will invoice the Annual Fees annually in advance.
The Customer must pay each invoice within thirty (30) days of the date of the invoice, unless a different payment period is specified on the Order Form.
All payments must be made in the currency specified on the Order Form, by electronic funds transfer to the account nominated by MUNIvers on the invoice (or by such other method as is specified on the Order Form).
The Fees payable to MUNIvers under this Agreement are exclusive of, and the Customer is separately responsible for, any fees, charges or other amounts payable to Salesforce under the Salesforce MSA in respect of the Customer’s Salesforce Subscription.
Where the Customer orders additional services or subscriptions under this Agreement part-way through a Subscription Year, MUNIvers may prorate the Annual Fees for those additional services for the remainder of that Subscription Year. From the commencement of the following Subscription Year, the full Annual Fees for those additional services will apply.
To the extent permitted by applicable law, all payments made under the Agreement are final and non-refundable. Without limiting the foregoing, no termination or expiry of the Agreement will entitle the Customer to a refund of any Fees already paid or relieve the Customer of the obligation to pay any Fees that have accrued or been invoiced prior to the effective date of termination or expiry.
MUNIvers may issue an invoice for the Annual Fees payable during a Renewal Term up to thirty (30) days before the commencement of that Renewal Term.
If the Customer fails to pay any amount due under the Agreement by the due date, then without limiting MUNIvers’ other rights or remedies (including under the Suspension Payment Failure section):
interest will accrue on the overdue amount on a daily basis from the due date until the date of actual payment (whether before or after judgment), at a rate equal to the lesser of:
2% per annum above the Bank of Canada overnight rate as at the due date; and
the maximum rate permitted by applicable law, and
the Customer must pay MUNIvers’ reasonable costs of recovery, including reasonable legal fees, incurred in recovering the overdue amount.
Except as expressly provided in the Agreement, the Customer must not withhold, deduct from or set off against any amount due to MUNIvers under the Agreement.
MUNIvers may increase the Annual Fees for any Renewal Term by giving the Customer written notice of the updated fees (Updated Pricing) at least ninety (90) days before the commencement of the relevant Renewal Term. If the Customer does not agree to the Updated Pricing, the Customer may terminate the Agreement by giving notice under the Continuation of Subscription or Ordinary Termination clause before the commencement of the Renewal Term.
In the absence of Updated Pricing notified in accordance with this section, the Annual Fees for a Renewal Term will be the same as those for the immediately preceding term.
MUNIvers may amend the terms of this Agreement for any Renewal Term by giving the Customer written notice of the Updated Terms at least ninety (90) days before the commencement of the relevant Renewal Term.
If the Customer does not agree to the Updated Terms, the Customer may terminate the Agreement by giving notice under the Continuation of Subscription or Ordinary Termination clause before the commencement of the Renewal Term. If the Customer does not terminate, the Updated Terms will apply from the commencement of the Renewal Term.
Where an Order Form states that Annual Fees (or any component thereof) are subject to indexation, MUNIvers may increase those Annual Fees on each anniversary of the Commencement Date (Indexation) by an amount equal to the twelve-month percentage change in the Consumer Price Index (All-items) as most recently published by Statistics Canada at the date of MUNIvers’ invoice for the relevant period, plus two percent (2%).
The Annual Fees are calculated by reference to the Customer’s Pricing Band as set out on the Order Form. The Pricing Band applicable at commencement is determined by the Customer’s declared Assessable Properties and (where Utility Billing is included in the subscription) its declared Utility Accounts, measured against the band thresholds set out on the Order Form.
By executing the Order Form, the Customer declares that its Assessable Properties and (where applicable) Utility Accounts are as stated on the Order Form as at the Commencement Date, and warrants that those declarations are accurate in all material respects.
The Customer must re-declare its Assessable Properties and (where applicable) Utility Accounts to MUNIvers in writing at least sixty (60) days before each anniversary of the Commencement Date. If the Customer fails to re-declare by that date, MUNIvers may determine the Customer’s current counts by reference to the Customer’s official assessment roll or other reliable publicly available sources and treat that determination as the Customer’s re-declaration for the purposes of this section.
The Customer must notify MUNIvers in writing within thirty (30) days if its Assessable Properties or Utility Accounts cross a Pricing Band boundary shown on the Order Form at any time during a Subscription Year (a Band Adjustment Event).
If the Customer’s re-declared counts at any anniversary of the Commencement Date place it in a different Pricing Band than the one in effect for the preceding Subscription Year, the Annual Fees will be adjusted to reflect the applicable Pricing Band from the commencement of the next Subscription Year. MUNIvers will notify the Customer of the adjusted Annual Fees in accordance with the Fee Adjustments on Renewal section.
If a Band Adjustment Event occurs during a Subscription Year, MUNIvers may elect to re-band the Customer mid-term by giving the Customer written notice specifying the new Pricing Band and the adjusted Annual Fees. Where MUNIvers exercises this right, the adjusted Annual Fees apply from the date of the Band Adjustment Event, pro-rated in accordance with the Pro-Rating of Additional Services section for the remainder of the current Subscription Year.
The Customer’s obligation to pay Annual Fees at the adjusted rate arising from a Band Adjustment Event accrues from the date of that event, regardless of whether MUNIvers elects to re-band mid-term or defers invoicing to the next Subscription Year. Any accrued but uninvoiced fee uplift arising from a Band Adjustment Event survives termination or expiry of the Agreement and is recoverable by MUNIvers as a final adjustment on the final invoice or otherwise as a debt due.
MUNIvers may, not more than once per Subscription Year, request that the Customer provide a copy of its most recent official assessment roll extract or equivalent statutory valuation record for the purpose of verifying the Customer’s declared Assessable Properties or Utility Accounts. The Customer must provide that information within fifteen (15) Business Days of the request.
All Fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added (VAT), goods and services (GST), sales, use, or withholding taxes, assessable by any jurisdiction (collectively, ‘Taxes’).
The Customer is responsible for paying all Taxes associated with its purchases under this Agreement. If MUNIvers has a legal obligation to pay or collect Taxes for which Customer is responsible under this Article, MUNIvers will invoice Customer and Customer will pay that amount unless Customer provides MUNIvers with a valid tax exemption certificate authorized by the appropriate taxing authority.
All payments by Customer shall be made free and clear of, and without reduction for, any withholding taxes. If Customer is required by law to withhold any Taxes from its payments to MUNIvers, Customer shall (i) make such deductions and (ii) pay such additional amounts to MUNIvers as are necessary to ensure that MUNIvers receives the full amount that it would have received had no such deduction been made.
For the purposes of calculating Taxes, MUNIvers will rely on the billing address provided by the Customer. Customer must notify MUNIvers immediately of any changes to its tax status or registration numbers (e.g., GST/HST number, PST number, QST number, or Business Number).
If the Customer is required to reimburse MUNIvers for any expenses, the amount payable will be the actual cost incurred by MUNIvers less any input tax credits or similar recoveries MUNIvers is entitled to claim. If the reimbursement is itself subject to Taxes, the Customer shall pay an additional amount equal to those Taxes.
To use the Payrix payment gateway integrated with the Application, the Customer must enter into a Sub-Merchant Agreement directly with Payrix. The Sub-Merchant Agreement is between the Customer and Payrix — MUNIvers is not a party to it. MUNIvers will provide the Customer with applicable fee disclosure information on the Order Form or during the Payrix sign-up process.
A notice or other communication to or by a party under the Agreement must be in writing and served by delivery in person or by email to the email address for relevant party identified on the Order Form. The notice will be treated as being given when it successfully enters the recipient’s email system.
A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver. Any failure or delay by any party to exercise any power or right or rely on a remedy under the Agreement does not operate as a waiver of that power, right or remedy.
The Agreement cannot be modified in any way subsequent to its execution unless by agreement in writing signed by both parties.
The Agreement is governed by and must be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party irrevocably submits to the exclusive jurisdiction of the courts of British Columbia.
The Agreement constitutes the entire agreement of the parties in respect of its subject matters and supersedes any and all prior negotiations, representations, undertaking or agreements, whether written or oral.
Unless otherwise expressly provided in the Agreement, a party is not capable of assigning, novating or encumbering any right or liability under the Agreement without the prior written consent of the other party.
All or part of any provision of the Agreement that is illegal, invalid or unenforceable will be severed from the Agreement and the remaining provisions (or parts of provisions) will continue in force.
