1. DEFINITIONS

Capitalized terms used herein shall have the meaning set forth below, or in the Contract, as applicable:

Add-On	means a component of the Expense Solution providing additional functionality;
Active User	means a User who has made use of the Expense Solution within a month;
Contract	means Rydoo’s Terms and Conditions accepted by the Client and its all appendices (if applicable);
Implementation Services	mean guidance and support offered by Rydoo’s team during the onboarding period and within the Access Time (in respective to purchased Onboarding and/or Integration Pack) and related to the configuration of the Expense Solution on the basis of the information received from the Client;
Minimum Renewal Number	means the number of Active Users indicated on the initial Order Form;
Order Form	means Appendix no.1 to Rydoo’s Terms and Conditions that indicates the products and/or services and their quantities purchased by the Client;
Subscription	means: (i) the right granted to the Client by Rydoo to access to the Expense Solution and/or day-to-day Support Services and/or Technical Support and/or additional products or services (if purchased by the Client) that are based on the calculation of respectively Users or Active Users (the “License”); or (ii) the right granted to the Client by Rydoo to access the Additional Modules/Add-Ons and based on a fixed priced;
Subscription Period	means the term during which the Client is granted the right to access the Expense Solution;
Support Services	mean activities other than Technical Support, where Rydoo’s Customer Success Team and/or manager provides after the onboarding (Implementation Services) any day to day support to the Client;
Technical Support	means the services that Rydoo provides to the Client, destined to fixing Errors. The definition of Technical Support does not include providing training, provision or customization of Rydoo’s products, or other Support Services;
User	means a natural person authorized by the Client to use the Expense Solution and related services;

2. PURPOSE

The Purpose of this Subscription Policy is to define terms and conditions of the access to the Expense Solution independently on the Client’s configuration and/or usage of the Expense Solution.

For the avoidance of doubt, this Subscription Policy is a part of the Contract. In the event of any contradiction or inconsistency between the provisions of the Contract and the Subscription Policy, the Contract shall prevail with the restriction that any specific clauses supersede general provisions on the same subject. The Client acknowledges and agrees that this policy may be subject to change at Rydoo’s sole discretions. Any such changes will be available online. The amended policy will come into force 30 days after their publication on this site and binding upon the Client, if the Client continues to use the Expense Solution after this 30-day period.

3. LICENSES

Rydoo grants the Client the right to access and/or use the Expense Solution, day-to-day Support Services to Client’s Users in accordance with the terms of the Contract. For the avoidance of doubt, the access and/or use of other modules or services may be subject to additional terms and conditions of a separate agreement.

During the Subscription Period, the Client has a personal right to access the Expense Solution that may be exercised by any employee of the Client or Client’s representatives (Users), such as its auditors and other advisors or consultants, provided the use occurs solely on behalf of or for the benefit of the Client. The Client may also list in the present Contract its Affiliates or group entities authorized by him to access Expense Solution. For the avoidance of doubt, these shall not be considered as third-parties and the Client will take full responsibility for them.

For the avoidance of doubt, (i) each Subscription Period lasts 12 months and is fully payable upfront by the Client unless differently agreed by the Parties in writing and (ii) the subsequent Subscription Periods are automatically renewed for 12 months time unless the Contract has expired or has been terminated in accordance with the procedure decribed in the Contract.

The Subscription is a product sold independently from the Implementation Services. For the avoidance of doubt, the day-to day Support Services and/or Technical Support are included in the Subscription price. More details regarding the support can be found in the Support Policy.

A. FIRST YEAR OF SUBSCRIPTION

For the first subscription period, Rydoo will charge the Client for the usage of the Expense Solution on the basis of the number of Active Users indicated on the corresponding Order Form. The payment shall be done within payment terms indicated on such Order Form following the signature of the Contract by the Client.

The start and end date of the first Subscription Period is indicated on the Order Form. In case, the Order Form lacks such information, the start date for the first Subscription Period is the date of the signature of the Contract by the Client.

B. SUBSEQUENT SUBSCRIPTION PERIODS (RENEWALS)

Upon the end of each Subscription Period, Rydoo will calculate the average number of Active Users taking into consideration the period of the last 12 months of the use of the Expense Solution. In any case, Client’s usage in the subsequent subscription periods cannot be lower than the Minimum Renewal Number.

4. ADD-ONs

In the circumstances that the Client has purchased one or more of Rydoo’s Add-Ons, the Client acknowledges and agree that depending on the type of the product, the purchased Add-Ons are subject to upfront one-time fee or recurring fee as indicated on the corresponding Order Form.

One-time fees shall be paid upfont by the Client within the payment terms indicated on the corresponding Order Form following the signature of the Contract by the Client.

Recurring fees shall be paid upfront at the beginning of each Subscription Period in accordance with the relevant payment terms indicated in the Contract and/or Order Form. The recuring fee might be subject to price revision performed by Rydoo in accordance with the Contract and/or agreement between the Parties.

If needed and the access to the Add-Ons is based on Licenses, the calculation of the recurring fees based on the number of Active Users is subject to section 3.A and 3.B above.