1. PURPOSE

The Purpose of this Subscription Policy is to define terms and conditions of the access to the Expense Solution independently of the Client’s account configuration, as well as the calculation of the recurring fees related to Client’s 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 of this policy supersede general provisions of the Contract on the same subject.

Notwithstanding Clause 15.1 of the Terms and Conditions, the Client acknowledges and agrees that this Subscription Policy may be subject to change at Rydoo’s sole discretion and upon notification to the Client. Rydoo will notify the new Subscription Policy to the Client at the latest (1) one month before the entry into force of these new Subscription Policy.

During fifteen (15) calendar days following the date of the notification of the new Subscription Policy, the Client will have the right to terminate the Contract without notice and without any additional compensation except the one described below.

If the Client decides to terminate the Contract, the Client will be entitled to pro-rata reimbursement of pre-paid License fees remaining to the end of the then-current Subscription Period following the date of the Contract termination. Clause 4.3 of the Contract (Effects of termination) applies accordingly. If the Client does not terminate the Contract during these (15) calendar days, the Client will be deemed to have accepted the new Subscription Policy which will replace the then applicable Subscription Policy in its contractual relation with Rydoo.

2. SUBSCRIPTION

For the avoidance of doubt the below conditions apply both to the Licenses related to the Expense Solution itself and/or the Add-Ons purchased by the Client and published in Exhibit A below.

To avoid any doubts, quantities of recurring products and/or services indicated in the Order Form and purchased by the Client in accordance with the Contract cannot be decreased during the relevant Subscription Period.

2.1 Access to the Expense Solution and/or other products and/or services

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.

The Expense Solution is sold independently from 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.

2.2 Subscription Period

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 (e.g. in the Order Form) and (ii) the subsequent Subscription Periods are automatically renewed for 12-months’ time unless the Contract expires or is terminated in accordance with the procedure described in the Contract.

A. FIRST SUBSCRIPTION PERIOD

For the first Subscription Period, the Client shall provide Rydoo with a good faith estimate of the number of its expected Active Users. Based on such estimate, provided it is accepted by Rydoo, the Client will be placed in its corresponding pricing tier, such pricing tier will give the Client the possibility to make use of the Expense Solution with up to a maximum number of Active Users (“Pricing Tier”).

Each Pricing Tier has a defined maximum number of Active Users, which are detailed in Exhibit A to this Policy. Rydoo will charge the Client for the usage of the Expense Solution based on the Pricing Tier indicated in the Order Form(s) corresponding to the first Subscription Period.

The payment of such amount shall be done upfront, in accordance with Section 5 of Rydoo’s Terms and Conditions and within the payment terms indicated on the Order Form following the receipt of the invoice by the Client.

The start and end date of the first Subscription Period is indicated in the Order Form. If 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. USAGE MONITORING

Rydoo will monitor the number of Active Users in the Client’s account. For such purpose, Rydoo will consider the average number of Active Users in the past 6 (six) months. If the average number of Active Users over the past 6 months exceeds the maximum Active Users in the Client’s current Pricing Tier for 2 (two) months in a row, then the Client will be moved to the corresponding tier and invoiced the difference in the annual tier amount, in accordance with the pricing table available in Exhibit A. For the avoidance of doubt, this new tier will be considered the current Pricing Tier of the Client.

All invoices issued to the Client (including Renewal Invoices, and True-up Invoices), shall be paid in accordance with Section 5 of Rydoo’s Terms and Conditions and within the payment terms indicated in the Order Form following the receipt of the invoice by the Client.

C. SUBSEQUENT SUBSCRIPTION PERIODS (RENEWALS)

At the end of each Subscription Period, Rydoo will consider the Client’s current Pricing Tier at the time of renewal and issue the yearly fee in accordance with the pricing table in Exhibit A (“Renewal Invoice”).

For the avoidance of doubt, Rydoo reserves the right to update and modify the pricing table in Exhibit A, which will be communicated to the Client at any moment during the year, with the restriction that the updated pricing table will be applicable to the Client for its next Subscription Period, regardless of the moment in which the change is communicated and article 5.4 of the Terms and Conditions will be applicable.

If the Client exceeds its Pricing Tier for its applicable Add-Ons, and any of such Add-Ons is not indicated in Exhibit A, the Parties will negotiate in good faith an increase in the fees for those Add-Ons. In the event the Parties fail to reach an agreement on such increase within thirty (30) days following the date the Client has been informed about such circumstance, Rydoo has the right to immediately suspend or terminate respective Add-on without any liability or indemnity to the Client.

Example

The following example is for illustrative purposes only:

Tier	License Fee (€)
Business Plan (up to 40 AUs)	€ 10.000
Business Plan (up to 50 AUs)	€ 15.000

True-up example:

Client A has estimated a maximum number of 35 Active Users for its first Subscription Period, being placed in the Tier with up to 40 Active Users. During months 8 and 9, the usage monitoring reveals that the average number of Active Users has been of 47 Active Users.

Rydoo will true the Client up to the next tier with a maximum of 50 Active Users and issue the difference in the annual tier amount.

A True Up invoice of € 5.000, which corresponds to the difference between the paid tier and the actual tier the Client should have been in based on the usage monitoring information.

Renewal example:

On month 12, Rydoo will take into consideration the current tier the client is in to issue the Renewal Invoice, which in this case will be the tier corresponding to a maximum of 50 Active Users for the Client’s next Subscription Period.

At renewal, the yearly License fee corresponding to € 15.000 , which reflects the actual usage of the Client for its next Subscription Period.