Expense subscription policy
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.
In the event of any price revision implemented under Clause 6.4.2 (Other Price Revision), Rydoo shall update the Subscription Policy to reflect such revised pricing. Any such changes shall become effective and applicable in accordance with, and subject to, the process, notice requirements, and implementation timeline set forth in Clause 6.4.2.
2) SUBSCRIPTION
For the avoidance of doubt, the following conditions apply to all Licenses relating to the Expense Solution and, where applicable, any Add-Ons purchased by the Client.
At the beginning of each Subscription Period, the Client will be assigned to a corresponding Pricing Tier, which determines the maximum number of Active Users permitted under the Client’s Subscription plan for the Expense Solution and any applicable Add-Ons.
Each Pricing Tier has a defined Active User limit, as specified in Exhibit A to this Subscription Policy.
If any service purchased by the Client does not follow the tier-based pricing model, the Client shall be charged for such service in accordance with the fees specified in the corresponding Order Form and, where applicable, any additional terms governing that service. Such fees may be adjusted in accordance with Clause 6.4 (Price Adjustment) of Rydoo’s Terms and Conditions.
Quantities of recurring products and services purchased by the Client, as stated in the applicable Order Form(s), are committed quantities and may not be reduced during the relevant Subscription Period.
2.1 Expense Solution and/or other products and/or services
Rydoo grants the Client the right to access and/or use the Expense Solution (including its Add-Ons), Implementation Services, day-to-day Support Services and Technical Support in accordance with the terms of the Contract.
The Expense Solution is sold independently from Add-Ons and/or Implementation Services. However, Add-Ons and Implementation Services may only be purchased if the Client has purchased the corresponding underlying service on which they depend.
2.2 Subscription Period
Unless otherwise explicitly agreed by the Parties in writing (e.g in the Order Form):
(i) each Subscription Period lasts 12 months and is fully payable upfront by the Client 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.
Rydoo will charge the Client for the usage of the Expense Solution based on the Pricing Tier indicated in the respective Order Form(s) corresponding to the first Subscription Period.
The payment of such amount shall be done upfront, in accordance with Section 6 (FINANCIAL CONDITIONS) of Rydoo’s Terms and Conditions and within the payment terms indicated on the corresponding 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 Client’s Active User count on a monthly basis taking into account average number of Active Users in the past 6 (six) months prior to the calculation.
If, at any time, the average number of Active Users over the past 6 months exceeds the maximum Active Users in the Client’s then-current Pricing Tier, the Client will be moved (“Uptiered”) to the next applicable Pricing Tier and invoiced the difference in the annual tier amount, in accordance with the then-current pricing table available in Exhibit A. Uptiering takes effect immediately and the corresponding pricing shall apply from that moment forward.
The Client acknowledges and agrees that, during any Subscription Period, downtiering is not permitted.
All invoices issued to the Client (including Renewal Invoices, and True-up Invoices), shall be paid in accordance with Section 6 (FINANCIAL CONDITIONS) 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 determine the Client’s Pricing Tier for the upcoming Subscription Period based on:
- the Pricing Tier applicable to the Client at the end of the then-current Subscription Period, or
- a higher Pricing Tier if the Client’s usage monitoring indicates that a higher tier is required.
Downtiering is not automatic and may occur only if the Client formally requests a lower tier prior to renewal of its then-current Subscription Period, demonstrates a significant and sustained reduction in usage, and Rydoo approves such request at its sole discretion.
The Renewal Invoice for the upcoming Subscription Period will be issued in accordance with the applicable Pricing Tier and the then-current pricing table in Exhibit A (“Renewal Invoice”). Following Clause 6.4 (Price Adjustment) of Rydoo’s Terms and Conditions, Rydoo may update and modify the pricing table in Exhibit A.
If the Client’s usage exceeds the highest Pricing Tier available under Exhibit A to the Subscription Policy, Rydoo may, at its discretion, either (i) move the Client to a higher Business Plan, or (ii) provide the Client with an updated Exhibit A reflecting additional Pricing Tiers.
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. In the 8th month of Client’s Subscription Period, 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.