Charges Addendum

1. Charges

1.1 The Sales Order sets out the Charges and expenses that are payable by the Customer. This Charges Addendum sets out additional terms and principles for how Charges are incurred by the Customer under the Agreement. If there is a conflict between the Sales Order and this Charges Addendum then the Sales Order shall prevail. All Charges shall be collected automatically by JustGo from the payment mechanism (for example a bank mandate or a credit/debit card) which the Customer is required to put in place on commencement of the Agreement.

1.2 The Charges for the Implementation Services are set out on the Sales Order and will be collected by JustGo on the Order Date unless stated otherwise on the Sales Order.

1.3 The Subscription Charges (taking into account the initial Use Restrictions) are set out on the Sales Order and are collected by JustGo on the first day of each calendar month unless stated otherwise on the Sales Order. The Subscription Charges include the Charges for the Support Services.

1.4 JustGo charges a fee for each transaction that is processed through the SaaS Services in the amounts and/or at the rates set out on the Sales Order (“Transaction Fee”). Depending on the identity of the Third Party Payment Provider, JustGo may invoice the Customer for Transaction Fees due to both JustGo and the relevant Third-Party Payment Provider, alternatively, JustGo may invoice the Customer for Transaction Fees due only to JustGo and the Third Party Payment Provider will invoice the Customer directly. The Customer authorises JustGo to deduct and transfer the Transaction Fees automatically to JustGo from the account that the Customer sets up as part of the Payment Services and the Customer irrevocably authorises JustGo to make such deductions and transfers during this Agreement.

Supplementary Charges

1.5 If at any time the Customer exceeds the then-current Use Restriction, then without prejudice to JustGo’s other rights and remedies, the Customer shall be liable to pay JustGo excess Charges as outlined in paragraphs 1.6 to 1.13

Subscription Fees

1.6 Where the SaaS Service has a Use Restriction of Active Members (“Active Members” being the total number of members who have signed up to the membership packages (defined by the Customer) in the SaaS Services at any time), then the Customer shall be liable for excess Charges if it exceeds that Use Restriction. For the sake of clarity, there is no distinction (for the purposes of calculating whether an individual is an Active Member) between membership packages that are charged for by the Customer or those which are free of charge.

1.7 If at any time the Customer exceeds the current Active Members allowance, then JustGo will notify the Customer and JustGo will automatically uplift the Customer’s Use Restriction to the next Active Members band as detailed in the Sales Order(s), or according to published information.

1.8 The Customer’s Subscription Charges will be increased (taking into account any discounts detailed in the relevant Sales Order), to the list price Subscription Charges for the revised Active Member band. The increased Subscription Charges will be invoiced and collected by JustGo on the 1st day of the month following the month in which the breach of the Use Restriction occurred and continue for the remainder of the Term.

Email Allowance

1.9 The Customer is assigned an allowance of emails that can be sent per month from the communications capabilities provided by the SaaS Services. This Email Allowance is detailed in the Sales Order(s). The usage includes Customer or Authorised User-initiated emails, for example, but not limited to Email and Communications (formerly Chat) or Event Management generated user-initiated emails (capabilities of the SaaS Services), but excludes those generated from Email Management (section 1.12 below). Each individual communication sent to an individual contact is counted as one use i.e. one email sent to 12 contacts would incur a count of 12. Further, any allocation unused in one month is lost if not used and cannot be carried over for use in subsequent months.

1.10 Where a Customer initiated email will exceed the remaining allowance, the email will not be sent until sufficient allowance is made available. The Customer has two options:

(a) The Customer has the option to subscribe to a higher email allowance per month to mitigate future email overage Charges. The options available and cost of each option per month are detailed in the following table. For the sake of clarity to move from Tier 7 to Tier 9 the cost is the difference between those tiers i.e. £15.00 in the case of the United Kingdom:

Notes:

• • All Email Allowance Charges are exclusive of VAT.
    
    
  • The revised email allowance will be detailed in a Sales Order and due from the 1st day of the month in which the Customer chooses to increase its email allowance.
  • The increase will be applied to the Subscription Charges levied at the next payment date. Any Subscription Charges due prior to this will be levied under a separate invoice.

(b) The Customer may purchase multiples of an Overage Bundle in accordance with the following table. During any month in which there is email usage over the allocated monthly email allowance then the excess will be deducted from the Overage Bundle for subsequent months.

Notes:

• Should the current Overage Bundle be exhausted JustGo will prevent further sending of emails until either an Email Bundle or additional Email Allowance capacity has been purchased.
• All Email Bundle prices are exclusive of VAT.
  Email Bundles will be available immediately on completion of purchase.
• Purchased Email Bundles do not expire.
• No refund will be available should any emails remain on termination of a JustGo Agreement.

Email Overage Charges

• The Customer is assigned a System Generated email allowance for Email Management etc., which will be monitored on a fair usage basis. Should the Customer regularly exceed its email allowance then the Customer will be notified and offered two options:
  • To increase its System Generated email allowance (see table presented in section 1.10 above regarding fees);
  • Alternatively, an Email Overage Charge will be levied. The Customer will be charged an Email Overage Charge according to its region for each whole or part of 500 emails that the Customer has been over its current email allowance in any month. By way of example, 2,045 emails over the allowance would equate to a 2,500 overage. The cost of the overage Charge is shown in the following table:

Notes:

• All Email Overage Charges are exclusive of VAT.
• The increase will be applied to the Subscription Charges levied at the next payment date. Any Subscription Charges due prior to this will be levied under a separate invoice.

API Usage Allowance

1.12 The Customer is assigned an API usage allowance per month as detailed in the Sales Order(s). Factors that affect this usage include, but are not restricted to, integrations with third-party solutions, map calls from Finder Weblets (JustGo Service capability) and any other external call that triggers database activity. Any unused allocation is not carried over to the next month.

1.13 Should the Customer exceed their API usage allowance in any month then the Customer will be charged an API overage Charge according to its region for each part of 5,000 calls over its current API usage allowance in any month. For the sake of clarity 12,045 API calls over the allowance would be the same as 15,000. The cost of the overage is shown in the following table:

1.14 The Customer has the option to subscribe to a higher API usage allowance per month to mitigate future API overage Charges. The options available and the cost of each option are detailed in the following table. For the sake of clarity to move from Tier 2 to Tier 4 the cost is the difference between those tiers i.e. £40.00 in the case of the United Kingdom:

Notes:

● The figures below the Tier title represent the revised API usage allowance per month.

● All API usage allowance Charges are exclusive of VAT.

● The revised API usage allowance will be detailed in a Sales Order and due from the 1st day of the month in which the Customer chooses to subscribe to a higher API usage allowance.

● The increase will be applied to the Subscription Charges levied at the next due payment. Any Subscription Charges due prior to this will be levied under a separate invoice.

Dispute/Charge-back Fees

1.15 In the event of a Customer’s member disputing a payment levied on them through the SaaS Services, the Third Party Payment Provider may levy a dispute/charge-back fee. JustGo will notify the Customer providing up to 21 days to resolve the dispute with its member. Should the dispute/charge-back not be resolved within the 21 day period then JustGo will levy the resulting dispute/charge-back fee on the Customer plus the disputed original amount. The current fees are shown in the following table for each region:

**All fees are correct as of December 1st, 2020, but are subject to change by a Third Party Payment Provider at any time.

**Fees in the table are approximate as do occasionally vary slightly e.g. £15.63 instead of £15.00. JustGo will chargeback the fee charged to it by the relevant Third-Party Payment Provider.

** The disputed amount is automatically refunded by the payment provider to the card/bank holder, therefore, in addition to the dispute/chargeback, the amount collected will include the disputed amount. For the avoidance of doubt, if the £200 membership is disputed, then this £200 will automatically be refunded to the disputers' financial organisation. Therefore, the amount deducted from the Customer will be £200 (being the original disputed amount), £15 Chargeback Fee, and £2 payment collection fee.

3D Authentication Fee

1.16 Whenever a credit or debit card provider undertakes a 3D authentication check on an online payment transaction then the Customer will be accountable for any resulting 3D authentication fees levied by the Third Party Payment Provider. The following table shows the current 3D authentication fee per region per Transaction:

**All fees are correct as of December 1st, 2020, but are subject to change by the Third Party Payment Provider at any time.

Card Account Updater Fee

1.17 The Third-Party Payment Provider will automatically update expired or renewed card information for Customer’ members. The benefit is that this reduces the incidence of failed cards for subscriptions. The Third-Party Payment Provider levies a card account updater fee each time this is complete which the Customer will be accountable for. The following table show the current card account updater fee per region per update:

**All fees are correct as of December 1st, 2020, but subject to change by Third Party Payment Provider.
Recharging of Supplementary Fees

Digital Wallet Ticketing QR Code Fees

1.18 Should the Customer subscribe to the JustGo Digital Wallet capability and utilise the Ticketing QR Code option, then there is a fee levied for each ticket generated that includes a QR Code.  Note that the default for all tickets is that the QR Code option is switched off.  The following table shows the QR Code Fee per ticket:

Recharging of Supplementary Fees

1.19 For all Charges detailed in clauses 1.5 to 1.18 the Charges will be deducted and transferred automatically to JustGo from the account that the Customer sets up as part of the Payment Services element of the SaaS Services and the Customer irrevocably authorises JustGo to make such deductions and transfers during this Agreement. An invoice for these fees will be available for the Customer to download.

1.20 Generally, Implementation Services and Professional Services will be delivered by JustGo remotely. However, if JustGo agrees to travel in order to provide certain services then JustGo shall be entitled to reimbursement of its travel, accommodation, and subsistence expenses reasonably incurred by JustGo in the course of providing the Services. JustGo shall invoice the Customer for reimbursement of expenses once a month and these Charges shall be paid within 14 days of the date on the invoice.

1.21 Professional Services provided under a Work Request are charged at an hourly rate up to 7 hours, thereafter charged on a daily rate or part thereof. Unless stated otherwise on a Sales Order, the following table sets out the current Work Request rates per hour and per day for each Customer geographic region:

Notes:

● All rates are presented exclusive of VAT.