Pricing and Invoicing

The standard fees (“Standard Fees”) applicable for LEADing Practice Materials (LPM), which may or may not be categorized or classified as Enterprise Standards or Industry Standards or other Reference Content, are: (A) Thirty-Two Thousand Euro (€32 000) per each LPM; and (B) Four Hundred and Eighty Thousand Euro (€480 000) per Release for Usage for each Reference Content.

The Standard Fees pricing listed above is subject to change. LEADing Practice SAS reserves the right to make adjustments to the Standard Fees, and related pricing, products and service offerings at any time, for reasons including, but not limited to: changing market conditions, the relationship with the customer, the particular circumstances of a project, date and quantity of order, the type and level of usage, LPM customization, LPM discontinuation or errors in advertisements.

The Standard Fees listed above, or any other fees listed in this policy or elsewhere, are not to be construed as being final or set fees as they represent the minimum Fees to be invoiced by LEADing Practice SAS unless otherwise negotiated in advance in writing with LEADing Practice SAS. The Standard Fees may not apply to a particular LPM or LPS contracted by You or the customer, and LEADing Practice SAS shall not be bound by any of these minimum Standard Fees during negotiations of such contract terms.

Only LEADing Practice SAS can provide, distribute, tailor or sell LPM or LPS. In certain circumstances, LEADing Practice SAS partners may be allowed to resell the LEADing Practice SAS LPM or LPS. However, LEADing Practice SAS partners must have a written and signed partnership agreement with LEADing Practice SAS, in order to represent LEADing Practice SAS and sell LPM or LPS. It is your responsibility to ensure that whoever is providing You LPM or LPS is an official LEADing Practice SAS Partner. Without limiting the generality of the foregoing, the standard fees for a LEADing Practice SAS partnership (“Partnership Fees”) include the following:

• A LEADing Practice SAS partnership agreement/contract is 150.000 EUR*.
• The annual partnership license fee is 150.000 EUR*.
• The royalty fee for the right to resell LEADing Practice SASreference content products is 250.000 EUR*.
• The royalty fee for the right to resell LEADing Practice SAS training products is 250.000 EUR*.
• The royalty fee for the right to resell LEADing Practice SAS software products is 250.000 EUR*.
• Sales support: The partner will pay LEADing Practice SAS an annual sales support fee in the amount of 150.000 EUR*.
• In the case of a private company or other non-government company/entity: Payment of 10% of TOTAL company revenue, for as long as the company provides, distributes, sells or allows access to LPM or LPS, or otherwise generally acts or behaves like a LEADing Practice SAS Partner.
• In the case of a government or governmental branch, department or other entity: Payment of 10% of the yearly budgets, for as long as the government or entity provides, distributes, sells or allows access to LPM or LPS, or otherwise generally acts or behaves like a LEADing Practice SAS Partner.

* These amounts can, in special circumstances, be altered by LEADing Practice SAS.

Without such a partnership contract or agreement, any providing, distributing, selling, or allowing access to LPM or LPs shall be deemed a breach of LEADing Practice SAS policies and its intellectual property, as well as a misrepresentation of partnership. Such a breach shall be subject to LEADing Practice SAS Partnership fees, as well as any other fees or remedy which may be available to LEADing Practice SAS. As per our Copyright Policy, if You use or receive any LPM or LPS, You agree with the Policies of LEADing Practice SAS and are bound to keep the intellectual property of LEADing Practice SAS secure. If You allow, whether actively or passively, the material to be released, reused, reproduced, modified, copied, reconstructed, aggregated, distributed, transmitted, displayed, published, licensed or transferred in any way, You will be held accountable for any breach which may occur. Following such a breach, You will be invoiced for the LPM or LPS, as well as any applicable “Release for Usage” fees, Partnership Fees, as well as any other fees or remedies which may be available to LEADing Practice SAS.

The fees for certain government, corporate and institutional customers may be set forth in a bid or other written agreement between the parties.

You will be invoiced for each Release for Usage obtained via direct and authorized releases by LEADing Practice SAS to You as per negotiated contract terms and in accordance with the timetable and amounts specified in the contract. LEADing Practice SAS may refuse or cancel any contract purchase orders placed at the incorrect price, notwithstanding such error is determined after contract negotiations.

You will be invoiced Standard Fees for each Release for Usage obtained via any unauthorized use, disclosure, appropriation, reproduction or misuse of any LPM and/or LPS in any form whatsoever, whether in absence of contract or outside the use permitted by contract.

Any invoice payment obligations under this Policy are non-cancelable and, except as maybe otherwise expressly stated by a pre-negotiated contract, all Fees paid are non-refundable.

Implementation and other fees, such as LPS fees, are not included in, and are in addition to, the Standard Fees applicable to Release for Usage described above.

Implementation of LPM and/or LPS can only be performed by LEADing Practice SAS or under the direct supervision and direction of LEADing Practice SAS, as contractually agreed to in writing prior to such implementation.

You will be invoiced for unauthorized implementation, usage and for all creation, customization, modification, implementation, application, supervision, communication, sharing or any other work, activity or service related to LPM which are exclusive services to be performed solely by LEADing Practice SAS (defined above as “LPS”). The fees for such unauthorized implementation, usage and changes shall be based on applicable LEADing Practice SAS fees charged to customers for same or similar implementation, usage and changes of LPM and/or LPS, all of which to be determined by LEADing Practice SAS.

Fees under negotiated contract and Standard Fees are both exclusive of federal, state, provincial, local, foreign or any other taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes).

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with Your activity in connection with the Services, (excluding only taxes based upon LEADing Practice SAS net income). All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.

You will pay pre-negotiated contract fees or the Standard Fees in the standard EURO currency, unless otherwise quoted by LEADing Practice SAS. LEADing Practice SAS reserves the right to change the quoted currency at any time and for any reason at the time of negotiation of the contract.

You also agree to pay any and all reasonable attorneys’ fees and court costs and other costs incurred by LEADing Practice SAS to protect its LPM and/or LPS, or to collect any unpaid amounts owed to it.

Without limiting the generality of the foregoing, if any payment due on a payment due date as listed on the Invoice (the “Payment Date”) is not received in full on or before the Payment Date, LEADing Practice SASS reserves the right to charge a Late Payment Fee (as described on the Invoice or contract), in addition to the Fees already owed. You shall pay to LEADing Practice SAS, immediately and without demand this Late Payment Fee, for each month during which such payment delinquency exists, equal to 2 percent (2%) of the amount owed, to defray the expenses incurred by LEADing Practice SAS in handling and processing such delinquent payment and to compensate LEADing Practice SAS for the loss of use of funds from such delinquent payment.

This Policy is governed exclusively by, and is to be enforced, construed and interpreted exclusively in accordance with, the laws of Canada, or the laws of the Country in which a breach, dispute or action arises, at the discretion of LEADing Practice SAS, and such laws shall be deemed to be the proper and applicable laws of the Policy. Each Party will submit to the exclusive jurisdiction of the appropriate Courts and all courts having appellate jurisdiction thereover, in any suit, action or other proceeding arising out of or relating to this Policy.

Each party waives and will not assert by way of motion as a defense or otherwise in any such action, any claim that:

1. such party is not subject to the jurisdiction of such Court;
2. such action is brought in an inconvenient forum;
3. the venue of such action is improper; or
4. any subject matter of such action may not be enforced in or by such Court;

and will not seek and hereby waives in any suit or action brought to obtain a judgment for the recognition or enforcement of any final judgment rendered in an action and review, other than by way of appeal, in any court of any other jurisdiction of or pertaining to the merits of any action, whether or not such party appears in or defends the action.

If any provision contained in this Policy is held by any competent authority to be invalid or unenforceable in whole or in part, it shall insofar as it is severable from the remainder of the Policy, be deemed to be omitted from the Policy and the validity of the other provisions contained in Policy and the remainder of the provision in question shall not be affected thereby.