Request Manager – Payment Terms

These Payment Terms govern paid subscriptions to Request Manager functionality made available through the Assent Sustainability Platform (“ASP”) and are incorporated into and form part of the Assent Sustainability Platform Terms of Service (“ASP Terms”), available at  https://www.assent.com/assent-sustainability-platform-asp-terms-of-service/. 

If you are entering into these Payment Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its affiliates to these Payment Terms, in which case the terms “you” or “your” will refer to that entity and its affiliates. 

In the event of any conflict between these Payment Terms and the ASP Terms, these Payment Terms govern solely with respect to fees, billing, payment mechanics, renewal, cancellation, and plan changes relating to Request Manager subscriptions, and the ASP Terms govern in all other respects.

DEFINITIONS.

As used in these Payment Terms, “we,” “us,” “our,” and “Assent” mean Assent Inc. and all of our affiliate companies. 

• “ASP” has the meaning assigned to it in the ASP Terms.
• “Supplier” has the meaning assigned to it in the ASP Terms.
• “Request Manager” means the feature of the ASP that enables Suppliers to manage, respond to, and track inbound compliance or sustainability requests originating outside of the ASP.
• “Subscription” means a paid Request Manager subscription purchased under these Payment Terms.
• “Subscription Term” means the period for which a Subscription is purchased.
• “Billing System” means Assent’s designated subscription and invoicing system, as determined by Assent from time to time.

1. Trial Access and Conversion

Assent may make Request Manager available to you on a trial basis. During any trial period, no fees are charged, no payment information is collected, and these Payment Terms are not accepted. Upon expiration of the trial period, you may convert to a paid Subscription, request a trial extension (subject to Assent’s sole discretion), or take no action, in which case your access to Request Manager will automatically expire.

2. Subscription Term, Invoicing, and Payment

2.1 Subscription Term. Unless otherwise agreed in writing, Subscriptions are sold on an annual Subscription Term basis.

2.2 Invoicing and Payment Terms. Invoices are issued upon activation of a paid Subscription and upon each renewal. All invoices are due within thirty (30) days of the invoice date. Assent may, at its sole discretion, provide an additional fifteen (15) day grace period following the invoice due date for collection purposes. Continued access during the grace period is at Assent’s discretion.

2.3 Payment Methods. You may remit payment by acceptable methods as listed on the invoice or by other supported offline payment methods. You are responsible for maintaining accurate and current billing information.

2.4 Payment Processor Disclaimer. Assent uses third-party payment processors and financial institutions in connection with billing and collection. Assent is not responsible for delays, errors, or failures caused by payment processors, financial institutions, or banking systems. You remain responsible for timely payment of all amounts due.

2.5 Taxes. Fees are exclusive of all applicable sales, use, value-added, goods and services, harmonized sales, withholding, or similar taxes, duties, or governmental charges (collectively, “Taxes”). You are responsible for the payment of all Taxes associated with your Subscription. If you are required by law to withhold any Taxes from payments due to Assent, you shall gross up the payment so that Assent receives the full amount invoiced. If you claim an exemption from any Taxes, you must provide Assent with a valid tax exemption certificate or other appropriate documentation satisfactory to Assent prior to invoicing; otherwise, Assent may charge applicable Taxes.

2.6 Currency. All fees are denominated in and payable in the currency specified at checkout or in the applicable order. If no currency is specified, then the fees shall be in USD.  If any payment is made in a different currency, you are responsible for any currency conversion costs, bank charges, or exchange rate differences.

2.7 No Setoff. You may not withhold, offset, or set off any amounts due under these Payment Terms against any amounts allegedly owed by Assent without Assent’s prior written consent.

2.8 Regulatory Adjustments. Assent may adjust fees during a Subscription Term to reflect new or increased government-imposed taxes, duties, or regulatory charges that become applicable to the provision of Request Manager. Any such adjustment will be limited to the amount necessary to reflect the increased charge.

3. Late Payment, Termination, and Reactivation

3.1 Dunning and Collection. If payment is not received by the invoice due date, the Billing System may initiate dunning procedures and attempt collection using any valid payment method on file.

3.2 Termination for Non-Payment. If payment is not received by the end of the grace period, your Subscription may be terminated at Assent’s sole discretion. Following termination or suspension for non-payment, access to Request Manager functionality may be deactivated. 

3.3 Reactivation. If you submit payment after termination, Assent may, in its sole discretion, reactivate your Subscription. Reactivation may require issuance of a new invoice aligned to the original billing date. Assent is under no obligation to reinstate a Subscription following termination.

3.4 Chargebacks and Payment Disputes. You agree not to initiate chargebacks or payment disputes in bad faith. If you initiate a chargeback or reverse a payment without valid basis, Assent may suspend access to Request Manager pending resolution. Assent reserves the right to recover any reasonable costs incurred in connection with defending or resolving improper chargebacks.

3.5 Collection Costs. You agree to reimburse Assent for reasonable costs incurred in connection with the collection of unpaid amounts, including reasonable attorneys’ fees, to the extent permitted by applicable law.

4. Voluntary Cancellation

4.1 Voluntary Cancellation. You may cancel your Subscription at any time by contacting Assent through the ASP or via designated support channels. Cancellation becomes effective at the end of the then-current term.

4.2 No Refunds. All fees are non-refundable. Once an invoice has been paid, Assent will not issue refunds or credits for any unused portion of the Subscription Term. Subscription pauses are not permitted.

5. Auto-Renewal

5.1 Automatic Renewal. Subscriptions renew automatically for successive Subscription Terms of the same duration of the previous Subscription Term, unless you provide notice of cancellation via the method(s) specified on the applicable renewal reminder prior to the applicable renewal date. 

5.2 Renewal Reminder. Assent will send a renewal reminder to the email address on file at least sixty (60) days prior to the renewal date. You are responsible for maintaining a current and accurate email address and billing contact information associated with your account. Failure to receive a renewal reminder due to outdated or incorrect contact information does not affect the validity of renewal.

5.3 Renewal Charges. If a valid payment method is on file, the Billing System may attempt to process renewal charges on or after the renewal date. If renewal payment fails, notification may be issued and collection procedures may commence.

5.4 Pricing Adjustments. Assent reserves the right to modify, replace, or discontinue Subscription plans or plan features upon renewal, including increasing prices, provided that any such changes will take effect only at the commencement of a renewal Subscription Term. Assent will provide notice of any such pricing changes in the renewal reminder email or through the ASP at least thirty (30) days prior to renewal. Unless you cancel your Subscription prior to the renewal date, the renewal will proceed at the updated pricing. If you do not cancel prior to the renewal date, renewal at the updated pricing constitutes your acceptance of such pricing.

6. Plan Changes

6.1 Plan Modification Requests. You may request a plan change at any time. Unless otherwise determined by Assent, plan changes take effect at the end of the then-current Subscription Term.

6.2 Upgrades and Downgrades. By default, upgrades and downgrades take effect at the end of the then-current Subscription Term. Upgrades do not reset the Subscription Term unless expressly agreed in writing. Downgrades do not result in prorated credits or refunds unless expressly agreed in writing.

7. Governing Law, Liability, and Incorporation of ASP Terms

7.1 Governing Law and Language. These Payment Terms are governed by and subject to the governing law, jurisdiction, and language provisions set forth in the ASP Terms.

7.2 Liability and Indemnification. All disclaimers, limitations of liability, waivers, indemnification obligations, and risk allocations set forth in the ASP Terms apply equally to these Payment Terms and to all matters arising out of or relating to Request Manager Subscriptions. Nothing in these Payment Terms expands, modifies, or limits Assent’s liability beyond what is provided in the ASP Terms.

8. System of Record

The Billing System is the authoritative system of record for Subscription status, billing status, payment history, renewal tracking, and cancellation status. In the event of discrepancy, the Billing System record shall control.