MyCujoo Live Services (“MCLS”) Terms of Service (the “Terms”)
These Terms apply to the grant by Empower Sports AG, whose registered address is Germaniastrasse 6, 8006 Zurich, Switzerland (“Us”, “We”, “Our”) to Our customers (“You” “Your”) of access to, and use of, the Product and Services.
1.1 In these Terms (except where the context otherwise requires) the following words shall have the following meanings:
“Commencement Date” means the date on which We grant You access to, and use of, the Product and the Services;
“Confidential Information” means any information in whatever form which is marked as confidential or which, by its nature or the circumstances of its disclosure, ought to be treated as confidential, but shall not include information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party, which independent development can be shown by written evidence;
“Console” means Our technology system that enables You manage live streams and events, and to access and use the other parts of the Product and the Services;
“Content” means audio, audiovisual and visual still and moving imagery;
“Customer Data”means any data processed by You in relation to your End Users;
“End Users” means Your end user subscribers which are authorised by You to view Content that You make available via the Product;
“Fee Accrual Period” means a calendar month during which you use the Product and/or Services for which We may charge Service Fees in accordance with Schedule 3;
“Intellectual Property Rights” means all intellectual property rights throughout the world for the full term of the rights concerned and including all extensions and renewals of such rights, whether or not such rights are registered or capable of registration, including, without limitation, copyright, database rights, patents, rights in inventions, know-how and technical information, design rights, registered designs, trade marks (including business and brand names, rights in domain names, devices and logos) and the right to apply for any of the foregoing anywhere in the world;
"Minimum Term” means a period of 12 months from the Commencement Date;
“Normal Business Hours” means 8.00 am to 6.00 pm local Switzerland time, each working day;
“Permitted Purpose” means streaming, transmitting or displaying Content for viewing by End Users;
“Product” means Our white label live streaming platform, which shall include the Console, any associated Software and the Video Player, in each case which enable access to and use of the Services;
“Services” means the services provided by Us to You under these Terms in relation to the Product, as more particularly described in Schedule 1;
“Software”means any software applications provided by Us as part of the Product and/or Services;
“Service Fees” has the meaning given in Schedule 3;
“Service Level Agreement” means the service levels more particularly described in Schedule 2;
“Video Player” means the MCLS video player through which Content is streamed to the End Users; and
“Virus”means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
2. Licence of and access to the Product and Services
2.1 Subject to Your payment in full of the Service Fee in accordance with these Terms, We hereby grant to You a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Product and Services only in accordance with these Terms.
2.2 We will provide You with a user identification and password to enable access to the Console to enable use of the Product and Services. You are responsible for all activities that occur under the user identification, regardless of whether such activities are undertaken by you or a third party and for keeping confidential the user identification and password. If you become aware of any unauthorised access to the Console or any other part of the Product, You shall immediately notify Us.
2.3 You may only use the Product and/or the Services for the Permitted Purpose and otherwise in accordance with Our instructions, and You shall not at any time access, store, distribute or transmit any Viruses, or any material during the course of Your use of the Product or Services that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 promotes unlawful violence;
2.3.4 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.5 infringes the Intellectual Property Rights of any third party; or
2.3.6 is otherwise illegal or causes damage or injury to any person or property,
and We reserve the right, without notice or liability or prejudice to Our other rights to You, to disable Your access to the Console and other parts of the Product (and any other materials) and Services if You breach the provisions of this clause.
2.4 You shall not and shall ensure that End Users shall not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.4.2 provide access to the Product to any individual or legal entity other than the End Users; or
2.4.3 attempt to obtain, or assist others in obtaining, access to the Product, except as permitted by these Terms; or
2.4.4 access all or any part of the Product in order to build a product or service which competes with the Product; or
2.4.5 introduce or permit the introduction of, any Virus into Our network and information systems.
2.5 The rights provided under this clause 2 are granted to You only and shall not be exercisable by any of Your subsidiaries or holding company (or any other third party).
2.6 If We become aware that You have breached any of Your obligations under these Terms, We shall have the right to immediately suspend Your access to the Product and Services until such breach has been remedied.
3.1 We shall provide the Services to You on, and subject to, these Terms and in accordance with the Service Level Agreement.
3.2 We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for unscheduled maintenance performed outside Normal Business Hours. We will use reasonable endeavours to give You at least  Normal Business Hours’ notice in advance of any such unscheduled maintenance.
3.3 We may, from time to time, make commercially reasonable scheduled updates to the Product, Services and/or Service Fees. If so, we will inform You reasonably in advance of: (i) the time of any such updating; and (ii) any material changes to the Product and/or Services that may have a material impact on Your use of the Product or Services.
3.4 We will, as part of the Services and at no additional cost to the You, provide You with Our standard customer support services during Normal Business Hours.
3.5 Subject to clauses 3.6, We will notify You no less than 12 months before permanently discontinuing any Services (or associated material functionality) unless We immediately replace such discontinued Services or functionality with a materially similar Service or functionality.
3.5 We may without notice to You make changes to the Services or the Software which may be required to comply with any applicable law or regulation, address a material security risk, or avoid a substantial economic or material technical burden.
3.6 We may use Software provided by third parties as part of providing the Services to You.
4. Our obligations
4.1 We undertake to perform the Services with reasonable skill and care and in accordance with international industry standards, save that this undertaking shall not apply to the extent of any non-conformance which is caused by use of the Product or Services contrary to Our instructions, or modification or alteration of the Product or Services by any party other than Us or Our duly authorised contractors or agents.
4.2 We warrant that We have and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.
5. Your obligations
5.1 You shall:
5.1.1 provide Us with:
(i) all necessary co-operation in relation to these Terms; and
(ii) all necessary access to such information as may be required by Us;
in each case, in order to provide the Product and Services, including access to security access information, configuration services and, if necessary, Customer Data;
5.1.2 without affecting Your other obligations under these Terms, comply with all applicable laws and regulations with respect to Your activities under these Terms;
5.1.3 comply with all of your obligations under these Terms in a timely and efficient manner. In the event of any delays in Your provision of such assistance as agreed by Us and You, We may adjust any agreed timetable or delivery schedule as reasonably necessary;
5.1.4 ensure that the End Users use the Product in accordance with these Terms (and any instructions issued by Us from time to time). You shall be responsible for any End User’s breach of these Terms or any such instructions;
5.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for Us, our contractors and agents to perform Our obligations under these Terms, including without limitation the Services;
5.1.6 ensure that Your network and systems comply with the relevant specifications provided by Us from time to time; and
5.1.7 be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing Your network connections and telecommunications links from Your systems to the Our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.
5.2 You shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
6. Payment and Payment Terms
6.1 You shall pay to Us the Service Fees in accordance with this clause 6 and Schedule 3.
6.2 We shall be entitled to alter the Service Fee on [3 months’] written notice to You.
6.3 All amounts payable under these Terms are exclusive of any applicable tax arising out of or in connection with these Terms. You shall be responsible for all such taxes unless You provide Us with a valid tax exemption certificate before the date of any applicable invoice.
6.4 If You dispute the amount of any invoice, You must inform us before payment of the invoice is due in accordance with Schedule 3. If We conclude that an invoice is incorrect, We will issue you a credit note setting out the incorrect amount, and apply such credit to the original invoice. To the extent permissible in law, You waive all claims relating to any Service Fees you may have unless You notify Us of such claim within 60 days of the date of the relevant Invoice.
6.5 If We have not received payment from You within 30 days after the due date, and without prejudice to any other rights and remedies We may have:
6.5.1 We may, without liability to You, disable Your password, account and access to all or part of the Product (including the Console) and We shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
6.5.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 1.5% over the then current base lending rate of Our bank […] from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
6.6 All payments made by You to Us shall be made in full without set-off, deduction or counterclaim. We shall only issue refunds at our discretion and only in the form of credit for Services.
7. Intellectual Property Rights
7.1 You acknowledge that, as between You and Us, We own, or are licensed to use, all copyright and other Intellectual Property Rights of whatever nature in and relating to the Product and the Services (including in each case, any Software). Except as expressly stated herein, these Terms do not grant You any Intellectual Property Rights or any other rights or licences in respect of the Product, the Software or the Services.
7.2 We confirm that We have all the rights in relation to the Product and the Services that are necessary to grant all the rights We purport to grant under, and in accordance with, these Terms.
7.3 We warrant that the Product and the Services do not, and You warrant that the use of the Product and the Services in accordance with these Terms will not, infringe the Intellectual Property Rights of any third party.
7.4 In the event of a claim that the use by You of the Product, the Services or any Content infringes the copyright of a third party, We shall have the right in Our absolute discretion to:
7.4.1 disable Your password, account and access to all or part of the Product until We are satisfied that You have made such alterations, modifications or adjustments to Your use of the Product so that it becomes non infringing; or
7.4.2 terminate these Terms immediately.
8. Limited Services Warranty
8.1 our remedies in respect of failing to provide the Services in accordance with these Terms are set out in the Service Level Agreement in Schedule 2. Other than as set out in Schedule 2, We:
8.1.1 not warrant that the Product, the Software or the Services will be free from Viruses, trojan horses, bugs, omissions or errors, or that deficiencies or defects in the Product, the Software or the Services will be corrected; and
8.1.2 are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Product, the Software and the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.2 If it is determined by Us that the Product and/or Services do not operate in accordance with industry international standards, Our only responsibility to You will be:
8.2.1 as set out in the Service Level Agreement in Schedule 2; or
8.2.1 to use best efforts, consistent with such standards, to resolve any defects.
8.3 If we fail to resolve within 15 consecutive days of being notified any defects which prevent the Product from functioning in its entirety throughout such period, You shall have the right to immediately terminate these Terms on written notice to Us.
8.4 Except as expressly set out in these Terms, We hereby exclude to the fullest extent permitted by law all conditions, warranties, terms and undertakings, express or implied, whether by statute, common law, trade practice, custom, course of dealing or otherwise (including without limitation as to quality, performance or fitness or suitability for purpose) in respect of the Product, the Software and the Services.
9.1 You shall indemnify and hold harmless Us against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Your use of the Product, the Software and/or the Services (and any associated use of any Content).
9.2 In the defence or settlement of any claim, We may procure the right for You to continue using the Product, replace or modify the Product so that it becomes non-infringing or, if such remedies are not reasonably available, terminate these Terms on 2 working days’ notice to You without any additional liability or obligation to You.
9.3 Notwithstanding any term to the contrary, in no event shall We be liable to You for any claims by You or any third party arising from:
9.1.1 a modification of the Product by anyone other than Us; or
9.1.2 Your use of the Product or Services or in a manner contrary to these Terms or any instructions given to You by Us; or
9.1.3 Your use of the Product after notice of any alleged or actual infringement from Us or any appropriate authority.
10. Limitation of Liability
10.1 Nothing in these Terms and Conditions shall exclude or restrict the liability of either party to the other for death or personal injury resulting from the negligent act of one party or for liability for any fraudulent misrepresentation by a party to these Terms.
10.2 Except as expressly and specifically provided in these Terms:
10.2.1 You assume sole responsibility for results obtained from the use of the Product by You and any End User, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Us by You in connection with the Product, or any actions taken by the Us at Your direction; and
10.2.2 the Product is provided to the Customer on an “as is” basis.
10.3 Subject to clause 10.1 and clause 10.2 and to the fullest extent permitted by law:
10.3.1 We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
10.3.2 Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total Service Fees paid for the Services during the 12 months immediately preceding the date on which the claim arose.
11. Term and Termination
11.1 These Terms shall commence on the Commencement Date and shall continue until terminated in accordance with this clause 11.
11.2 We may terminate these Terms immediately on written notice to You if:
11.2.1 You commit a material or persistent breach of any of these Terms and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same; or
11.2.2 are unable to pay debts when they fall due, insolvent or enter into any arrangement with Your creditors for the repayment of Your debts, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against You, or an administrator, receiver, liquidator, manager or similar officer is appointed over all or any substantial part of Your assets, or You are subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (other than for the purposes of solvent amalgamation or reconstruction), or if You cease or threatens to cease business or are subject to any analogous event or proceeding in any applicable jurisdiction.
11.3 You may only terminate these Terms:
11.3.1 upon or after expiry of the Minimum Term and by providing us with at least [30 days’]
written notice of any such termination; or
11.3.2 in accordance with clause 8.3.
11.4 We may terminate these Terms on a minimum of [3 months’] written notice to You.
11.5 Any termination of these Terms shall be without prejudice to any other rights or remedies either party may be entitled to under these Terms or at law.
11.6 Upon termination of this Agreement for any reason:
11.6.1 the provisions of clauses 6.5.2, 7, 8, 10, 11.5, 11.6, 12 and 14 shall continue in force;
11.6.2 all amounts then owed to Us shall immediately become due and payable;
11.6.3 We may delete any Customer Data from our website and/or servers; and
11.6.4 We shall remove access for You and Your End Users to the Product.
12.1 Neither party shall at any time after the Commencement Date:
12.1.1 divulge or communicate to any person, company, business entity or other organisation;
12.1.2 use for its own purposes or for any purposes other than those of the other party; or
12.1.3 through any failure to exercise due care and diligence, cause any unauthorised disclosure of:
any trade secrets or Confidential Information relating to the other party provided thatthese restrictions shall cease to apply to any such information which shall become available to the public generally otherwise than through a breach of a duty of confidentiality owed to the other party and further provided thatneither party shall be restricted from disclosing the Confidential Information or any part of it pursuant to a judicial or other lawful government order, but only to the extent required by such order and subject to the party obliged to comply with such order giving the other party as much notice of the terms of the order as may be reasonably practicable.
13. Data protection
13.1 The parties acknowledge that We do not anticipate processing any personal data, including any Customer Data, as part of Your use of the Product or Services. If We do process any such data, the parties acknowledge this will be in accordance with separate provisions relating to data protection agreed between the parties and/or in accordance with any relevant legislation or regulations.
14.1 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.2 Neither party shall be liable for any delay in or for failure to perform its obligations under these Terms, other than an obligation to make any payment due to the other party, if that delay or failure is caused by circumstances beyond the control of that party including, without limitation, strikes, lock-outs or other industrial disputes (whether involving Our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
14.3 These Terms constitute the entire understanding between the parties with respect to the subject matter of these Terms and supersedes and replaces all prior agreements, negotiations and discussions between the parties relating to it. You confirm and acknowledge that You have not been induced to enter into these Terms by any representation, warranty, or undertaking not expressly incorporated into it. However, nothing in these Terms purports to exclude liability for any fraudulent statement or act.
14.4 We reserve the right to vary these Terms from time to time to reflect any changes to the Product, Our users’ needs and Our business priorities. We will try and give You reasonable notice of any changes.
14.5 You shall not be entitled to assign or sub-contract these Terms nor any of its rights or obligations hereunder nor to grant sub-licences in relation to use of the Product, the Software and/or the Services.
14.6 If any provision of these Terms shall be held to be unlawful, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be severed from these Terms and rendered ineffective as far as possible without modifying or affecting the legality, validity or enforceability of the remaining provisions of these Terms which will remain in full force and effect.
14.7 Any notice to be given under these Terms shall be in writing and shall be delivered by hand or sent by first class post to the address of the other party as may be notified from time to time.Any such notice or other document shall be deemed to have been served: if delivered by hand - at the time of delivery; if sent by post - upon the expiration of 48 hours after posting.
14.8 These Terms shall be governed by and construed in accordance with Swiss law, excluding conflict of law provisions of the Swiss Federal Act on International Private Law and the Lugano Convention and excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980), and each party hereby irrevocably submits to the exclusive jurisdiction of the courts of Zurich, Canton of Zurich, Switzerland.
1. – Services
The Services shall mean the provisions by Us of the following technologies for use by You or End Users (as applicable):
Live Streaming Services
The provision of and use by You of Our live streaming technology, which will enable a live stream of any Content through the Video Player. This will involve: (i) the acquisition of an RTMP stream, the use of the Transcoding Services to convert the incoming RTMP signal into HLS playlists and segments, and providing the origin of the HLS playlists and its segments for a stream; (ii) creation of unlimited configurations to define Your stream preferences, including FPS, KFI, segment size, bitrate, security, and DVR options. We will automatically generate a download of Your live stream when it ends and monitor live streams in real-time using video/audio bitrate, resolution, connection count, FPS and KFI incoming stream data.
2. Transcoding Services
The conversion of a video file from one encoding format to another in order to increase the number of compatible target devices a media file can be played on to allow a live stream to be sent in the relevant and supported formats to be used on all devices.
3. Multi-Streaming Services (pull and push)
Re-streaming Content live to a third party platform (such as You Tube or Twitch) by forwarding Your raw live stream, creation of a unique RTMP pull endpoint for each stream if the third party platform requires You to pull your stream, creation of fully configurable RTMP push and pull endpoints for Your live streams including specifying resolution, quality and bitrate on a per-destination basis.
4. Video on demand (“VoD”) Services
Uploading Content and creating a video that can be viewed by End Users on demand.
5. Annotation Services
Creating metadata on Your live stream or on-demand video at specific points in time through the Video Player. The Annotations can be displayed on the video timeline to enable End Users to immediately view key points of Content.
6. Clipping Services
Creating customisable video clips from Your live stream or VoD, pre-configure the video clip settings during Your live stream, generate shorter video clips which can be downloaded by End Users.
7. Video Consumption Data and Analytics Services
Analysing data such as live concurrent plays, total unique End Users watching live, and total unique End Users watching VoD.
8. Events Services
Creating and managing all Your events, structure all event metadata in the schema, and supplementing Your events with any data required. You can either display the Video Player on Your website using our embeddable video players and SDKs, or use Our RTMP endpoints to enable End Users to access the video streams outside of Our players.
2. – Service Level Agreement
For the purpose of this Schedule 2, the following definitions shall apply:
1.1 “Downtime" means more than a 5% Error Rate. For APIs and playlist requests, downtime is measured based on server side Error Rate. For Streaming Ingest, downtime is measured on minutes of unavailability of the Streaming Ingest.
1.2 "Downtime Period" means a period of one or more consecutive minutes of Downtime. Partial minutes or Intermittent Downtime for a period of less than one minute will not be counted towards any Downtime Periods.
1.3 "Error Rate" for the API means the number of valid requests that result in a response with HTTP Status 500 and Code "Internal Error" divided by the total number of valid requests during that period for the organisation of the customer. Repeated identical requests do not count towards the Error Rate unless they conform to the back-off requirements.
1.4 "Financial Credit" means the credits to invoices issued to You as follows:
Monthly Uptime Percentage
Percentage of Service Fees invoice that will be credited
More than 99% but less than 99.9%
95% to 99%
Less than 95%
1.5 "Monthly Uptime Percentage" means total number of minutes in a month, minus the number of minutes of Downtime suffered from all Downtime Periods in a month, divided by the total number of minutes in a month.
1.6 "Streaming Ingest" means the service that You can connect an RTMP video stream to.
2. We shall provide the following Services (the “Covered Services”) to You in accordance with the following Monthly Uptime Percentages:
Monthly Uptime Percentage
BFF Event Service
3. If We fail to provide the Covered Services in accordance with paragraph 2 of this Schedule 2, We shall apply the Financial Credits in accordance with paragraph 1.4 of this Schedule 2.
4. In order for Us to apply the Financial Credits to invoices issues to You in accordance with paragraph 1.4, You must:
4.1 notify Us within 30 days from the date on which You become eligible to receive Financial Credits; and
4.2 provide us with all required information, including information to identify You, and the date and time of any Downtime.
5. If You do not comply with the requirements set out in paragraph 4 of this Schedule 2, You will not be entitled to receive Financial Credits.
6. If a dispute arises with respect to the provisions of this Schedule 2, We will in our absolute discretion make a determination on good faith based on Our system logs, monitoring reports, configuration records and other available information.
3. – Service Fees
You shall pay Us the Service Fees either on a ‘pay as you go’ basis or a fixed monthly cost basis
Pay as you go
If you select the ‘pay as you go’ option, You shall pay the following Service Fees:
Net Fee (Euros)
Each minute of standard definition transcoding (per rendition: < 720p)
Each minute of high definition transcoding (per rendition: > 720p)
Each minute of ultra high definition transcoding (per rendition: > 1080p)
Origin Storage (per GB per month)
Origin traffic (per GB transferred)
CDN traffic (per GB transferred)
DRM encryption (per minute per rendition)
DRM licenses (per user licence/event)
RTMP stream pulled per minute
RTMP stream pushed per minute (multistreaming)
Highlight clipping (per highlight created)
Annotations (per annotation created)
2.2 We shall provide you with an invoice on the last day of each Fee Accrual Period in respect of the Service Fees for all Services provided to You in that Fee Accrual Period.
3. Fixed monthly costs
3.1 If you select the fixed monthly cost option, you shall pay the [the fixed monthly costs for the Services as separately provided to You by Us / as follows:]
3.2 We shall provide You with an invoice on the last day of each Fee Accrual Period in respect of the fixed monthly cost. We reserve the right to increase or decrease the fixed monthly cost depending on Your actual use of the Services used by you in any Fee Accrual Period.
4. Payment terms
4.1 If You elect to pay by credit card or debit card, You must provide Us with valid, up-to-date and complete credit or debit card details and any other relevant valid, up-to-date and complete contact and billing details and by providing us with such details You hereby authorise Us to bill such credit or debit card immediately on the date We issue Our invoice to You in accordance with paragraph 2.2 of this Schedule 3.
4.2 If you elect to pay by invoice (and We agree to such payment method), you shall pay such invoice within 30 days of the invoice date.