This Billing Policy is an ORamaVR Standard-Form Document. It sets out the mechanics of subscription billing, payment, default, suspension, renewal, refunds, and audit that apply across ORamaVR products. It is incorporated by reference into the agreements that refer to it (including the OEM Master Agreement, the Direct Master Subscription Agreement, the Master Distribution Agreement, the Creator Pro EULA and the End Customer Terms (Exhibit B)), and may be amended by ORamaVR in accordance with the Standard-Form Document amendment mechanics in each such agreement.
Capitalized terms used but not defined in this Billing Policy have the meanings given to them in the applicable Principal Agreement. For the purposes of this Billing Policy:
“Billing Month” means each successive monthly period within a Subscription Period, beginning on the day of the month corresponding to the start of the Subscription Period.
“Billing Currency” means the currency of a transaction (euro (EUR), United States dollars (USD) or Swiss francs (CHF)) as set out in the applicable pricing Schedule or order form.
“Principal Agreement” means the agreement into which this Billing Policy is incorporated (including the OEM Master Agreement, the Direct Master Subscription Agreement, the Master Distribution Agreement, the Creator Pro EULA and the End Customer Terms).
“Reseller of Record” means the Party that issues the invoice to, and collects payment from, the End Customer in a given transaction.
“Subscription Period” has the meaning given in the Principal Agreement, and is, save where expressly stated otherwise, a period of twelve (12) months.
This Billing Policy governs the billing and payment mechanics for all ORamaVR subscription products. Where a Principal Agreement, Order Form, or pricing Schedule sets out a term specific to a given transaction (for example, a List Price, a revenue-share or margin figure, or a named payment option), that transaction-specific term prevails over the general mechanics in this Billing Policy to the extent of any direct conflict. In all other respects this Billing Policy applies in full.
This Billing Policy does not set prices. Prices, volume-discount bands, and revenue-share or margin figures are set in the applicable pricing Schedules and Order Form.
3.1 Annual basis. Subscriptions are sold and billed on an annual Subscription Period of twelve (12) months unless an Order Form states otherwise.
3.2 Ten-month convention (two months free). The annual List Price for a subscription represents ten (10) months of the accrued monthly rate. Accordingly, an End Customer or Licensee paying on an annual basis receives two (2) months free relative to the monthly rate. By way of illustration, a per-CCU rate of €49.80 per month yields an annual price of €498 per CCU per year (10 × €49.80), not €597.60.
3.3 Currency and taxes. Amounts are denominated in the Billing Currency of the transaction (EUR, USD or CHF) as set out in the applicable pricing Schedule or Order Form; the price in each currency is a fixed amount and does not track daily exchange rates. All amounts are exclusive of VAT and any other applicable taxes, which are the responsibility of the paying party.
3.4 Outbound remittances. Where ORamaVR owes amounts to a counterparty under a Principal Agreement (for example a publisher revenue share or channel remittance), remittance is made in the Billing Currency of each underlying transaction or, where the Principal Agreement or its Exhibit so elects, in a single Billing Currency, with non-matching collections converted at the European Central Bank reference rate on the last business day of the relevant reporting period. Each party bears its own bank’s charges.
3.5 Application to Creator and other products. The ten-month convention in §3.2 applies equally to seat-based products (including Creator Pro) and to per-CCU products (including the VTC Platform).
4.1 Annual prepayment. The default payment option is annual prepayment. Where annual prepayment applies, the full annual fee is due upon invoice. This default applies to End-Customer and direct subscription billing. The inter-Party License Pool leg is settled under §9.4 — each license charged on activation, or periodic invoicing — and not by prepayment of the Pool.
4.2 Monthly installment (where offered). Where ORamaVR offers an annual-commitment, monthly-installment option, each installment is due at the start of the applicable Billing Month. The obligation to pay all twelve (12) installments for the Subscription Period is unconditional and survives any early cancellation by the paying party. Early cancellation does not, of itself, accelerate the remaining installments or terminate access, except as provided in §6 (failed payment).
4.3 Add-on capacity. Where additional concurrent-user capacity is purchased mid-term as an add-on, the add-on is billed pro rata for the remainder of the then-current Subscription Period and renews with the underlying subscription.
5.1 Payment-method mandate. Where a subscription is administered through a self-service or card-on-file mechanism, the paying party authorizes ORamaVR (or its payment processor) to charge the designated payment method for all amounts due under the subscription, including renewal amounts, until the subscription is terminated in accordance with the Principal Agreement.
5.2 Trial conversion. Where a free or discounted trial is offered, the paying party authorizes conversion of the trial to a paid subscription at the end of the trial period at the then-current List Price, unless the trial is canceled before the stated conversion date. ORamaVR will give notice of the impending conversion not less than seven (7) days before the conversion date.
6.0 Disputed amounts. Amounts disputed in good faith, in writing and with reasons, before their due date are not overdue while the dispute is pursued diligently. The undisputed balance remains payable, and §§6.1–6.4 apply to it.
6.1 Notice of failed payment. If a payment attempt fails or an invoiced amount becomes overdue, ORamaVR will notify the paying party by email to the address on record within two (2) business days.
6.2 Cure period. The paying party has a cure period of ten (10) business days from the date of the failed-payment or overdue notice to pay all outstanding amounts. During the cure period, access is not suspended.
6.3 Suspension. If outstanding amounts are not paid in full by the end of the cure period, ORamaVR may suspend access to the affected product. Suspension is not termination: the Principal Agreement stays in force, fees continue to accrue, and ORamaVR need not provide support or updates while access is suspended. ORamaVR will restore access within two (2) business days of receiving payment in full, including accrued interest. Where the paying party is a Reseller of Record settling at the License Pool level, suspension applies only to the release of new Pool capacity and the activation of new licenses; it does not affect licenses already active for End Customers during their then-current Subscription Period. This protection is for bona fide End Customers only, and does not limit ORamaVR’s right to withhold, suspend or revoke activations (including active ones) that are fraudulent, lack a genuine End Customer, or are made in willful abuse of the License Pool, or where the Reseller of Record has no genuine intention or ability to pay — nor its right to set a credit limit on activated-but-unsettled licenses, beyond which further Pool capacity is withheld until settlement. Fraud or willful abuse is a material breach of the Principal Agreement.
6.4 Acceleration and termination. If a suspension continues for thirty (30) or more calendar days without payment in full, ORamaVR may, at its option: (a) terminate the affected subscription for material breach in accordance with the Principal Agreement; and (b) declare all remaining amounts due for the balance of the then-current Subscription Period immediately due and payable.
6.5 Late-payment interest. Overdue amounts accrue interest from the original due date at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower.
All fees are non-refundable, except where the Principal Agreement or an Order Form expressly provides otherwise, or to the minimum extent required by mandatory consumer- or commercial-protection law in the paying party’s jurisdiction. Partial-period cancellation does not give rise to a refund of prepaid fees save as required by such mandatory law.
8.1 Additions permitted. The paying party may add concurrent-user capacity, seats, or additional products at any time during a Subscription Period. Additions are billed in accordance with §4.3 and take effect upon activation.
8.2 No mid-term reductions. Capacity may not be reduced, and seats or products may not be removed, during a Subscription Period. Reductions take effect only at renewal, and only where notified in accordance with §11.
8.3 Effect on bands. Where a mid-term addition moves the End Customer into a different per-CCU volume-discount band, the band applicable to the added capacity is determined at the time of the addition. From the next renewal, the whole of the paying party’s committed capacity is priced at the per-CCU rate for the band into which its then-total committed Concurrent User count falls. No settlement or true-up is made in respect of capacity already licensed for the Subscription Period then ending. The per-CCU volume bands are List Prices by volume and are not customer-facing packages.
8.4 Discount mechanics. Volume discounts are applied on a per-CCU basis according to the band the End Customer's total committed CCU count falls within, as set out in the Schedule of ORamaVR Products. Discounts apply to the per-CCU rate and not by way of separate rebate. Eligibility-gated special cases (including the Educational special case) sit outside the volume-discount ladder and are governed by their own eligibility and use restrictions in the applicable product Schedule (Schedule — ORamaVR Products) and Exhibit B.
9.1 Direct sales. Where ORamaVR sells directly to an End Customer, ORamaVR is the Reseller of Record and invoices the End Customer directly under this Billing Policy.
9.2 Channel and distribution-partner sales. Where a Party other than ORamaVR is the Reseller of Record (for example a distribution partner under the Master Distribution Agreement), that Party invoices the End Customer in its own name, and the inter-Party leg between ORamaVR and that Party is governed by §9.4.
9.3 Minimum billing standard for channel sales. Where a Party other than ORamaVR bills the End Customer in its own name, that Party’s billing terms shall, as a minimum, be consistent with this Billing Policy in respect of: (a) the annual Subscription Period and ten-month convention (§3); (b) non-refundability subject to mandatory law (§7); (c) the prohibition on mid-term reductions (§8.2); (d) auto-renewal and the price-change notice mechanic (§11); and (e) the End Customer's acceptance of the applicable ORamaVR Standard-Form Documents. The Reseller of Record may offer terms more favorable to the End Customer but not terms that undercut this minimum floor.
9.4 Inter-Party settlement — License Pool basis. Where the Principal Agreement provides for a License Pool, settlement between ORamaVR and the Reseller of Record occurs at the Pool level, not per End-Customer transaction. The Pool is settled automatically, each license being charged upon activation, as the default; alternatively, at the election of the Party entitled to payment, periodically, by invoice issued on the fifteenth (15th) day and the last day of each calendar month in respect of the licenses activated in the period, payable within thirty (30) calendar days of the invoice date; there is no prepayment of the Pool. Activation of an individual End-Customer license is not contingent on settlement of that transaction. The settlement obligation is unconditional and is not contingent on any dispute between the Reseller of Record and the End Customer, save as the parties agree in writing.
9.5 Per-transaction remittance (where no Pool applies). Where a transaction is not settled through a License Pool, the Reseller of Record shall remit the applicable share or Reseller Price to ORamaVR within thirty (30) calendar days of the inter-Party invoice date, unconditionally and irrespective of whether the End Customer has paid. For the avoidance of doubt, under the Master Distribution Agreement all settlement occurs at the License Pool level and this §9.5 does not apply.
Each Party shall keep accurate records of transactions governed by this Billing Policy. On reasonable written notice, and not more than once per calendar year, ORamaVR (or an independent auditor bound by equivalent confidentiality) may audit a Reseller of Record’s records to verify channel classification, invoicing, remittance, and revenue or margin allocation. Where an audit reveals an underpayment of more than five percent (5%) for the audited period, the audited Party bears the reasonable cost of the audit. Where the Principal Agreement designates the VTC Platform as the authoritative record of issuance, activation and settlement and provides its own records-and-audit regime (as the Master Distribution Agreement does at its §15.7), that regime governs and no separate audit arises under this §10 in respect of that Agreement.
11.1 Auto-renewal. Unless canceled in accordance with the Principal Agreement, subscriptions renew automatically for successive Subscription Periods of twelve (12) months each. The price applicable on renewal is the then-current List Price or per-CCU rate at the time of renewal.
11.2 Price-change notice. ORamaVR (or, in respect of a product it owns, the product owner) may adjust List Prices, per-CCU rates, or volume-discount bands by giving not less than ninety (90) days' prior written notice. Adjusted prices apply only to new sales and to renewal periods commencing after the notice period, and do not affect the price for the remainder of a then-current Subscription Period.
11.3 Opt-out. A paying party that does not wish to renew at the adjusted price may decline renewal by giving notice before the end of the then-current Subscription Period, in accordance with the renewal-cancellation mechanic in the Principal Agreement (typically sixty (60) days).
Invoices shall identify the product, the Subscription Period, the quantity (CCU count or seats), the applicable rate, the total amount, applicable taxes, and the due date. Invoices and billing notices are delivered by email to the address on record, which constitutes valid written notice for billing purposes. A change of billing contact or address is effective only once notified to the issuing Party in writing.