®
This Subscription Agreement applies to paid Bento plans and supplements Bento's Terms. Capitalized terms not defined in this Subscription Agreement have the meanings given in the Terms.
If there is a conflict between this Subscription Agreement and the Terms, this Subscription Agreement controls for pricing, billing, subscription term, renewal, cancellation, refunds, usage limits, and other plan-specific commercial terms. The Terms control for all other matters.
1. Subscriptions
Some parts of the Services are billed on a subscription basis (Subscription). You will be billed in advance on a recurring basis (Billing Cycle). Billing Cycles may be monthly, annual, or any other period made available by Bento when you purchase a Subscription.
Your Subscription begins when Bento accepts your order, activates your paid plan, or otherwise makes the paid Services available to you, whichever happens first.
2. Renewal
Your Subscription will automatically renew at the end of each Billing Cycle unless:
- you cancel before the next Billing Cycle starts; or
- Bento suspends, terminates, or declines to renew the Subscription.
Unless we expressly state otherwise in writing, each renewal will be for the same Billing Cycle length as the immediately preceding Billing Cycle and will be charged at Bento's then-current pricing for the applicable plan, usage level, and billing period.
3. Payment authorization
You must provide and maintain a valid payment method approved by Bento in order to purchase or continue a Subscription.
By purchasing a Subscription, you authorize Bento and its payment processors to charge your payment method for:
- recurring subscription fees;
- plan upgrades, overages, usage-based charges, taxes, and similar charges associated with your account; and
- any overdue amounts, failed payment retries, chargeback-related amounts, or recovery costs we are entitled to collect.
You must provide accurate, complete, and current billing information. If you fail to do so, or if your payment method fails, we may suspend or terminate your account or require payment by another method before continuing to provide the Services.
4. Invoices and overdue amounts
If automatic billing fails or if Bento permits invoice billing, you must pay all amounts due by the date stated on the invoice or payment request.
Bento may continue to follow up on overdue amounts and may use third-party collection agencies, legal process, or other lawful recovery methods to collect unpaid amounts.
To the extent permitted by law, overdue amounts may accrue interest at a rate equal to the Reserve Bank of Australia's cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, or, if lower, the maximum rate permitted by applicable law.
You are responsible for all reasonable costs Bento incurs in collecting overdue amounts, including payment processing costs, collection costs, and legal fees.
If you believe a charge is incorrect, you must notify Bento in writing within 30 days after the date of the charge or invoice and provide reasonably detailed information about the basis of the dispute. If you do not do so, you agree that, to the maximum extent permitted by law, you waive the right to dispute that charge later. You must still pay any undisputed amounts when due.
5. Fee changes
Bento may change Subscription pricing, usage thresholds, plan limits, and commercial terms at any time in its sole discretion.
Unless a different notice period is required by law or expressly stated by Bento, any pricing change will take effect at the start of the next Billing Cycle following at least 30 days' notice to you.
If you do not cancel your Subscription before the updated pricing takes effect, you authorize Bento to charge the updated amount and your continued use of the Services constitutes acceptance of the updated pricing.
6. Taxes
Subscription fees are exclusive of taxes unless we expressly state otherwise. You are responsible for all sales, use, value-added, GST, withholding, and similar taxes or duties associated with your Subscription, other than taxes based on Bento's net income.
If withholding is required by law, you must gross up the payment so that Bento receives the full amount invoiced.
7. Refunds
Except where required by law, all Subscription fees, setup fees, usage charges, and other amounts paid to Bento are non-refundable.
The following do not entitle you to a refund, credit, or offset unless Bento agrees otherwise in writing:
- partial use of a Billing Cycle;
- downgrades during a Billing Cycle;
- account suspension;
- reduced sending volume or unused quota;
- message filtering, throttling, blocking, or rejection under Bento's policies; or
- cancellation after a Billing Cycle has started.
8. Cancellation
You may cancel your Subscription through your account settings, through any cancellation workflow Bento makes available, or by contacting Bento support.
Unless Bento expressly agrees otherwise in writing, cancellation takes effect at the end of the current Billing Cycle. Simply stopping use of the Services does not cancel your Subscription or stop recurring charges.
If your Subscription includes a minimum term or prepaid period, cancellation does not relieve you of fees already committed for that period except where required by law.
9. Suspension and termination
Bento may suspend or terminate your Subscription or account immediately, with or without prior notice as permitted by the Terms and applicable law, and without liability to the extent permitted by law, if:
- you fail to pay amounts due;
- your payment method fails and you do not promptly cure the failure;
- you breach this Subscription Agreement, the Terms, the Acceptable Use Policy, or any other agreement with Bento;
- Bento determines that your account presents legal, security, fraud, abuse, deliverability, reputational, or collection risk; or
- Bento otherwise decides, in its sole discretion, not to continue the Subscription.
Where reasonably practicable and appropriate in the circumstances, Bento may allow you to cure or remediate the issue before termination, but Bento is not required to do so where Bento believes immediate action is necessary for legal, security, abuse, deliverability, reputational, operational, or collection reasons.
Suspension or termination of a Subscription does not waive Bento's right to collect amounts already due or becoming due for the applicable Billing Cycle or committed term.
Unless prohibited by law or expressly agreed otherwise in writing, Fees continue to accrue during any period of suspension where the underlying Billing Cycle or committed term remains in effect.
10. Effect of cancellation or termination
Upon cancellation or termination:
- your right to use the paid Subscription features ends;
- Bento may downgrade, suspend, or close the account or restrict access to data or functionality;
- unpaid amounts become immediately due;
- prepaid amounts are not refundable except where required by law; and
- Bento may retain or delete data as described in the Terms, Privacy Policy, or as otherwise permitted by law. Unless we expressly agree otherwise in writing, we are not required to preserve full account access after cancellation or termination, and post-termination deletion may occur on the timelines described in the Terms and Privacy Policy.
Any provision of this Subscription Agreement that by its nature should survive will survive, including provisions relating to payment obligations, collections, taxes, refunds, disclaimers, liability limitations, and Bento's enforcement rights.
11. No waiver of other rights
This Subscription Agreement does not limit any right or remedy Bento has under the Terms, the Acceptable Use Policy, applicable law, or equity.
12. Changes
Bento may modify this Subscription Agreement at any time by posting an updated version on the website or through the Services, or by otherwise providing notice to you.
Unless a different effective date is specified, the updated version becomes effective when the next Billing Cycle begins following at least 30 days' notice to you, or any longer notice period required by applicable law. If you do not agree to the revised Subscription Agreement, you must cancel your Subscription before the revised version takes effect. Continued use of the Services after the revised version takes effect constitutes acceptance of the revised Subscription Agreement.
13. Contact us
If you have questions about this Subscription Agreement, please contact support@bentonow.com.