Looplex Billing Policy

This policy explains how subscriptions, platform consumption, and Professional Services work together. The Order, including an accepted commercial proposal, sets out the specific products, quantities, prices, and dates for the contractual arrangement.

1 Applicability and components of the contractual arrangement

This policy supplements the Terms of Use and License, the Product Terms, and the applicable Professional Services instruments. The order of precedence among documents follows the subject matter governed by each; a commercial condition does not generally amend the other platform terms.

A contractual arrangement may combine a subscription, a minimum consumption commitment, usage-based charges, allowances, additional packages, overages, and Professional Services. The presence of one component does not imply that the others are included.

The subscription price covers the expressly contracted access rights and benefits. Consumption is measured using the metrics applicable to each resource. Professional Services are governed by the corresponding package, SOW, credits, or services subscription.

2 Term, payment, and consumption periods

The term is the period for which the Customer undertakes the contractual commitment. Payment frequency is the billing or installment schedule. The consumption period is the interval governing the availability, replenishment, and expiration of each allowance. These are independent and must be specified in the Order.

An annual contract paid in 12 monthly installments remains an annual commitment. Payment in installments does not convert it into a plan with a monthly commitment or, by itself, change the contracted credit cycle.

Included Professional Services Credits remain valid through the end of the term for which they were granted. As a general rule, recurring AI Credits are made available at the start of each monthly cycle and expire at its end, with no rollover, including under annual or multiyear contracts. Annual cycles or other arrangements for availability, validity, or rollover require an express contractual provision. One-time packages and recurring add-ons are also subject to the specific rules of the AI Credit Consumption Policy. Storage and other resources follow their own metrics and periods, as specified in the Order and the applicable policy.

3 Subscription start and go-live

Unless the Order expressly provides otherwise, the subscription, its billing, and the running of its term begin on the date of Activation of the contracted Product or on the date 15 calendar days have elapsed from acceptance of the Order, whichever occurs first. If Activation has not occurred by that deadline, the subscription will be deemed to have started automatically upon its expiration, through deemed activation, without requiring further acceptance or notice. The Order must specify the duration of the commitment and payment due dates.

Activation means enabling the contracted Product, as recorded on the platform or communicated by Looplex, regardless of the Customer’s first login or use. Deemed activation takes effect for purposes of starting the subscription, billing, and the running of the term; it does not constitute acceptance of deliverables or evidence of technical availability. Availability obligations and the other contracted terms remain applicable.

The implementation schedule, completion of stages, and commencement of operations, also referred to as go-live, do not postpone this start date unless expressly provided in the Order. Evaluation or test environments expressly separate from the subscription are governed by their own conditions. Metered resources used before the subscription starts are subject to the treatment established for implementation. Products billed exclusively on usage and add-ons purchased later follow their own enablement and billing dates.

The cycles of allowances included in the subscription are measured from this start date, unless a separate rule is expressly provided in the Order or the applicable policy. Professional Services Credits granted upon contracting remain available from the date they are granted, with expiration tied to the corresponding term.

4 Onboarding, implementation, and ongoing services

Essential Onboarding, when included, covers only the content defined in the offering. Migrations, integrations, templates, workflows, data preparation, and other adaptations depend on the contracted scope.

For plans with a monthly commitment, initial implementation will be contracted as a fixed-price package separate from the subscription. The package may be paid in installments or structured in stages. Payment for the project in installments does not create a monthly services subscription or allow stages or amounts already committed to be canceled at will.

For plans with an annual or longer term, the proposal may include Professional Services Credits in the subscription. When implementation is carried out entirely using these credits, there will be no separate monetary setup charge. Additional services will require a new scope, a package, or available and authorized credits.

Implementation projects are governed by the contracted term and service conditions. Monthly replenishment of AI Credits does not convert an annual contract into a plan with a monthly commitment or, by itself, change the implementation conditions.

For fixed-price projects divided into milestones, the Order or SOW will specify the amount due at the beginning of each stage and the balance due upon the corresponding delivery. It must distinguish the billing event from the acceptance criteria and deadlines and specify payment due dates. This policy does not presume any percentage.

Custom projects may also use time and materials, capacity, or credits, as specified in the applicable instrument. Managed Services will have their own recurring subscription, with a defined scope, volumes, and duration.

5 Consumption during implementation

AI, storage, calls, integrations, and other resources used in migration, configuration, testing, or acceptance testing are metered on the platform unless expressly included in the project price. An operation performed by the Looplex team within an authorized project is not automatically exempt from consumption charges.

The Order or SOW must specify what is included in the project, the limits, the account or allowance against which consumption will be charged, and the overage rule. Inclusion in the price may be implemented within a project environment or through a metering or billing adjustment, without duplicate charges for the same resource. Use of the Customer’s regular allowance must be expressly stated when that is the agreed arrangement.

6 Users, capacities, and add-ons

The Order will specify the metric for each product: user, organization, module, capacity, volume, or another unit. Products licensed per user are subject to the contracted quantity and the applicable enablement rules, including for guests where provided. There is no presumption that all products have unlimited users or are priced per seat.

For platform plans with unified access, the contracted user count applies across the included products, subject to the available permissions and features. AI services are billed based on consumption, with no per-user AI charge, in both Copilot and Autopilot modes. Access rights, user counts, and AI Credit balances are separate components.

Licenses, capacities, and minimum commitments remain payable even if actual use is lower. Removing a user, ceasing to use a resource, or disabling an integration does not automatically reduce the contracted commitment.

Add-ons must be purchased by an authorized person and identified by product, quantity, price, start date, and duration. Unless otherwise provided, additional user licenses will be prorated from enablement through the end of the current billing cycle and charged on the next invoice; the full contracted price applies in subsequent cycles.

License proration does not automatically extend to credit packages, projects, or other resources. The validity and replenishment of each add-on are governed by its policy and the Order. Recurring AI add-ons may have an initial transitional allocation before aligning with the main credit cycle, which is monthly by default, including under annual or multiyear contracts.

7 Allowances, credits, and overages

Allowances and credits have their own quantities, purposes, and validity periods. There is no rollover, conversion between categories, or refund of unused balances, except as expressly provided, pursuant to an acknowledged adjustment, or as required by law.

AI Credit balances and Professional Services Credit balances are separate. The initial grant of services credits is not automatically repeated upon renewal. Subsequent quantities require an express provision, in accordance with the Professional Services Credit Policy.

AI consumption is governed by the AI Credit Consumption Policy, in both Copilot and Autopilot modes. Access rights to AI services and Workbench, credit allowances, and pricing arrangements per unit of work are separate components, according to the contracted offering.

AI Credits may be included in the subscription, purchased as a recurring add-on, or acquired through one-time packages. The price per credit purchased through a one-time package is substantially higher than the price applicable to recurring purchases, as specified in the offering or Order. A one-time purchase does not automatically increase the recurring commitment or the quantities provided in future replenishments. Replenishment of the main allowance does not shorten or restart the independent validity period of a one-time package.

The Order will specify the overage rule: an additional purchase, authorized replenishment, or postpaid consumption at the contracted rate, as available. Continued use that incurs additional charges requires authorization, which may be given in advance for defined workflows or limits. Alerts and limits are supporting controls; only a limit identified as a hard limit automatically blocks new metered operations, without necessarily interrupting tasks in progress or preventing later records of consumption already incurred.

8 Changes, renewal, and cancellation

Upgrades and expansions may take effect upon contracting or on another expressly stated date. The change Order must specify any new commitment, cycle adjustment, treatment of prior payments, and replaced benefits, avoiding duplicate charges. A change does not automatically restart the validity of balances or grant all initial credits again.

Downgrades, reductions, and cancellations take effect upon renewal or on the expressly agreed date, subject to the notice period and minimum commitments. The monthly due date of an installment is not a renewal of an annual or multiyear contract.

Renewal is governed by the Order and the Terms of Use. Early termination for convenience does not eliminate committed amounts unless expressly provided otherwise. This policy does not establish a separate percentage-based cancellation penalty.

An offering may provide an early exit within a specified period under special conditions. The Order must specify the exercise window, required notice, effective date, and waived amounts, distinguishing among penalties, future installments under the commitment, and any refund of advance payments. A penalty waiver alone does not waive future installments.

Upon termination, balances are governed by their respective policies, and projects or Managed Services by their own instruments. Data export and availability after termination are governed by the Terms of Use and the Product Terms, without automatic expansion under this policy.

9 Invoices, payments, and adjustments

The Order will specify the currency, price, payment frequency, due date, payment method, and price adjustment criteria. Billing may occur in advance, after consumption, or upon replenishment. Subscription installments, implementation milestones, add-ons, and overages will be identified so that the Customer can verify their origin.

Taxes, withholdings, late payment, and suspension are governed by the Terms of Use and the applicable services instruments. Billing or consumption disputes must be submitted within 30 days of the invoice or the record being made available, identifying the items and grounds, except in cases of manifest error.

Acknowledged errors will be adjusted in the relevant balance or billing. Payments may not be unilaterally offset or withheld unless permitted under an applicable contractual provision or by law.

10 Updates and prior conditions

Prices and conditions expressly fixed for a specified period will be honored, including contracted rules for price adjustments, cost pass-throughs, and overages. Changes to rates or metrics will apply prospectively and be communicated through the contractual channels.

Promotional offers, migration conditions, and prior contracts retain their specific terms for as long as they remain applicable. This policy does not turn a campaign benefit into a general condition or retroactively recalculate credits or services already consumed.