Payment

US commercial-market reference points; verify against the matter's jurisdiction pack.

Balanced position

Fees fixed for the initial term and invoiced on a stated schedule, payable net thirty days. Price increases apply only at renewal, on advance written notice, and are bounded (a stated percentage or an inflation index); a material increase gives the customer a right not to renew on normal terms. Late amounts accrue interest at a stated, modest rate or the maximum lawful rate if lower. Undisputed amounts are paid on time; good-faith disputed amounts may be withheld pending resolution without triggering suspension. Each party bears its own taxes on its income; transaction taxes are stated separately.

Provider may increase fees effective only upon a renewal term, by no more
than [X]% over the fees for the immediately preceding term, and only with at
least sixty (60) days' prior written notice before the non-renewal deadline.
Customer may withhold amounts disputed in good faith, provided it timely pays
all undisputed amounts and the parties work in good faith to resolve the
dispute promptly.

Common one-sided variants

Tilted toward the provider:

• Unilateral price escalation: fees change on notice, mid-term, with no cap and no corresponding exit right.
• All fees non-refundable in all circumstances, including the provider's own breach; payment obligations survive termination regardless of cause.
• Suspension of service for any unpaid amount, including amounts disputed in good faith; set-off prohibited for the customer only.

Tilted toward the customer:

• Net-90 or longer payment terms with no interest on late amounts.
• Unlimited withholding rights for any "disputed" amount with no good-faith or undisputed-portion qualifier.
• All taxes, including the provider's income taxes, shifted to the provider via a one-way gross-up.

Fallback ladder

1. Fixed fees for the term; renewal-only increases capped at a stated percentage or index, noticed before the non-renewal deadline (preferred).
2. Accept an index-linked annual increase (e.g., CPI-based) with a hard ceiling, in exchange for a termination right if exceeded.
3. Accept non-refundability for convenience termination only — refunds always preserved where the customer exits for the provider's breach.
4. Accept suspension for non-payment limited to undisputed amounts, after notice and a cure window.

Below rung 4 — uncapped mid-term escalation or forfeiture of prepaids on the provider's breach — escalate.

Rationale: Payment terms convert directly into deal economics; the escalation mechanism and the dispute/suspension interaction are the two levers that most often surprise clients after signature.