Common use of CHARGES AND PAYMENT Clause in Contracts

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will shall be as set out in the Purchase Order or Award Letter, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will shall invoice the Customer as specified in the AgreementPO. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order purchase order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order PO number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will shall be charged at the prevailing rate. The Customer willshall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedvalue of the Services supplied in accordance with this Agreement. 6.6 6.5 If there is a dispute as to the amount invoiced the Customer will shall pay the undisputed amount. 6.7 6.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will shall pay the Supplier interest at a rate which will shall compensate for such loss as has been directly caused by the late payment. The interest rate will shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will shall be resolved through the dispute resolution procedure detailed in clause 40. 6.8 6.7 The Supplier will shall not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will shall be as set out in the Purchase Order or Award Letter, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will shall invoice the Customer as specified in the AgreementPO. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order purchase order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order PO number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will shall be charged at the prevailing rate. The Customer willshall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedvalue of the Services supplied in accordance with this Agreement. 6.6 6.5 If there is a dispute as to the amount invoiced the Customer will shall pay the undisputed amount. 6.7 6.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will shall pay the Supplier interest at a rate which will shall compensate for such loss as has been directly caused by the late payment. The interest rate will shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000Act 1998. Any disputed amounts will shall be resolved through the dispute resolution procedure detailed in clause 40. 6.8 6.7 The Supplier will shall not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 11.1 The Charges for the Goods and/or Services will be as are set out in Schedule 3 (or, as applicable, in the Purchase Order or Award LetterContract), and will shall be the full and exclusive remuneration of the Supplier in respect of the performance supply of the Goods and/or Services. Unless otherwise agreed in writing by the CustomerUKRI, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the provision of the Goods and/or performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 11.2 All amounts stated are exclusive of VAT which will shall be charged at the prevailing raterate where applicable. The Customer willUKRI shall, where applicable and following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on in respect of the services suppliedGoods and/or Services. 6.6 11.3 The Supplier shall invoice UKRI at the times specified in Schedule 3 (or in the applicable Contract) and in accordance with this clause 11. If an invoicing schedule is not specified in Schedule 3 (or the applicable Contract), the Supplier shall invoice UKRI on or after the Delivery of the Goods or completion of the Services. 11.4 Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant PO Number and a breakdown of the Goods and/or Services supplied in the invoice period as well as appropriate details in order to allow for payment via BACS transfer (sort code and bank account details). 11.5 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice after verifying that the invoice is valid and undisputed. Payment shall be made to the bank account nominated in writing by the Supplier unless XXXX agrees in writing to another payment method. 11.6 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 11.5 after a reasonable time has passed (which shall be no less than 14 calendar days). 11.7 If there is a dispute between the Parties as to the amount invoiced invoiced, UKRI may reject the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late paymentinvoice in its entirety. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums invoice in accordance with clause 15.222.5. Any disputed invoices shall be resolved through the dispute resolution procedure detailed in Clause 33. 11.8 If a payment of an undisputed invoice is not made by UKRI by the due date, then UKRI shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. 11.9 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub-contract: (a) provisions having the same effects as clauses 11.3 to 11.8 of this Agreement; and (b) a provision requiring the counterparty to that sub-contract to include in any sub-contract which it awards provisions having the same effect as 11.3 to 11.9 of this Agreement. (c) In this clause 11.9, “sub-contract” means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement or any Contract.

CHARGES AND PAYMENT. ‌ 6.1 The installation and recurring Charges for the Services will be as Service are set out in the Purchase Order or Award Letter, Form. Other ad-hoc and will ancillary Charges may be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing incurred by the Customer. Such ad-hoc charges include remote hands fees, out-of hours or incorrect call out fees, administration charges for moves, adds or changes or other charges notified by TPG from time to time. Such ad-hoc fees will only be charged when the Charges will include every cost and expense Customer has been advised of the Supplier directly or indirectly incurred fees in connection with advance of ordering the performance of service that leads to the Servicesfee. The Customer’s obligation to pay for the Service will accrue on and from the Service Commencement Date. 6.2 The Supplier TPG will invoice periodically issue to the Customer an invoice for the Service and the Customer must pay each Invoice in Australian dollars within 30 days of the Invoice Date (Due Date). The Customer agrees that TPG may use a Related Body Corporate of TPG to perform billing and collection services for TPG in relation to Invoices and that amounts invoiced by and paid to that Related Body Corporate shall be treated as specified in payments under the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of To the supply of extent that it is not precluded by regulation from doing so, if TPG has omitted Charges from an Invoice for any reason, TPG may include such Charges in a later Invoice. 6.4 There is a presumption that records held and logging procedures adopted by TPG or any other third party provider with which the Services by TPG Network is interconnected are correct and that the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced Charges have been incurred and are payable by the Customer in the event absence of unsatisfactory performance without prejudice manifest error. 6.5 If the Customer disputes the validity of any Charges in an Invoice: (a) The Customer must notify TPG in writing of the reasons for the dispute within 30 Business Days of the date of that Invoice; (b) The Customer must pay the full amount of the Charges in the disputed Invoice unless the Customer has notified TPG in writing of the reasons for the dispute by the Due Date of that Xxxxxxx and will pay the undisputed portion of the Charges in the Invoice by the Due Date of that Invoice; (c) TPG will endeavour to give the Customer a determination on the dispute within a reasonable time of receiving the Customer’s other rights notice of dispute and remedies under this Agreement.TPG shall keep the Customer informed as to the expected timeframe for finalisation; 6.4 Where (d) where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure determination is that a provision disputed amount is included in payable to TPG, the Customer shall pay such sub-contract which requires payment to be made amounts within 5 Business Days of all sums due by receiving notice of the Supplier to determination; and (e) if the sub-contractor within a specified period not exceeding 30 days from Customer disagrees with the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which determination, the Customer will be charged at entitled to engage the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplieddispute resolution mechanisms set out in clause 18 below. 6.6 If there is a dispute as to the amount invoiced the Customer fails to pay when due any amount, TPG will pay be entitled to: (a) charge interest on the undisputed amount. 6.7 If a payment of an undisputed overdue amount is not made (both before and after judgment), at the cash rate set by the Customer by the due date, then the Customer Reserve Bank of Australia. This interest will pay the Supplier interest at be calculated daily and compounded every 30 days; (b) impose a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified charge to cover its reasonable expenses and costs incurred in enforcing any failure or delay in the Late Payment payment (including the cost of Commercial Debts engaging a debt recovery agent); and (Interestc) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply provision of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums Service in accordance with clause 15.210 below.

CHARGES AND PAYMENT. 6.1 10.1 The Charges price for Products and/or Services: (a) shall be the Services will be as price set out in Ornua’s quotation or, if no price is quoted (or Ornua’s quotation is no longer valid), the Purchase price set out in Ornua’s acceptance of the Order or Award Letterin Ornua’s invoice based on Ornua’s then current prices, which may change from time to time; and (b) unless agreed otherwise in writing, shall be exclusive of all costs and charges of packaging, insurance and transport of the Products and all such costs and charges shall be invoiced to and payable by the Customer in addition to the price.‌ 10.2 Any increase in costs or expenses arising from any act or omission or special requirement of the Customer or any modification to a Specification made at the Customer’s request may be charged to the Customer. 10.3 Ornua may invoice the Customer on or at any time after completion of delivery of the applicable Products and/or Services.‌ 10.4 The Customer shall pay each invoice submitted by Ornua: (a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by Xxxxx and confirmed in writing to the Customer; and (b) in full and in cleared funds to a bank account nominated in writing by Ornua, and will time for payment shall be the full and exclusive remuneration of the Supplier essence of the Contract.‌ 10.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the performance of the Services. Unless otherwise agreed in writing Contract by Ornua to the Customer, the Charges will include every cost and expense Customer shall, on receipt of the Supplier directly or indirectly incurred a valid VAT invoice from Ornua, pay to Ornua such additional amounts in connection with the performance respect of the Services. 6.2 The Supplier will invoice the Customer VAT as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of are chargeable on the supply of the Services by or Products at the Supplier, same time as payment is due for the supply of the Services or Products. 10.6 If the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice fails to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If make a payment of an undisputed amount is not made by due to Ornua under the Customer Contract by the due date, then then, without limiting Ornua's remedies under clause 17 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that rate is 0% or lower. The Customer shall pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by together with the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40overdue sum. 6.8 The Supplier will not suspend 10.7 Neither party shall have any right of set-off under the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2Contract.

CHARGES AND PAYMENT. ‌ 6.1 The Charges In consideration for the provision of the Services will by the Company, the Customer shall pay the Charges to the Company. 6.2 Subject to clause 6.3, Charges shall accrue from Delivery. 6.3 If we are unable to make the Services available for use by the Customer or deliver the Deliverables in accordance with any agreed dates/ timescales for provision of the Services or delivery of the Deliverables as a result of any act or omission of the Customer (including but not limited to any failure by the Customer to implement any steps required in order to facilitate such Delivery), Charges shall accrue from the date on which we notify the Customer in writing that we are unable to Deliver the Services and/or Deliverables or sixty (60) days after Commencement Date, whichever is sooner. 6.4 The Customer agrees that if, at any time during the Term, it exceeds the Annual Revenue Limit and/or the Maximum Number of Products, the Company shall be entitled to charge, and the Customer shall pay, an additional monthly platform subscription charge as set out in the Purchase Order Form or Award Letter, and will be the full and exclusive remuneration Company’s price list (as amended from time to time). 6.5 The Company may increase the Charges on each anniversary of the Supplier in respect Commencement Date, provided always that any such percentage increase shall not exceed that of the performance of CPI in the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Servicespreceding 12-month period. 6.2 The Supplier will invoice the Customer as specified 6.6 All Charges are invoiced quarterly in the Agreement. Each invoice will include such supporting information required advance and (save for any amounts disputed by the Customer to verify acting reasonably) shall be paid by the accuracy Customer within thirty (30) days of the date of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied (“Due Date”) by bank transfer or such other means as set out in the invoice periodOrder Form, without any set off, restrictions, conditions, or withholding sums. 6.3 6.7 In consideration of the supply of event that Customer disputes any invoice (or part thereof), the Services by the SupplierParties shall negotiate in good faith to resolve such dispute. Notwithstanding any dispute, the Customer will shall pay any undisputed portion of the Supplier applicable invoice in accordance with the invoiced amounts no later than 30 days after receipt payment terms set out in clause 6.6. 6.8 All sums due to the Company are exclusive of a valid invoice value added tax and any other applicable sales tax or duty, which includes a valid Purchase Order number. Payments may shall be withheld or reduced paid by the Customer in the event of unsatisfactory performance without prejudice subject to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt delivery of a valid VAT invoice, at the rate and in the manner, prescribed by law. 6.9 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Charges to the Supplier Company by the Due Date, the Company may: (a) charge interest on such sum from the Due Date at the rate of interest then in force for judgment debts, accruing on a sum equal daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and/or (b) on not less than 7 days’ prior written notice, suspend the Services until payment has been made in full; and/or (c) require payment by Customer to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment Company of an undisputed amount is not made all reasonable costs and expenses incurred by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for Company in connection with recovering such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Charges. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 7.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, Customer shall pay BAE Systems the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreementapplicable Order. Each BAE Systems will invoice will include such supporting information required the Charges in accordance with the applicable Order and the Customer shall pay all Charges within 30 days of the date of BAE Systems’ invoice, without any set-off, counterclaim or deduction. If any sum payable to BAE Systems is not paid by the applicable due date, BAE Systems may, without prejudice to any other remedy and without liability to the Customer: (a) charge interest before and after judgment on such overdue sum on a day to day basis from the due date until paid in full at the lesser of 1% per month or the maximum rate permitted by applicable law; and/or (b) suspend the provision of Services and/or any licence or right of use granted to the Customer to verify under an Order upon 10 days’ prior written notice, until paid in full. 7.2 Where the accuracy Customer’s accounting system requires the issuance of purchase orders, the Customer shall issue purchase orders in a timely manner in advance of the invoice including but not limited date of issue of the applicable invoices and BAE Systems may, without liability to the relevant Purchase Customer, suspend supply of the Products and/or Services if at any time it is not in possession of sufficient purchase order cover; however each Order number shall constitute a binding agreement notwithstanding the absence of a purchase order from the Customer. 7.3 The Customer may withhold payment of an invoice disputed in good faith only if the Customer provides BAE Systems with written notification of such disputed invoice (with justification in sufficient detail to enable BAE Systems to investigate) along with payment of any undisputed portion within 30 days of the date of the applicable invoice. BAE Systems will not exercise its rights under clause 7.1 if the Customer disputes the applicable invoice reasonably and in good faith and cooperates diligently to resolve the dispute. Upon resolution of the dispute the Customer shall pay any resolved amounts within seven days. 7.4 Unless otherwise stated in the applicable Order, the Charges exclude travel, subsistence and materials expenses which will be charged to the Customer in addition at cost. An administration fee of up to 10% may be charged where a detailed, itemised breakdown of the Services supplied in the invoice periodexpenses is required. 6.3 In consideration of 7.5 The Charges do not include sales, consumption, use, VAT, GST or other similar taxes, customs duties, excise taxes, and regulatory and other fees or surcharges relating to the supply of the Products and/or Services by (“Transaction Taxes”) now or hereafter levied, all of which shall be invoiced to the SupplierCustomer in addition to the Charges. If payment of any Charges is subject to any tax, deduction, levy or similar payment obligation that is required to be deducted or withheld from a payment under applicable law (“Withholding Taxes”), the Customer will gross up its payment to BAE Systems such that the net amounts received by BAE Systems after all deductions and withholdings will be not less than what would have been received in the absence of those Withholding Taxes. If BAE Systems is required to pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld Transaction Taxes or reduced by Withholding Taxes, the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract shall reimburse BAE Systems for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rateamounts. The Customer willhereby agrees to indemnify BAE Systems for any Transaction Taxes, following the receipt of a valid VAT invoiceWithholding Taxes and related costs, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedinterest and penalties. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for 8.1. All payments to the Services will Supplier shall be as processed strictly in accordance with the provisions set out in this 8.2. The Supplier shall issue an invoice to the Customer for confirmed disbursements to the Recipients; including relevant Purchase Order or Award LetterCharges calculated in accordance with the Reference Charges set out in Schedule 2. The Purchase Order Charges shall be exclusive of all taxes. 8.3. Each invoice shall relate to one Purchase Order and must cite the unique reference of the relevant Purchase Order, and will must clearly state the Supplier’s bank account details per Clause 8.8. 8.4. Disbursements shall be regarded as complete once verification has been provided to the full and exclusive remuneration Customer that the disbursement has been received by the designated Recipients. Such verification shall be by the signed Payment Form as per Clause 5.2(h). 8.5. The Supplier shall procure that each Recipient signs the Payment Form on receipt of the relevant disbursement. Any dispute as to whether a disbursement is completed shall be dealt with in accordance with the dispute resolution procedure in Clause 355. 8.6. If the invoice is not satisfactory to the Customer, the Customer shall return the invoice to the Supplier in respect of for correction, detailing the performance of reasons for any correction that the ServicesCustomer deems necessary. Unless otherwise agreed in writing If the Supplier agrees with the corrections suggested by the Customer, the Charges will include every cost and expense of Supplier shall return an amended invoice to the Customer within three (3) Business Days. Any dispute as to the invoice shall be dealt with in accordance with the dispute resolution procedure in Clause 355. 8.7. All payments as between the Supplier and the Customer pursuant to this Agreement shall be exclusively processed by bank transfer. Under no circumstances will payments in cash be made between the Parties. 8.8. The Customer shall initiate payment of each undisputed invoice submitted to it by the Supplier within thirty (30) Business Days of receipt to the bank account details below: Account Name: Account Number: SWIFT Code: Bank Details: 8.9. The Customer shall ensure that all moneys transferred in accordance with Clause 8.7 are provided and transferred in compliance with applicable anti-money laundering and counter-terrorism laws (and in particular that they are not, and do not represent whether directly or indirectly incurred the proceeds of criminal or terrorist activity). 8.10. If the Customer requests a correction in connection accordance with Clause 8.6 and the Supplier agrees to such correction, the Customer shall initiate payment of the corrected invoice within thirty (30) Business Days of receipt to the bank account details in Clause 8.8 above. If the Supplier does not agree to the correction and the dispute resolution procedure is initiated in accordance with Clause 8.5, the Customer shall pay any amounts due to the Supplier under the disputed invoice within thirty (30) Business Days of the resolution of the dispute or in accordance with any arbitral award (as applicable). 8.11. Without prejudice to the Customer's obligation to pay the Supplier's invoices, and provided it complies with this Clause 8, the Customer is not responsible nor liable for any delays from the Customer’s bank account to the Supplier’s bank account caused by events outside its control, nor by any reasonably unforeseen due diligence, security, or other checks undertaken by any banking institution involved in the transit of funds, or requests for further information by any banking institution involved in the transit of funds, or by any other Authority whatsoever. 8.12. The Customer undertakes to inform the Supplier within 48 hours of any delays to the arrival of funds into the Supplier’s bank account, insofar as such delay is known to the Customer. 8.13. The Customer will provide reasonable assistance to any banking institution involved in the transit of funds from the Customer to the Supplier, or to any other Authority, to ensure arrival of funds into the Supplier’s bank account. 8.14. The Customer will ensure that all relevant information is provided and any and all reasonable requests for further information or clarification on any transfer by any banking institution involved in the transit of funds from the Customer to the Supplier, or by any other Authority, and with the performance of the Servicesutmost efficiency and effectiveness. 6.2 8.15. The Supplier will invoice agrees to pay bank fees charged only by its own bank account and the Customer as specified in the Agreement. Each invoice will include such supporting information required agrees to pay all other bank fees arising from payment transfers by the Customer to verify the accuracy Supplier. 8.16. The Supplier agrees to inform the Customer of non-arrival of funds into the invoice including but not limited Supplier’s bank account within a reasonable timeframe. 8.17. The Customer and the Supplier agree to the relevant Purchase Order number and act in a breakdown of the Services supplied co-operative manner to resolve any delays in the invoice periodarrival of funds into the Supplier’s bank account. 6.3 In consideration of the supply of the Services by the Supplier, the Customer 8.18. The Supplier will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by inform the Customer in the event writing of unsatisfactory performance without prejudice any change to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.nominated bank account per Clause

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the AgreementContract. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this AgreementContract. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this AgreementContract, it will ensure that a provision is included in such sub-sub- contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement Contract for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 8.1 The Charges Customer shall pay the Subscription Fees for the Services will be as set out in and the Purchase Order or Award Letter, and will be the full and exclusive remuneration purchase price of the Supplier Smart Hubs supplied to it to Xxxxxxxx in respect accordance with this condition 8 and the Schedule of Prices. 8.2 The Customer shall not dispute any invoice without reasonable cause but if the Customer does dispute an invoice: (a) the Customer shall notify Xxxxxxxx in writing within 7 days of the performance receipt of the Services. Unless otherwise agreed invoice specifying the reasons for disputing the invoice; (b) the parties shall negotiate in writing by good faith to attempt to resolve the dispute promptly; and (c) if the dispute is resolved in favour of the Customer, the Charges will include every cost and expense Xxxxxxxx shall within 7 days of the Supplier directly or indirectly incurred in connection with date of such resolution issue a revised and corrected invoice to the performance Customer which the Customer shall pay within 14 days of the Servicesdate of such revised invoice. 6.2 The Supplier will 8.3 All amounts and fees stated or referred to in the Agreement are exclusive of value added tax, which shall be added to Xxxxxxxx’x invoices at the appropriate rate. 8.4 Xxxxxxxx may invoice the Customer as specified in for price of the Agreement. Each Smart Hubs and for the initial Subscription Fee (plus VAT at the prevailing rate (if applicable)) on or at any time after the completion of delivery. 8.5 Xxxxxxxx shall invoice will include such supporting information required by the Customer to verify for subsequent Subscription Fees on the accuracy relevant anniversary of the first invoice including but not limited to for the relevant Purchase Order number and a breakdown of Smart Hub or the Services supplied in the invoice periodearliest Business Day after that anniversary. 6.3 In consideration of the supply of the Services by the Supplier, the 8.6 The Customer will shall pay the Supplier the invoiced amounts no later than each undisputed invoice within 30 days after receipt the date of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by such invoice. 8.7 If Xxxxxxxx has not received payment within 30 days after the Customer in the event of unsatisfactory performance due date, and without prejudice to the Customer’s any other rights and remedies under this Agreementof Xxxxxxxx interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of National Westminster Bank PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 6.4 Where 8.8 Xxxxxxxx shall be entitled to increase the Supplier enters into a sub-contract for the purpose fees payable in respect of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment Smart Hubs purchased pursuant to be made of all sums due by the Supplier condition 2 upon 90 days' prior notice to the sub-contractor within a specified period not exceeding 30 days from Customer and the receipt Schedule of a valid invoicePrices shall be deemed to have been amended accordingly. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 11.1 The Charges for the Goods and/or Services will be as are set out in Schedule 3 (or, as applicable, in the Purchase Order or Award LetterContract), and will shall be the full and exclusive remuneration of the Supplier in respect of the performance supply of the Goods and/or Services. Unless otherwise agreed in writing by the CustomerUKRI, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the provision of the Goods and/or performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 11.2 All amounts stated are exclusive of VAT which will shall be charged at the prevailing raterate where applicable. The Customer willUKRI shall, where applicable and following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on in respect of the services suppliedGoods and/or Services. 6.6 11.3 The Supplier shall invoice UKRI at the times specified in Schedule 3 (or in the applicable Contract) and in accordance with this clause 11. If an invoicing schedule is not specified in Schedule 3 (or the applicable Contract), the Supplier shall invoice UKRI on or after the Delivery of the Goods or completion of the Services. 11.4 Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant PO Number and a breakdown of the Goods and/or Services supplied in the invoice period as well as appropriate details in order to allow for payment via BACS transfer (sort code and bank account details). 11.5 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice after verifying that the invoice is valid and undisputed. Payment shall be made to the bank account nominated in writing by the Supplier unless XXXX agrees in writing to another payment method. 11.6 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 11.5 after a reasonable time has passed (which shall be no less than 14 calendar days). 11.7 If there is a dispute between the Parties as to the amount invoiced invoiced, UKRI may reject the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late paymentinvoice in its entirety. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums invoice in accordance with clause 15.222.5. Any disputed invoices shall be resolved through the dispute resolution procedure detailed in Clause 33. 11.8 If a payment of an undisputed invoice is not made by UKRI by the due date, then UKRI shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. 11.9 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub-contract: (a) provisions having the same effects as clauses 11.3 to 11.8 of this Agreement; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effect as 11.3 to 11.9 of this Agreement. (c) In this clause 11.9, “sub-contract” means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement or any Contract.

CHARGES AND PAYMENT. 6.1 11.1 The Charges for Customer shall pay the Services will be price of the Goods (less any discount or credit allowed by the Supplier, but without any other deduction, credit or set off) within 20 Business Days of the date of the Supplier’s invoice or otherwise in accordance with such credit terms as set out may have been agreed in writing between the Purchase Order or Award Letter, Customer and will be the full and exclusive remuneration of the Supplier in respect of the performance Contract. Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer. 11.2 In order for the Goods to be delivered to such location as given by the Customer to the Supplier, the Supplier reserves the right to charge the Customer by way of service fee an additional £20.00 plus VAT. 11.3 The Subscription Fees shall be as listed in the Order or by such other method as the Supplier and Customer agree upon in writing. 11.4 The Supplier reserves the right to increase the Subscription Fees from time to time with effect from the due date for payment closest to three months after the date on which the Supplier has provided the Customer with notification of the Servicessum of the increase in Subscription Fees and an explanation of the valid reasons for the increase in Subscription Fees. 11.5 The Customer hereby authorises the Supplier, and the Supplier’s payment processor, to charge the applicable recurring Subscription Fees to the Customer’s designated billing payment method. 11.6 On the Commencement Date, the Customer will be charged immediately for the initial period of the subscription at the then-current fee set out in the Order, followed by recurring periodic charges as specified in the Order. 11.7 By choosing a recurring payment plan, the Customer acknowledges that such Services have a recurring payment feature and the Customer accepts responsibility for all recurring charges prior to cancellation. 11.8 For the avoidance of doubt, time for payment shall be of the essence of the Contract. 11.9 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Unless otherwise agreed in writing Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Charges will include every cost and expense Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Supplier directly or indirectly incurred in connection with Services at the performance same time as payment is due for the supply of the Services. 6.2 The Supplier will invoice 11.10 If the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer fails to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and make a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to under the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due date, then then, without limiting the Supplier's remedies under clause 15 (Termination), the Supplier shall suspend the Services to the Customer and the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will pay accrue each day at 5% a year above the Bank of England's base rate from time to time, but at 5% a year for any period when that base rate is below 0%. In the event that the Supplier interest at a rate which will compensate for such loss as has been directly caused by lifts the late payment. The interest rate will not suspension of the Services, an administration fee of £25.00 + VAT shall be at a rate higher than payable to the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Supplier. 6.8 The Supplier will not suspend 11.11 All amounts due under the supply Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2tax as required by law).

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out specified in the Purchase Order or Award Letter, and will be Form shall apply during the full and exclusive remuneration Initial Term. 6.2 Prepayments are valid for use of the Supplier Service in the 12- month period to which they apply and may not be carried over into subsequent years. 6.3 Where the customer has agreed to an Annual Commitment, GBG shall monitor the Charges owed for Transactions carried out during each contractual year. In the event that the Charges paid or payable by a Customer in relation to the Transactions carried out via the Service are less than the Annual Commitment in total, then the Customer agrees to pay to GBG (within 14 days of receipt of GBG’s invoice) the outstanding balance to ensure that the Annual Commitment is met. 6.4 If the Customer has received Preferential Pricing or if the Standard Pricing or payment terms that applied on the Contract Start Date have changed during the Initial Term then unless otherwise expressly agreed in writing between the Parties, GBG’s Standard Pricing and payment terms will prevail in respect of the performance Customer’s continued use of the Services. Unless otherwise agreed in writing by Service after the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoiceInitial Term. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay commits a material breach of the undisputed amount. 6.7 If a payment of an undisputed amount is not made by Agreement, and the Customer by the due datehas received Preferential Pricing, then GBG reserves the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled right to terminate this the Agreement for a failure to pay undisputed sums in accordance with clause 15.211.4 of the General Terms or cease applying any such Preferential Pricing applicable to the Order, as a consequence of the breach. In such circumstances GBG shall provide the Customer with 30 days’ notice of its intention to revoke Preferential Pricing. In the event that Preferential Pricing ceases to apply to an Order pursuant to this clause 6.5, GBG’s standard pricing and payment terms (as listed in the notice sent to the Customer) will apply in respect of the Customer’s use of the Service from the date of the breach, and continued use of the Service provided under the Agreement for the remainder of the Initial Term and thereafter. 6.6 Notwithstanding anything else in this clause 6, after the expiry of the Initial Term GBG shall be entitled to increase the Charges under an Order by giving the Customer not less than 30 days’ notice of the change. For the avoidance of doubt, GBG will not revise the Charges before the end of the Initial Term.

CHARGES AND PAYMENT. 6.1 The Charges 9.1 All charges shall be invoiced by Scitor ITS to Customer in Dollars, monthly in advance unless otherwise provided in Attachment 2, and shall be payable, in Dollars, without deduction or set- off, within 30 days of receipt of invoice by Customer. All other charges shall be invoiced as incurred or monthly, in arrears, in Dollars and shall be payable, in Dollars, without deduction or set-off, within 30 days of receipt of invoice by Customer 9.2 All prices and charges stated are exclusive of value added tax, sales tax, excise tax, gross receipts tax and any similar tax which may be applicable thereto and Customer agrees to pay all such applicable taxes. 9.3 Scitor ITS reserves the right to make a reasonable charge for the Services will be as set out any work done by Scitor ITS which is attributable to Customer's failure to perform any of its obligations under this Agreement, provided that such work is necessary in the Purchase Order or Award Letterreasonable discretion of Scitor ITS and that wherever feasible, Scitor ITS shall have notified Customer's Network Project Manager in advance. 9.4 Reasonable charges for travel and will be subsistence (when not specifically and expressly included in the full Service) are separately payable by Customer provided and exclusive remuneration of to the Supplier extent that they have been agreed to in respect of the performance of the Services. Unless otherwise agreed in writing advance by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the ServicesParties. 6.2 The Supplier will invoice the 9.5 Failure to pay by Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited according to the relevant Purchase Order number and a breakdown terms of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplierthis Agreement shall entitle Scitor ITS ,, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s its other rights and remedies under this AgreementAgreement to: 9.5.1 charge interest on a daily basis from the original due date at the rate of 4 percentage points above the Chase Manhattan Bank's annual Prime Rate in force from time to time; and/or 9.5.2 suspend the Service, having given 14 days written notice of its intention to do so, and Customer having failed to remedy its payment default during that time. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it 9.6 There will ensure be special pricing that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier applies to the sub-contractor within a specified period not exceeding 30 days from Services up until December 31, 1996. After that date the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which full rate pricing will be charged at the prevailing rate. The Customer willcharged, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute all as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified more fully described in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Schedule to Attachment 2. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Client shall pay all invoices issued by GBG within 28 days from the date of the invoice. 6.2 If specified in the Order Form that the Client is to pay the Charges for in advance or by direct debit then such payments shall be made on or before the Services date specified in the Order Form. 6.3 Charges will be as set out invoiced and paid in U.S. dollars unless otherwise agreed in the Purchase Order Form. Where applicable, taxes or Award Letter, and charges applicable in a country where the Service is provided will be added to the full and exclusive remuneration Charges. 6.4 If the Client fails to pay any part of the Supplier Charges when due, it shall be liable to pay GBG interest on such part of the Charges from the due date for payment at the lesser of 18% per year or the highest annual rate allowed by law. 6.5 The Client shall make all payments due under this Agreement without any deduction whether by set-off, counterclaim, discount, abatement or otherwise. 6.6 If the Client breaches any material term of this Agreement and the Client has received preferential pricing or payment terms under this Agreement, then GBG reserves the right to cease applying any preferential pricing or payment terms as a consequence of the breach. In the event that any preferential pricing or payment terms cease to apply pursuant to this clause 6.6, GBG’s standard pricing and payment terms will apply in respect of the performance Client’s continued use of the Services. Unless otherwise agreed in writing by Service and use throughout the Customer, the Charges will include every cost and expense entirety of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number Initial Period and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amountany Renewal Period. 6.7 If a the Client has received preferential pricing or payment terms under this Agreement or if the standard pricing or payment terms that applied on the Contract Start Date have changed during the Initial Period then unless otherwise expressly agreed in writing between the Parties, GBG’s standard pricing and payment terms will prevail in respect of an undisputed amount is not made by the Customer by Client’s continued use of the due date, then Service after the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Initial Period. 6.8 The Supplier After the expiry of the Initial Period GBG shall be entitled to increase the Charges by giving the Client not less than 30 days’ notice of the change. For the avoidance of doubt, GBG will not suspend revise the supply Charges before the end of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2Initial Period.

CHARGES AND PAYMENT. 6.1 3.1 The Charges for Tariff chosen by the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier Subscriber in respect of the performance Mobile Network Agreement, will remain the Tariff selected for the Minimum Term and the Terms and Conditions relating to the selected Tariff shall apply. 3.2 Without prejudice to condition 3.3, the Supplier may, on not less than 14 days’ notice to the Subscriber change the rates in any Tariff or price list, see condition 10. 1. Such change shall not become effective during the Minimum Term of the Servicesrelevant Mobile Network unless the change arises due to; 3.2.1 A change in the costs to the Supplier due to a requirement or direction from OFCOM; and/or 3.2.2 A change in the costs charged to the Supplier by its suppliers. 3.3 The Supplier will increase the monthly subscription charges for the Mobile Network Agreement in April of each year following the Retail Price Index. 3.4 Payment is due 14 days from the Invoice Date by direct debit. Unless otherwise agreed Payment by any other method other than direct debit will automatically have a Monthly Charge of £15 plus VAT applied to the invoice. All charges must be paid in writing by full without deduction, set off or withholding. 3.5 The Supplier shall invoice the Customer, the Subscriber monthly in advance. Call Charges will include every cost and expense of the Supplier directly or indirectly incurred be invoiced one month in connection with the performance of the Servicesarrears. 6.2 3.6 The Supplier will submit invoices to the Subscriber via email. The Subscriber may also view its invoices online via Futuretel’s Customer Area Webportal. 3.7 The Supplier will invoice on a monthly basis, where possible on the Customer same date each month. The Supplier reserves the right to amend the date and frequency of the invoices and to submit interim invoices if it so chooses. 3.8 Value Added Tax is payable on all charges levied by the Supplier unless otherwise specified. 3.9 The Supplier reserves the right to withhold or withdraw discounts on any invoices that remain unpaid in accordance with condition 3.1 3.10 During the term the Supplier may ask for a deposit as specified security for payment in respect of additional Services to be provided. The Subscriber may request the return or any deposit at the expiry of the Minimum Term as stated in the Agreement. Each invoice will include such supporting information required , but the decision to return any monies prior to termination of the Agreement is at the discretion of the Supplier. 3.11 The Supplier reserves the right to off set any deposit against any amounts due and owing by the Customer Subscriber to verify the accuracy of the invoice Supplier (including but not limited to the relevant Purchase Order number Agreement). 3.12 The Supplier reserves the right to review the Credit Limit applicable to the Agreement and a breakdown if the total charges under the Agreement exceed the Credit Limit, the Supplier shall be entitled to demand immediate repayment of whole or part of the Services supplied in the invoice periodtotal charges outstanding. 6.3 In consideration 3.13 If the Subscriber fails to pay any part of the supply of the Services by the Supplieraforesaid charges in accordance with these Terms and Conditions, the Customer will pay Supplier reserves the right to charge interest at the rate of 4% above the base rate of National Westminster Bank PLC calculated from the Invoice Date until the date of actual payment. 3.14 The Supplier reserves the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer right to vary payment terms, in the event of unsatisfactory performance without prejudice the Subscriber failing to pay, and charges in accordance with these Terms and Conditions or if the Supplier has concerns about the Subscriber’s financial situation and their ability to pay the charges. 3.15 The Subscriber shall indemnify, and keep the Supplier indemnified, fully from and against all liability, loss, damage, costs and expenses of any kind whatsoever arising from or in connection with any charges due to the Customer’s other rights and remedies under this Agreement. 6.4 Where Supplier, or the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days Network Provider direct from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate Subscriber for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled (but without limitation) Connection charges, monthly access charges, Call Charges, Data Charges and all other valid charges rendered from time to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2time.

CHARGES AND PAYMENT. 6.1 5.1 The Customer will pay FocusNet the Service Fees by no later than each Due Date throughout the Term. 5.2 The Customer will pay FocusNet any Additional Charges by no later than each Due Date throughout the Term. 5.3 The Customer will pay any Set up Fees prior to the Commencement Date. 5.4 FocusNet may issue an invoice for any payment and the Services Customer must pay each invoice issued by FocusNet in accordance with the Agreement by the Due Date. 5.5 The Customer must pay any FNIS Invoice issued by FocusNet by direct debit in accordance with the Direct Debit Request. The terms of the Direct Debit Request are incorporated into this document and will prevail over the terms of this document to the extent of any inconsistency. All FNIS Invoices will be as set out in issued on the Purchase Order or Award Letterfirst business day of the month. FocusNet will debit your nominated bank account on the day the invoice is raised. 5.6 The Customer must pay any FNIT Invoice issued by FocusNet strictly within 7 days of issue. All FNIT invoices will be issued on the last day of each month, and will be the full and exclusive remuneration include an overview of any help desk support in accordance with clause 9 of the Supplier in respect of Service Agreement provided for the performance of the Servicesmonth prior. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier All FNIT Invoices must be paid directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy by one of the invoice including but not limited to methods specified on the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodFNIT Invoice. 6.3 In consideration of 5.7 FocusNet reserves the supply of the Services by the Supplierright to charge, and the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced agrees to pay, compound interest on any amount due and not paid by the Customer in within the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due time specified on any invoice issued by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which FocusNet. Interest will be charged at the prevailing rateDefault Rate per annum calculated daily from the date on which the amount became due for payment until the date that payment is received in full. FocusNet may also submit the Customer‟s account to a collection agency. The Customer willagrees FoucsNet may recover outstanding amounts plus interest, following FocusNet‟s legal costs (on a solicitor-client basis), bank fees, and any charges or other expenses of any kind incurred in attempting to recover the receipt of a valid VAT invoiceamount outstanding from the Customer, pay including any fees, commissions or other amounts FocusNet pays to any collection agency to act on FocusNet‟s behalf. 5.8 FocusNet reserves the right to increase the Service Fee during the Initial Term and Extended Term. Any increase pursuant to this clause must not exceed an amount calculated by reference to the Supplier a sum equal to Consumer Price Index published by the VAT chargeable on the services suppliedAustralian Bureau of Statistics quarterly. 6.6 If there is a dispute as 5.9 The Customer acknowledges that FocusNet may pay commissions or referral fees to the amount invoiced any person who introduced the Customer will pay the undisputed amountto FocusNet. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 13.1 The Charges for Customer will pay to Pure IP in cleared funds the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the ServicesService Fees. Unless otherwise agreed by the Parties in a Work Order all payments shall be made via a direct debit. Each month Pure IP shall invoice the Customer for the Service Fees that are then payable, together with VAT, and interest where appropriate, calculated as provided in the Agreement. 13.2 Unless otherwise stated in a Work Order: (a) all Service Fees are quoted and payable in the currency set forth in the applicable Work Order; (b) recurring Service Fees, initial payments and deposits may be invoiced in advance; (c) overage and other Service Fees shall be invoiced in arrears. 13.3 The Service Fees shall be paid by the Customer to Pure IP (without deduction or set-off) within thirty (30) days of the date of Pure IP’s invoice and in accordance with the method of payment referred to in the Work Order. Should the Customer have any dispute or query in relation to any Pure IP invoice the Customer shall notify Pure IP thereof in writing by the Customer, the Charges will include every cost and expense within twenty-one (21) days of receipt of the Supplier directly or indirectly said invoice, failing which the Customer shall be deemed to have accepted the accuracy of the invoice and its liability for the full charges set out therein. 13.4 The Customer shall reimburse all pre-approved travel and other expenses incurred in connection with the performance Services; 13.5 Pure IP may at any time by service on the Customer of thirty (30) days’ notice in writing (including email) revise or replace the ServicesRate Card. 6.2 The Supplier will invoice 13.6 Without prejudice to any other right or remedy that Pure IP may have, if the Customer as specified fails to pay Pure IP all amounts due in accordance with these conditions on the Agreement. Each invoice will include due date Pure IP may: (a) charge interest on such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days sum from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged due date for payment at the prevailing rate. The Customer willannual rate of five per cent (5%) above the base lending rate from time to time of Barclays Bank plc, following the receipt of accruing on a valid VAT invoicedaily basis and being compounded quarterly until payment is made, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier whether before or after any judgment; or claim interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in under the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through Act 1998, whichever is the dispute resolution procedure detailed higher; and (b) suspend all Services until payment has been made in clause 40full. 6.8 The Supplier will not suspend the supply 13.7 Notwithstanding Clause 20.4(b), time for payment shall be of the Services unless essence of the Supplier is entitled Contract. 13.8 Pure IP may, without prejudice to terminate this Agreement for any other rights it may have, set off any liability of the Customer to Pure IP against any liability of Pure IP to the Customer. 13.9 Pure IP may, without prejudice to any other rights it may have, set off any Pure IP invoices to the Customer and/or Pure IP charges incurred with third parties on behalf of the Customer against any revenue and/or charges collected by Pure IP on behalf of the Customer including (without limitation) monies collected on a failure to pay undisputed sums in accordance with clause 15.2revenue sharing basis.

CHARGES AND PAYMENT. 6.1 The Client shall pay all Charges for due under the Services Agreement within 28 days of the date of the invoice. 6.2 If specified in the Order Form that the Client is to pay the Charges in advance or by direct debit then such payments shall be made on or before the date specified in the Order Form. 6.3 Charges will be as set out invoiced and paid in pounds sterling unless otherwise agreed in the Purchase Order Form. Where applicable, Value Added Tax (or Award Letter, and any other applicable tax or charge in a country where the Service is provided) will be added to the full and exclusive remuneration Charges. 6.4 If the Client fails to pay any part of the Supplier Charges when due, it shall be liable to pay GBG interest on such part of the Charges from the due date for payment at the relevant statutory annual rate. 6.5 The Client shall make all payments due under the Agreement without any deduction whether by set-off, counterclaim, discount, abatement or otherwise. 6.6 If the Client breaches any material term of the Agreement and the Client has received preferential pricing or payment terms under the Agreement, then GBG reserves the right to cease applying any preferential pricing or payment terms as a consequence of the breach. In the event that any preferential pricing or payment terms cease to apply in accordance with this clause 6.6, GBG’s standard pricing or payment terms will apply in respect of the performance Client’s continued use of the Services. Unless Service and use throughout the entirety of the Initial Period and any Renewal Period, or if the standard pricing or payment terms that applied on the Contract Start Date have changed during the Initial Period then unless otherwise expressly agreed in writing by between the CustomerParties, the Charges GBG’s standard pricing and payment terms will include every cost and expense prevail in respect of the Supplier directly or indirectly incurred in connection with the performance Client’s continued use of the Services. 6.2 The Supplier will invoice Service after the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amountInitial Period. 6.7 If a payment After the expiry of an undisputed amount is the Initial Period GBG shall be entitled to increase the Charges by giving the Client not made by less than 30 days’ notice of the Customer by change. For the due dateavoidance of doubt, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate GBG will not be at a rate higher than revise the interest rate specified in Charges before the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply end of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2Initial Period.

CHARGES AND PAYMENT. 6.1 5.1 The Charges charges for each Statement of Work shall be in accordance with the Services will be as fee structure set out in the Purchase Order or Award Letter, and will applicable Statement of Work (“Price”). 5.2 The Client shall pay to Supplier the Price as invoiced. 5.3 All valid invoices issued to the Client pursuant to a Statement of Work shall be the full and exclusive remuneration payable within 30 days of the Supplier date of issue. Invoices in respect of Services to be supplied at a fixed price shall be issued in advance of the performance supply of the Services. The Client shall not be permitted to make any deduction from the Price whether in respect of set-off, counterclaim or otherwise. 5.4 Unless otherwise agreed in writing with the Client, Supplier shall be entitled to allocate payments received to settle (in full or in part) any sums due from the Client under any Contract, in any order or manner the Supplier determines, and in particular shall be entitled to apply any part payment to settle outstanding interest on overdue amounts, ahead of principal. 5.5 The Price, and any additional charges payable hereunder, are exclusive of VAT, customs charges and duties, which shall be paid by the CustomerClient in the amount and manner prescribed by law. 5.6 Notwithstanding Clause 5.2 or any other arrangements for provision of credit which Supplier may have agreed with the Client in respect of a Statement of Work, the Charges will include every cost and expense whole price of all Services bought or agreed to be bought by the Client shall be immediately payable without demand in any circumstances entitling Supplier directly or indirectly incurred in connection with to terminate the performance of the ServicesContract pursuant to Clause 9. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without 5.7 Without prejudice to any of its other rights, if the Customer’s other rights and remedies under this Agreement.Client fails to make any payment when due Supplier shall be entitled to: 6.4 Where the Supplier enters into a sub-contract for the purpose of performing 5.7.1 suspend its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires the Statement of Work for so long as any payment to be made of all sums due by hereunder remains outstanding; and/or 5.7.2 charge interest on the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged overdue amount at the prevailing statutory rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified and otherwise in accordance with the Late Payment of Commercial Debts (Interest) Xxx 0000Act 1998. Any disputed amounts will be resolved through The Client shall make all payments under each Statement of Work without withholding or deduction of, or in respect of, any tax unless required by law. If any such withholding or deduction is required, the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless Client shall pay to the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2such additional amount as will ensure that the Supplier receives the same total amount that it would have received if no such withholding or deduction had been required.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Tender, Purchase Order or Award Letter, and will be the full and exclusive remuneration of to the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 10.1 The Charges Subscription Fees for the Services will Initial Subscription Term shall be as set out due upon the Go Live Sign Off Date and for any Renewal Period on the first day of the Renewal Period but provided the Customer is not in breach of this agreement the Purchase Order or Award LetterCustomer may pay the Subscription Fees to iplicit due for the Initial Subscription Term and for any Renewal Period by equal monthly instalments in advance. 10.2 If iplicit has not received a monthly payment instalment within 14 days after the due date, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s any other rights and remedies of iplicit, including the right to terminate this agreement: iplicit may, without liability to the Customer, suspend the Customer’s account and its access to all or part of the Services and iplicit shall be under this Agreementno obligation to provide any of the Services while any of the Subscription Fees remain unpaid, subject to iplicit notifying the Company in writing to provide five working days to remedy before suspension. The whole of the Subscription Fees and any excess storage fees shall become immediately due and payable; and interest shall accrue on such due amounts at an annual rate equal to 5% over the then current base lending rate of HSBC Bank Plc at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 10.3 All amounts and fees stated or referred to in this agreement: shall be payable in Pounds; are, subject to clause 14.4(b), non-cancellable and non-refundable; are exclusive of VAT value added tax, which will shall be charged payable in addition at the appropriate rate. 10.4 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in Schedule 2, iplicit shall charge the Customer, and the Customer shall pay iplicit’s then current excess data storage fees. iplicit’s additional data storage fees current are set out in Schedule 2. Please also refer to our Fair Use Policy at xxx.xxxxxxx.xxx/xxxxx 10.5 iplicit shall be entitled to review and increase the fees payable in respect of User Subscriptions and any additional User Subscriptions purchased pursuant to clause 4.1 and/or the excess storage fees payable pursuant to clause 10.4 from time to time without notice to the Customer but subject always to clause 10.6 and provided that any annual increase shall not exceed 5% or RPI whichever is the greater, from the period beginning with the Go Live Sign Off Date or, if later, the date of any previous review. 10.6 Subject to clause 4.1 (pursuant to which the Customer and iplicit agree that the Subscription Fees payable for additional Authorised Users approved by iplicit prior to the end of the Initial Subscription Term or during a Renewal Period shall be payable at the then prevailing rate. The Customer willrate for additional Authorised Users), any increase in Subscription Fees following any revisions of the receipt same shall be payable only with effect on and from the commencement of a valid VAT invoice, pay Renewal Period and 0 shall be deemed to the Supplier a sum equal to the VAT chargeable on the services suppliedhave been amended accordingly. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter8.1 In consideration of, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited subject to the relevant Purchase Order number due and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply proper performance of the Services by the SupplierService Provider in accordance with the Contract, the Customer will Authority shall pay the Supplier Service Provider the invoiced amounts no later than 30 days Charges in relation to Temporary Workers in accordance with Part 1 of Schedule 6. 8.2 In consideration of, and subject to the due and proper performance of the Services by the Service Provider in accordance with the Contract, the Authority shall pay the Service Provider the Charges in relation to Permanent Workers in accordance with Part 2 of Schedule 6. 8.3 The Authority will self xxxx in respect of the Charges due and payable in relation to Temporary Workers. 8.4 The Service Provider shall invoice the Authority in respect of the Charges due and payable in relation to Permanent Workers in accordance with Part 2 of Schedule 6 and the Service Provider shall not make any separate charge for submitting any invoice. 8.5 The Service Provider’s invoice for Permanent Workers will set out the amount of the Fees claimed in respect of each Permanent Worker solely and directly Introduced by the Service Provider and Engaged by the TfL Group (including a breakdown of all costs and expenses relating thereto, as applicable), the Contract Reference Number, the Purchase Order Number, the billing address and a separate calculation of VAT, where properly chargeable, together with any other information reasonably requested by the Authority. 8.6 The Service Provider shall not be entitled to reimbursement for expenses (including any expenses of the Temporary Workers) unless such expenses are specified in Schedule 6 or have been incurred with the prior written consent of the Contract Manager, in which case the Service Provider shall supply appropriate evidence of expenditure in a form acceptable to the Authority. Only reasonable expenses actually incurred in accordance with this Clause shall be reimbursable and the Service Provider shall not charge a xxxx-up or additional fee when claiming expenses. 8.7 In the event of a variation to the Services in accordance with the Contract that involves the payment of additional charges to the Service Provider, the Service Provider shall identify these separately on the relevant invoices and shall confirm the name of the person who authorised such variation. 8.8 No payment made by the Authority (including any final payment) or act or omission or approval by the Authority or Contract or Hiring Managers (whether related to payment or otherwise) shall: 8.8.1 indicate or be taken to indicate the Authority’s acceptance or approval of the Services or any part of them or any act or omission of the Service Provider, or otherwise prejudice any rights, powers or remedies which the Authority may have against the Service Provider, or absolve the Service Provider from any obligation or liability imposed on the Service Provider under or by virtue of the Contract; or 8.8.2 prevent the Authority from recovering any amount overpaid or wrongfully paid including payments made to the Service Provider by mistake of law or fact. Without prejudice to Clause 24, the Authority shall be entitled to withhold such amount from any sums due or which may become due to the Service Provider or the Authority may recover such amount as a debt. 8.9 If the Authority has a query or dispute on any constituent part of any invoice it shall raise it with the Service Provider as soon as reasonably practicable after receipt of the invoice and the Service Provider shall issue a valid replacement invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by for the Customer amount not in dispute so that the event of unsatisfactory performance Authority can pay the invoice without prejudice to the Customeritem(s) that are queried or in dispute. For the avoidance of doubt any delay by the Authority in notifying the Service Provider of any disputed invoice (or part of an invoice) shall not prejudice the Authority’s right to dispute (and where appropriate) recover any sums that should not have been paid by the Authority under such invoice or any other rights and remedies under this Agreementinvoice rendered by or on behalf of the Authority. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due 8.10 If any sum payable by the Supplier Authority under the Contract is not paid when properly due then the Service Provider shall be entitled to the sub-contractor within a specified period not exceeding 30 days recover interest on that sum from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged due date until payment is made in full, both before and after any judgment, at the prevailing rateInterest Rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate Parties agree that this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.Clause

CHARGES AND PAYMENT. 6.1 9.1 The Charges Customer shall pay the Subscription Fees to Protean for the Services will User Subscriptions in accordance with this clause 9. 9.2 Where the Customer has elected in its Order to use the Software for a free trial period no Subscription Fees shall be as payable for the duration of such free trial period. 9.3 Where the Customer has elected in its Order to pay the Subscription Fees on a monthly basis, Protean shall invoice the Customer monthly in advance for the Subscription Fees and the Customer shall pay each invoice by direct debit within 30 (thirty) days after the date of such invoice. 9.4 Where the Customer has elected in its Order to pay the Subscription Fees on an annual basis, Protean shall invoice the Customer in advance on the Effective Date and annually thereafter for the Subscription Fees and the Customer shall pay each invoice by direct debit within 30 (thirty) days after the date of such invoice. 9.5 Where the Customer has elected in its Order to pay the Subscription Fees in a manner specified in the Order, Protean shall invoice and the Customer shall pay the Subscription Fees in accordance with the payment terms set out in the Purchase Order or Award LetterOrder. 9.6 For the avoidance of doubt, during the Subscription Term the Customer shall not be permitted to reduce the number of its User Subscriptions and shall remain liable to pay the Subscription Fees for the full Subscription Term. 9.7 If Protean has not received payment within 30 (thirty) days after the due date, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s any other rights and remedies of Protean: 9.7.1 Protean may, without liability to the Customer, disable the Customer’s password, account and access to the Software and Protean shall be under this Agreementno obligation to provide access to the Software while the invoice(s) concerned remain unpaid; and 9.7.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3 (three) per cent over the then current base lending rate of Protean’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 9.8 All amounts and fees stated or referred to in this agreement: 9.8.1 shall be payable in pounds sterling; 9.8.2 are, subject to clause 13.4.2, non-cancellable and non-refundable; 9.8.3 are exclusive of VAT value added tax, or any analogous sales tax applicable to the supplies made by Protean under this agreement, which will shall be charged added to Protean’s invoice(s) at the prevailing appropriate rate. 9.9 Protean shall be entitled to increase the Subscription Fees at the start of each Renewal Period. The Unless Protean provides the Customer will, following the receipt with notice of a valid VAT invoice, pay any different price increase that will apply 60 (sixty) days prior to the Supplier a sum equal start of the next Renewal Period, any such increase to the VAT chargeable on the services supplied. 6.6 If there is a dispute as Subscription Fees shall be limited to the greater of: 9.9.1 an amount invoiced which represents and increase of up to 7% of the Customer will pay Subscription Fees; and 9.9.2 the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified increase in the Late Payment of Commercial Debts Retail Prices Index (Interestexcluding mortgage interest), applicable in the 12 (twelve) Xxx 0000. Any disputed amounts will be resolved through month period which immediately precedes the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply start of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2next Renewal Period.

CHARGES AND PAYMENT. 6.1 3.1 The Charges Customer shall pay Aspire for the Services services provided in line with the Service Agreement. Recurring charges will be as set out in billed from the Purchase Order or Award Letter, and Commencement Date. One-off charges will be billed following the full and exclusive remuneration delivery of the Supplier in respect of the performance of the Services. Unless otherwise service and/or goods unless agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Servicesotherwise. 6.2 The Supplier will invoice 3.2 All charges and other payments which may become due under the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated Contract are exclusive of VAT which will (if applicable) shall be charged payable by the party making the payment in question at the prevailing raterate from time to time in force. 3.3 All invoices issued by Aspire shall be paid by the customer within fourteen days of the date of the invoice. 3.4 The Customer must provide any purchase order number or other reference which it wishes to appear on any invoice to be issued by Aspire at least twenty-eight days prior to the date on which the invoice in question is to be raised. The purchase order should be sent to xxxxxxx@xxxxxxxx.xxx. The Customer will, following shall not be entitled to reject any invoice issued by Aspire on that ground that it fails to include a purchase order number or other references where the receipt Customer has failed to notify it to Aspire in accordance with this Clause. 3.5 Aspire shall be entitled to suspend the provision of any service (or part of a valid VAT invoice, pay service) without liability to the Supplier a sum equal customer (including to pay service credits) during any period during which any overdue sums are due to it from the VAT chargeable on Customer. During any such period of suspension, the services suppliedCustomer shall remain liable to pay the charges for the suspended services. 6.6 If there is 3.6 Interest shall accrue on all overdue amounts due from the Customer to Aspire from the due date until payment in full of all overdue amounts at a rate of four per cent (4%) per annum above the base lending rate from time to time of Barclays Bank plc. 3.7 The Customer shall not be entitled to make any deduction from any amount due from it to Aspire nor shall the Customer be entitled to exercise any right of set-off. 3.8 Where the Customer has a bona fide dispute as to the amount invoiced of any invoice issued by Aspire which it has informed Aspire of in writing within 14 days of the date of the invoice, the Customer will pay shall be entitled to withhold payment of the disputed amount only (provided it pays the undisputed amountamount in accordance with Clause 4.3) pending resolution of that dispute. Following resolution of that dispute, the Customer shall pay to Aspire within seven days (or before the end of the original period of payment if earlier) any amount which it agrees or is ordered to pay together with interest (if applicable) calculated in accordance with Clause 3.6. 6.7 If 3.9 Should Aspire fail to issue a credit note to the Customer for any Service Credits which have become payable by Aspire within the time period for issuing such credit note as specified in the relevant Service Level Agreement then the Customer shall be entitled to deduct the value of those Service Credits form the next invoice issue d by Aspire for the charges for the Services to which those Service Credits relate. 3.10 A charge of £10.00 shall be added to all invoices which are not paid by Direct Debit. The Customer hereby acknowledges and agrees such charge represents a fair and genuine administration charge taking account of the additional difficulties of invoicing and collection for Aspire where dealing other than on the basis of Direct Debit. Completing a Direct Debit mandate and paying by Direct Debit will avoid the £10 monthly non-direct debit charge. 3.11 It is standard practice for Aspire to conduct a customer credit check and use that information to issue a customer credit limit. You hereby consent to our use of all relevant Customer information for the purposes of such credit checks, and to our sharing such information with the relevant third parties involved in such credit checking. Following such credit checks it may be necessary for an upfront payment of an undisputed amount is not to be made by the Customer by to Aspire. If in relation to recurring rentals, the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts upfront payments will be resolved through taken as the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply final months of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2Minimum Contact Term.

CHARGES AND PAYMENT. 6.1 8.1 The Charges Customer shall pay the Subscription Fees for the Services will and the purchase price of the Smart Hubs supplied to it to Xxxxxxxx in accordance with this condition 8 and the Schedule of Prices. 8.2 The Customer shall not dispute any invoice without reasonable cause but if the Customer does dispute an invoice: (a) the Customer shall notify Xxxxxxxx in writing within 7 days of the receipt of the invoice specifying the reasons for disputing the invoice; (b) the parties shall negotiate in good faith to attempt to resolve the dispute promptly; and (c) if the dispute is resolved in favour of the Customer, Xxxxxxxx shall within 7 days of the date of such resolution issue a revised and corrected invoice to the Customer which the Customer shall pay within 14 days of the date of such revised invoice. 8.3 All amounts and fees stated or referred to in the Agreement are exclusive of value added tax, which shall be as added to Xxxxxxxx’x invoices at the appropriate rate. 8.4 Xxxxxxxx may invoice the Customer for price of the Smart Hubs plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. 8.5 Where the Customer has opted to pay the Subscription Fee monthly, Xxxxxxxx shall invoice the Customer for the Subscription Fee monthly in arrears. The amount payable under such invoice shall be calculated by multiplying the number of Connected Smart Hubs during the relevant month by the Monthly Subscription Fee. 8.6 The Customer shall pay each undisputed invoice within 30 days after the date of such invoice. 8.7 If Xxxxxxxx has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Xxxxxxxx interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of National Westminster Bank PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.8 Xxxxxxxx shall be entitled to increase the fees payable in respect of additional Smart Hubs purchased pursuant to condition 2 upon 90 days' prior notice to the Customer. Where the Customer has opted to pay the Subscription Fee monthly, Xxxxxxxx shall be entitled to increase the Subscription Fees upon 90 days' prior notice to the Customer. In either case the Schedule of Prices shall be deemed to have been amended accordingly. 8.9 Where the Customer has used a SIM Card provided by Xxxxxxxx in connection with a Smart Hub and such Customer SIM Card exceeds the threshold to “Active” mode notified to it from time to time, Xxxxxxxx may charge the Customer at the rates set out in the Purchase Order Schedule of Charges for each month until the service to such Smart Hub is suspended for non-use or Award Letter, and will be until the full and exclusive remuneration of the Supplier matter has been rectified in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection conjunction with the performance of the ServicesXxxxxxxx support team. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 8.1 The Charges price for the Services will Goods: (a) shall be as the price set out in the Purchase Order Order, or Award Letterif no price is quoted, the price set out in the Supplier’s published price list in force at the Commencement Date or as agreed in writing; (b) shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer. 8.2 The charges for the Services shall be set out in the Order, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The 8.3 In respect of Goods, the Supplier will shall invoice the Customer as specified in within 15 days of supply. Invoices received after this time may not be accepted. Invoices received more than 89 days from delivery will not be accepted and will be returned to the AgreementSupplier. In respect of Services, the Supplier shall invoice the Customer within 15 days of the completion of the Service. Invoices received after this time may not be accepted. Invoices received more than 89 days form completion of the service will not be accepted and will be returned to the Supplier. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice invoice, including but not limited to the relevant supply details and valid Freebridge Purchase Order number and a breakdown of the Services supplied in the invoice periodNumber. 6.3 8.4 In consideration of the supply of the Goods and/or Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than within 30 days after receipt of the date of a valid correctly rendered invoice which includes to a valid Purchase Order number. Payments may be withheld or reduced bank account nominated in writing by the Supplier. 8.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due Contract by the Supplier to the sub-contractor within a specified period not exceeding 30 days from Customer, the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willshall, following the on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Goods and/or Services unless at the same time as payment is due for the supply of the Goods and/or Services. 8.6 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request. 8.7 The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is entitled present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to terminate be set off are expressed in different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Customer of its rights under this Agreement for a failure clause shall not limit or affect any other rights or remedies available to pay undisputed sums in accordance with clause 15.2it under the Contract or otherwise.

CHARGES AND PAYMENT. 6.1 The Client shall pay all invoices issued by GBG within 28 days from the date of the invoice. 6.2 If specified in the Order Form that the Client is to pay the Charges for in advance or by direct debit then such payments shall be made on or before the Services date specified in the Order Form. 6.3 Charges will be as set out invoiced and paid in pounds sterling unless otherwise agreed in the Purchase Order Form. Where applicable, Value Added Tax (or Award Letter, and any other applicable tax or charge in a country where the Service is provided) will be added to the full and exclusive remuneration Charges. 6.4 If the Client fails to pay any part of the Supplier Charges when due, it shall be liable to pay GBG interest on such part of the Charges from the due date for payment at the relevant statutory annual rate. 6.5 The Client shall make all payments due under this Agreement without any deduction whether by set-off, counterclaim, discount, abatement or otherwise. 6.6 If the Client breaches any material term of this Agreement and the Client has received preferential pricing or payment terms under this Agreement, then GBG reserves the right to cease applying any preferential pricing or payment terms as a consequence of the breach. In the event that any preferential pricing or payment terms cease to apply pursuant to this clause 6.6, GBG’s standard pricing and payment terms will apply in respect of the performance Client’s continued use of the Services. Unless otherwise agreed in writing by Service and use throughout the Customer, the Charges will include every cost and expense entirety of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number Initial Period and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amountany Renewal Period. 6.7 If a the Client has received preferential pricing or payment terms under this Agreement or if the standard pricing or payment terms that applied on the Contract Start Date have changed during the Initial Period then unless otherwise expressly agreed in writing between the Parties, GBG’s standard pricing and payment terms will prevail in respect of an undisputed amount is not made by the Customer by Client’s continued use of the due date, then Service after the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Initial Period. 6.8 The Supplier After the expiry of the Initial Period GBG shall be entitled to increase the Charges by giving the Client not less than 30 days’ notice of the change. For the avoidance of doubt, GBG will not suspend revise the supply Charges before the end of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2Initial Period.

CHARGES AND PAYMENT. 6.1 8.1 The Charges price for the Services will Goods: (a) shall be as the price set out in the Purchase Order or Award LetterOrder; and (b) shall be inclusive of the costs of packaging, insurance and carriage of the Goods, unless otherwise agreed in writing by the Customer. No extra charges shall be effective unless agreed in writing and signed by the Customer. 8.2 The charges for the Services shall be set out in the Purchase Order, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The 8.3 In respect of Goods, the Supplier will shall invoice the Customer as specified in within 15 days after completion of delivery. In respect of Services, the AgreementSupplier shall invoice the Customer within 15 days of completion of the Services. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice invoice, including but not limited to the relevant Purchase Order number and a breakdown purchase order number. If an invoice is received later that 15 days after completion of delivery of Goods or completion of the Services supplied (as the case may be), the Customer shall not be bound to pay the sums set out in the invoice periodrelevant invoice. 6.3 In 8.4 Unless otherwise agreed by the Customer in writing, in consideration of the supply of the Goods and/or Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than within 30 days after receipt of the date of a valid correctly rendered invoice which includes to a valid Purchase Order number. Payments may be withheld or reduced bank account nominated in writing by the Supplier. 8.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due Contract by the Supplier to the sub-contractor within a specified period not exceeding 30 days from Customer, the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willshall, following the on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Goods and/or Services unless at the same time as payment is due for the supply of the Goods and/or Services. 8.6 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above the base rate of HSBC Bank Plc from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments that the defaulting party disputes in good faith. 8.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request. 8.8 The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will shall be as set out in the Purchase Order or Award Letter, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will shall invoice the Customer as specified in the AgreementPO. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order purchase order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order PO number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s Customer‟s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will shall be charged at the prevailing rate. The Customer willshall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedvalue of the Services supplied in accordance with this Agreement. 6.6 6.5 If there is a dispute as to the amount invoiced the Customer will shall pay the undisputed amount. 6.7 6.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will shall pay the Supplier interest at a rate which will shall compensate for such loss as has been directly caused by the late payment. The interest rate will shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will shall be resolved through the dispute resolution procedure detailed in clause 4039. 6.8 6.7 The Supplier will shall not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 5.1 The Customer shall pay HBT the Charges for as specified in this Contract and as subsequently varied pursuant to this Contract. Charges shall be payable by the Services will be as set out in Customer with effect from the Purchase Order Start Date. 5.2 HBT may vary all or Award Letter, and will be the full and exclusive remuneration any of the Supplier Charges at any time on giving not less than thirty (30) days' notice to the Customer. This notice may be included in an invoice to the Customer. Such increase shall not be more than the Retail Price Index (RPI) applicable at that time. 5.3 HBT may at any time on notice to the Customer amend any terms as to payment so as to ensure that it is paid the Charges on or prior to the date on which HBT is to pay any Third Party Service Provider in respect of the performance Services or goods to which such charges relate. 5.4 All Charges are stated exclusive of value added tax (VAT) or other applicable taxes. The Customer shall be responsible for paying VAT and other applicable taxes which shall be included in HBT invoices at the applicable rate(s). Payment shall be by direct debit and a fee of £20.00 per incident for any cancelled, dishonoured or failed Direct Debits or cheques may be applied. If payment is not made by direct debit, an administrative charge of £5 per month shall be applied. 5.5 HBT shall issue invoices for the Services in accordance with the billing dates specified in this Contract. Any delay by HBT in invoicing any Charges shall not prohibit HBT from raising an invoice at a later date in respect of the Services. Unless same nor shall it relieve the Customer of liability to pay for the same. 5.6 The Customer shall pay the Charges within fourteen (14) days of the date of the relevant HBT invoice, unless otherwise agreed in writing by HBT. The Customer shall not be entitled to set-off, contra or withhold any payment due to HBT against any sums of whatsoever nature that are due to the Customer from HBT or that the Customer claims are due from HBT, and time of payment of all sums under this Contract is of the essence. 5.7 Where Charges are not paid by the CustomerCustomer in accordance with this clause 5, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice HBT may require the Customer to pay all sums due under this Contract on demand, and reserve the right to charge Interest on all amounts overdue from the Customer on a daily basis (before as specified in well as after any judgement) until the Agreementdate of payment, at NatWest Bank base rate plus four percent (4%). Each invoice will include such supporting information required Alternatively, if any sum owed by the Customer to verify HBT under the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld Contract or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s any other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount with HBT is not made by the Customer paid by the due date, then HBT may deduct this sum from any payment or credit due to the Customer will pay under the Supplier interest at a rate which will compensate for such loss as has been directly caused by Contract or any other contract with HBT. 5.8 If you believe all or any part of an invoice is in error, you must notify HBT Communications within 6- months (180) days of your receipt of the late paymentinvoice. The interest rate If you fail to do so, HBT Communications will not be at a rate higher than required to make any adjustment to the interest rate specified in invoice, and you shall be deemed to have waived any right to contest the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40invoice. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges 7.1 Customer will pay to Taxlab the Subscription Fees for the Subscription Services in accordance with this clause 7. 7.2 Taxlab will be as set out in issue a valid tax invoice to Customer for the Purchase Order or Award Letter, and will be Subscription Fees at the full and exclusive remuneration end of the Supplier in respect of the performance of the Serviceseach month. Unless otherwise agreed in writing specified by Taxlab, payment of each invoice will be payable on the 20th of the month following the date of the invoice. Payment details will be specified on the invoice. 7.3 If Customer fails to pay any invoice when due then without prejudice to any other rights and remedies of Taxlab: (a) Taxlab may, without liability to Customer, the Charges will include every cost and expense disable access to all or part of the Supplier directly Subscription Services, and Taxlab will be under no obligation to provide any or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown all of the Services supplied while the invoice(s) concerned remain unpaid; and/or (b) interest will accrue on such due amounts at an annual rate equal to 2% over the then current base overdraft rate of Taxlab's bankers calculated from the due date until the date the amount is paid in the invoice periodfull. 6.3 In consideration 7.4 If Customer disputes in good faith the whole or any portion of the supply of the Services by the Supplierany valid tax invoice, the Customer will pay the Supplier portion of the invoiced amounts no later than 30 days after receipt valid tax invoice that is not in dispute, but may withhold payment of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in disputed portion until the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreementdispute is resolved. 6.4 Where 7.5 All amounts stated or referred to in this Agreement are exclusive of GST and any other taxes, levies and duties (if any), which will be paid for by Customer. 7.6 If Customer is required by law to deduct or withhold taxes or charges from the Supplier enters into a sub-contract for the purpose of performing its obligations amounts due to Taxlab under this Agreement, it Customer will ensure that a provision the amount due to Taxlab is included in increased so that the payment actually made to Taxlab equals the amount due to Taxlab as if no such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoicetaxes or charges had been imposed. 6.5 All amounts stated are exclusive of VAT which will be charged 7.7 Taxlab may change the Subscription Fees at the prevailing rate. The any time by giving Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedat least 30 days' prior written notice. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 13.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed parties agree that unless expressly stated in writing by the CustomerCompany all fees, charges and payments set out in this Agreement or any Schedule to it are exclusive of VAT. 13.2 The Client will pay the Charges will include every cost Company the Service Fees for the Services as specified and expense calculated in the Schedule and unless agreed otherwise the payment of the Supplier directly fixed monthly amount is to be made via monthly direct debit or indirectly incurred in connection with standing order and the performance payment of any additional amount which is over and above the fixed monthly amount shall be paid no later than 14 days after the date of the ServicesCompany’s relevant invoice. 6.2 13.3 The Supplier will invoice Support Services and the Customer as Maintenance Services do not include any services provided by the Company in excess of the Designated Support Hours. Upon request the Company may at its sole discretion provide supplementary support in excess of the Designated Support Hours and where the Company does so the Company’s standard scale of charges specified in the Agreement. Each invoice will include such supporting information required Schedule shall apply. 13.4 The Client shall reimburse the Company for all agreed Expenses reasonably incurred by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied Company in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement. 13.5 If the Client fails to pay any amount payable by it under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment the Company shall be entitled (but not obliged) to be made of all sums due charge the Client interest on the overdue amount, payable by the Supplier Client forthwith on demand, from the due date up to the sub-contractor within a specified period not exceeding 30 days from the receipt date of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged actual payment, after as well as before judgment, at the prevailing raterate of 4% per annum above the base rate for the time being of the Bank of England. The Customer willSuch interest shall accrue on a daily basis and be compounded quarterly. Alternatively, following the receipt of a valid VAT invoice, pay Company reserves the right to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier claim interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in under the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Act 1998. 6.8 13.6 Without limiting any other right or remedy available to the Company, the Company may on giving fourteen (14) days’ written notice, and without having to account for or to repay any money previously paid to it pursuant to the terms of this Agreement, refuse to commence, complete or deliver any Services or otherwise comply with the provisions of this Agreement on the Company’s obligations under this Agreement in the event the Client fails to pay any sums due to the Company under this Agreement. 13.7 The Supplier will not suspend Company may at any time increase the supply of Service Fees for the Services unless specified in the Supplier is entitled Schedule, and will notify the Client with at least 30 days notice: 13.7.1 if the cost to terminate this Agreement the Company of suppling the Services increases for any reason; 13.7.2 pursuant to a failure direction from any legal or regulatory body or competent authority with jurisdiction over the Company, by the amount set out or otherwise required by such direction; 13.7.3 annually to pay undisputed sums in accordance with clause 15.2reflect inflation as determined by the Retail Price Index published by the UK Office for National Statistics.

CHARGES AND PAYMENT. 6.1 8.1 The Customer shall pay all the Charges for the Services will be Term to the Provider as set out stipulated in the Purchase Order or Award Letter, and will be the full and exclusive remuneration Summary in advance of the Supplier in respect of the performance provision of the Services. Unless All amounts paid are non- refundable unless otherwise agreed provided for in writing this Agreement. 8.2 The Provider shall issue invoices for the Charges to the Customer for each Billing Period in accordance with the Billing Frequency applicable to the respective Plan selected and/or purchased by the Customer, as specified in the Order Summary. 8.3 If the Customer pays by way of credit card, the Customer authorises the Provider to charge the Customer’s credit card or bank account for all Charges payable for the Services for the Term in accordance with the Billing Frequency. The Customer further authorises the Provider to use a third party to process payments and consent to the disclosure of the Customer’s payment information to such third party. The Customer acknowledges and consents that upon expiry of the Term, the Charges will include every cost and expense for the renewal Term shall be automatically charged to the Customer’s credit card unless the Customer has notified the Provider of the Supplier directly or indirectly incurred intention to terminate in connection accordance with the performance of the ServicesClause 15. 6.2 The Supplier 8.4 If the Customer is paying by bank transfer, the Provider will invoice the Customer before the beginning of the Term, each renewal Term, and each Billing Period (where applicable), as specified well as at other times during the Term when fees are payable in the event any additional Services are purchased by the Customer during the Term. All amounts invoiced are due and payable upon receipt of the invoice. 8.5 If the Customer does not pay any amount properly due to the Provider under this Agreement. Each invoice , the Provider may charge the Customer interest on the overdue amount at the rate of 1.5% per month (which interest will include accrue daily until the date of actual payment and be compounded at the end of each named calendar month). 8.6 The Provider may revise the amounts payable for the Services for any subsequent renewal Term provided always that at least one (1) month’s notice shall be given to the Customer prior to the commencement of any such supporting information required revisions to the Charges for the renewal Term. 8.7 All amounts stated in or in relation to this Agreement, unless the context requires otherwise, exclude any applicable value added taxes, goods and services taxes, withholding taxes and applicable bank charges which will be added to those amounts and payable by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodProvider. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will shall be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will shall include every cost incurred table of limits and expense of the Supplier directly or indirectly incurred fees in connection with the performance of the Services. 6.2 The Supplier will shall invoice the Customer as specified in the AgreementPO. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order purchase order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order PO number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will shall be charged at the prevailing rate. The Customer willshall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedvalue of the Services supplied in accordance with this Agreement. 6.6 6.5 If there is a dispute as to the amount invoiced the Customer will shall pay the undisputed amount. 6.7 6.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will shall pay the Supplier interest at a rate which will shall compensate for such loss as has been directly caused by the late payment. The interest rate will shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000Act 1998. Any disputed amounts will shall be resolved through the dispute resolution procedure detailed in clause 40. 6.8 6.7 Without limiting the generality of any other provision of this Agreement, the Supplier may suspend access to exchanges by the Customer and end users upon 10 business days' prior written notice to the Customer in the event any Supplier invoice that is not then subject to a timely asserted bona fide dispute has not been paid within 45 days after issuance and remains unpaid as of the end of such notice period. In the event that the Customer disputes a charge, an email containing the name of the contracted company, invoice number, the specific charge and amount being disputed and the reason for the dispute must be sent to xxxxxxx@Xxxxxxxxxx.xxx within sixty (60) days of the date of the invoice containing the disputed charge. The Customer must retain the automatic email response from the Supplier as proof that the dispute was timely asserted. The Supplier will act in good faith to resolve all disputes accurately and timely, in its sole discretion. If a disputed charge is found to be valid then payment of such charge(s) is immediately due and payable by the Customer. Notification of a dispute does not suspend relieve the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure Customer from its obligation to pay the undisputed sums in accordance with clause 15.2portion of invoices.

CHARGES AND PAYMENT. 6.1 The Charges for 5.1 In consideration of the provision of the Services by the Supplier, the Customer shall pay the Fees in accordance with the Payment Schedule. 5.2 Any figures shown are exclusive of VAT (unless otherwise provided) and whenever VAT is due on a payment made under this Agreement it will be as set out in added at the Purchase Order or Award Letter, then current rate and will be the full and exclusive remuneration of the Supplier shall provide a valid VAT invoice to the Customer in respect of the performance of the Services. said payment. 5.3 Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense obligations of the Supplier directly or indirectly incurred in connection with under this Agreement are to be performed at the performance of Supplier’s own expense and the ServicesSupplier shall not be entitled to any sums other than the Fees. 6.2 5.4 The Supplier will Customer shall pay each invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer which is properly due and submitted to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services it by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 within thirty (30) days after receipt of receipt, to a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced bank account nominated in writing by the Customer in the event of unsatisfactory performance without prejudice Supplier. 5.5 If a Party fails to make any payment due to the Customer’s other rights and Party under this Agreement by the due date for payment, then, without limiting the other Party's remedies under this Agreement, the defaulting Party shall pay interest on the overdue amount at the rate of 2% per annum above the Bank of Scotland's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting Party shall pay the interest together with the overdue amount. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 5.6 If there is a dispute between the Parties as to the amount invoiced Fees invoiced, the Customer will shall pay any undisputed sums. The Supplier shall not suspend the undisputed amount. 6.7 If supply of Services unless the Supplier is entitled to terminate the Agreement for a payment of failure to pay an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified sum in the Late Payment of Commercial Debts (Interest) Xxx 0000accordance with clause 19. Any disputed amounts will shall be resolved through the dispute resolution procedure detailed in clause 4034. 6.8 5.7 In relation to payments disputed in good faith, interest under clause 5.5 is payable only after the dispute is resolved, on sums found or agreed to be due, from the date the dispute is resolved until payment. 5.8 Invoices covering payment in respect of materials purchased by, or services provided to, the Supplier, or for reimbursement of expenses, shall be payable by the Customer only if agreed in writing in advance by the Customer and accompanied by relevant receipts. 5.9 The Supplier will not suspend the supply shall maintain complete and accurate records of the Services unless time spent and materials used by the Supplier is entitled in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer to terminate inspect such records at all reasonable times on request. 5.10 The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier. Any exercise by the Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement for a failure to pay undisputed sums in accordance with clause 15.2or otherwise.

CHARGES AND PAYMENT. 6.1 5.1 The Charges for the Services will shall be as set out in the Purchase Order or Award LetterCover Sheet. 5.2 Oakland shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Oakland engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and will be for the full cost of services provided by third parties and exclusive remuneration of the Supplier in respect of required by Oakland for the performance of the Services, and for the cost of any materials. 5.3 Oakland reserves the right to increase its standard daily fee rates by no more than the published UK Retail Price Index or 5% whichever is the greater, provided that such charges cannot be increased more than once in any 12 month period. Oakland will give the Customer written notice of any such increase 3 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Oakland in writing within 30 days of the date of Oakland's notice and Oakland shall have the right without limiting its other rights or remedies to terminate the Contract by giving 30 days’ written notice to the Customer. 5.4 Unless otherwise stated in the Cover Sheet, Oakland may invoice the Customer monthly in arrears, on completion of the Services or on completion of an agreed milestone. 5.5 The Customer shall pay each invoice submitted by Oakland: 5.5.1 within 30 days of the date of the invoice; and 5.5.2 in full and in cleared funds to a bank account nominated in writing by Oakland, and time for payment shall be of the essence of the Contract. 5.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Oakland to the Customer, the Charges will include every cost and expense Customer shall, on receipt of a valid VAT invoice from Oakland, pay to Oakland such additional amounts in respect of VAT as are chargeable on the supply of the Supplier directly or indirectly incurred in connection with Services at the performance same time as payment is due for the supply of the Services. 6.2 The Supplier will invoice 5.7 If the Customer as specified in fails to make any payment due to Oakland under the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due datedate for payment , then the Customer will shall pay interest on the overdue amount at the rate of 4% per cent per annum above Clydesdale Bank PLC trading as Yorkshire Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the Supplier interest together with the overdue amount. 5.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Oakland may at a rate which will compensate for such loss as has been directly caused any time, without limiting its other rights or remedies, set off any amount owing to it by the late payment. The interest rate will not be at a rate higher than Customer against any amount payable by Oakland to the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Customer. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 5.1 The Customer shall pay HBT the Charges as specified in this Contract and as subsequently varied pursuant to this Contract. Charges shall be payable by the Customer with effect from the Start Date. 5.2 HBT may vary all or any of the Charges at any time on giving not less than thirty (30) days' notice to the Customer. This notice may be included in an invoice to the Customer. If, during the Initial Contract Period, HBT increases the Charges by more than the Retail Price Index (RPI), the Customer may terminate the Agreement during the Initial Contract Period on written notice to the Company within thirty (30) days of receipt of the notice of increase, without the obligation to pay the Early Termination Fee. 5.3 For the avoidance of doubt, any increase to the Charges that would not have increased the Customer’s immediately previous monthly total bill for that specific Service, (if the increase(s) had applied for the whole of that month) by more than the RPI annual inflation rate at the date HBT notifies the Customer of the applicable increase in the Charges, shall not entitle the Customer to terminate the Agreement.. 5.4 All Charges are stated exclusive of value added tax (VAT) or other applicable taxes. The Customer shall be responsible for paying VAT and other applicable taxes which shall be included in HBT invoices at the applicable rate(s). 5.5 HBT shall issue invoices for the Services will in accordance with the billing dates specified in this Contract. 5.6 The Customer shall pay the Charges within fourteen (14) days of the date of the relevant HBT invoice, unless otherwise agreed by HBT. The Customer shall not be as set out in entitled to set-off, contra or withhold any payment due to HBT against any sums of whatsoever nature that are due to the Purchase Order Customer from HBT or Award Letterthat the Customer claims are due from HBT, and will be the full and exclusive remuneration time of payment of all sums under this Contract is of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Servicesessence. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but 5.7 Where Charges are not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced paid by the Customer in accordance with this clause 5, HBT may require the event of unsatisfactory performance without prejudice Customer to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of pay all sums due by under this Contract on demand, and reserve the Supplier right to the sub-contractor within a specified period not exceeding 30 days charge Interest on all amounts overdue from the receipt Customer on a daily basis (before as well as after any judgement) until the date of a valid invoicepayment, at Natwest base rate plus four percent (4%). 6.5 5.8 All amounts Charges are stated are exclusive of VAT which will be charged at the prevailing rateValue added tax (VAT) or other applicable taxes. The Customer willshall be responsible for paying VAT and other applicable taxes which shall be included in HBT invoices at the applicable rate(s). Payment shall be by Direst Debit and a fee of £20.00 per incident for any cancelled, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 dishonoured or failed Direct Debit or charges may be applied. If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due dateDirect Debit, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not an administrative charge of £5.00 per month shall be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40applied. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 3.1 The Charges Customer shall pay 2Connect for the Services services provided in line with the Service Agreement. Recurring charges will be as set out in billed from the Purchase Order or Award Letter, and Commencement Date. One-off charges will be billed following the full and exclusive remuneration delivery of the Supplier in respect of the performance of the Services. Unless otherwise service and/or goods unless agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Servicesotherwise. 6.2 The Supplier will invoice 3.2 All charges and other payments which may become due under the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated Contract are exclusive of VAT which will (if applicable) shall be charged payable by the party making the payment in question at the prevailing raterate from time to time in force. 3.3 All invoices issued by 2Connect shall be paid by the customer within thirty days of the date of the invoice. 3.4 The Customer must provide any purchase order number or other reference which it wishes to appear on any invoice to be issued by 2Connect at least twenty-eight days prior to the date on which the invoice in question is to be raised. The Customer will, following shall not be entitled to reject any invoice issued by 3.5 2Connect shall be entitled to suspend the receipt provision of any service (or part of a valid VAT invoice, pay service) without liability to the Supplier a sum equal customer (including to pay service credits) during any period during which any overdue sums are due to it from the VAT chargeable on Customer. During any such period of suspension, the services suppliedCustomer shall remain liable to pay the charges for the suspended services. 6.6 If there is 3.6 Interest shall accrue on all overdue amounts due from the Customer to 2Connect from the due date until payment in full of all overdue amounts at a rate of four per cent (4%) per annum above the base lending rate from time to time of Santander Bank plc. 3.7 The Customer shall not be entitled to make any deduction from any amount due from it to 2Connect nor shall the Customer be entitled to exercise any right of set-off. 3.8 Where the Customer has a bona fide dispute as to the amount invoiced of any invoice issued by 2Connect which it has informed 2Connect of in writing within 14 days of the date of the invoice, the Customer will pay shall be entitled to withhold payment of the disputed amount only (provided it pays the undisputed amountamount in accordance with Clause 4.3) pending resolution of that dispute. Following resolution of that dispute, the Customer shall pay to ud within seven days (or before the end of the original period of payment if earlier) any amount which it agrees or is ordered to pay together with interest (if applicable) calculated in accordance with Clause 3.6. 6.7 If 3.9 Should 2Connect fail to issue a payment of an undisputed amount is not made by credit note to the Customer for any Service Credits which have become payable by within the due date, time period for issuing such credit note as specified in the relevant Service Level Agreement then the Customer will pay shall be entitled to deduct the Supplier interest at a rate value of those Service Credits form the next invoice issued by 2Connect for the charges for the Services to which will compensate for such loss as has been directly caused those Service Credits relate. 3.10 A charge of £10.00 shall be added to all invoices which are not paid by the late paymentDirect Debit. The interest rate Customer hereby acknowledges and agrees such charge represents a fair and genuine administration charge taking account of the additional difficulties of invoicing and collection for 2Connect where dealing other than on the basis of Direct Debit. Completing a Direct Debit mandate and paying by Direct Debit will not be at a rate higher than avoid the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40£10 monthly non-direct debit charge. 6.8 The Supplier will not suspend 3.11 It is standard practice for 2Connect to conduct a customer credit check and use that information to issue a customer credit limit. You hereby consent to our use of all relevant Customer information for the supply purposes of such credit checks, and to our sharing such information with the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums relevant third parties involved in accordance with clause 15.2.such credit checking. Following such credit checks

CHARGES AND PAYMENT. 6.1 The In consideration of the provision of the Services, the Customer shall pay the Charges set out in Customer Service Order. 6.2 Non -Recurring Charges are payable 30 days after the receipt of invoice. Invoices for the Services will Non -Recurring Charges shall be issued as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodC ustomer Service Order. 6.3 In consideration of the supply of the Services by the Supplier, event that the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid reasonably considers that any invoice which includes a valid Purchase Order number. Payments may be withheld submitted by Databarracks is defective or reduced by if the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreementhas any queries, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid disputes or complaints regarding any invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay shall, within 30 Workin g Days of the Supplier interest at a rate which will compensate for date of receipt of the relevant invoice, notify Databarracks accordingly, and Customer shall be entitled to withhold payment of such loss as has been directly caused disputed amount without prejudice to any rights and remedies the Customer may have. Both parties agree to wo rk together in good faith to resolve any disputed invoice. 6.4 In the event of late payment by the Customer of any sums properly due and payable under this Agreement (and provided and subject to Clause 6.3, Databarracks reserves the right to charge interest on the amount of the late paymentpayment from the due date to the date of receipt by Databarracks at the annual rate of the lower of 1.5% above t he base rate of Barclays Bank Plc from time to time. Such interest shall accrue on a daily basis both before and after any judgment. The parties agree that the right to claim interest rate will not be at under this Clause 6.4 is a rate higher than the substantial remedy for late payment and is in substitution for any statutory right to claim interest rate specified in under the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts Act 1998. 6.5 Invoices payable in respect of the Recurring Charges will be resolved through generated on a monthly basis. Invoices will be sent to the dispute resolution procedure detailed in clause 40Customer via ema il unless requested otherwise and are payable 30 days from the date of receipt of the relevant invoice by the Customer. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled 6.6 All amounts and Charges stated or referred to terminate in this Agreement for a failure are exclusive of value added tax, which shall be added to pay undisputed sums in accordance with clause 15.2invoice(s) at the appropriate rate.

CHARGES AND PAYMENT. 6.1 The Charges a) All charges for the Services will be as set out the charges quoted by the Company at the time of booking (subject to any adjustment in accordance with these terms and conditions) or where no charge is quoted, the charge listed in the Purchase Order or Award Letter, and will be Company’s published price list at the full and exclusive remuneration date of acceptance of the Supplier Customer’s booking. b) All charges are subject to Value Added Tax at the current rate. c) All payments are required in pounds Sterling. d) The Company requires a non-refundable deposit payable at the time of the Customer's booking, such deposit being equal to 50% of the total estimated cost for the Event (the “Deposit"). The balance of the total estimated cost shall be payable no later than 2 weeks prior to the start of the Hire Period. Notwithstanding any acceptance by the Company of the Customer's booking, it will not be considered confirmed and the Company shall have no liability in respect of such booking unless the performance of designated Deposit has been paid in full and the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited Booking Form has been returned to the relevant Purchase Order number Company with these terms and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made conditions signed by the Customer by the date set out on the Booking Form. Time for payment of the amounts due date, then is of the essence. Notwithstanding the foregoing where the commencement of the Hire Period is less than 30 days from the date of the Customer's booking the full amount of the total estimated cost for the Event shall be payable at the time of booking. e) The Customer will shall pay the Supplier balance of any charges over and above the amounts due pursuant to clause 7(d) above within 30 days of invoice date. The Company reserves the right to charge interest on overdue accounts at a rate which will compensate of 2% above the base rate of Allied Irish Bank Plc for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40time being per calendar month or part thereof. 6.8 The Supplier will not suspend f) All queries relating to amounts invoiced must be notified in writing to the supply Company within 7 days of the date of receipt of the Event invoice failing which the Customer shall be deemed to have accepted that the charges on such invoice are due and owing. g) If the Customer fails to make payment of any charges on the due date then, without prejudice to any other rights or remedy available to the Company, the Company shall without liability to the Customer, be entitled to cancel the Event and the provision of the Services unless and any orders for future Events or Services from the Supplier is entitled to terminate this Agreement Customer and charge the Customer for a failure to pay undisputed sums in accordance with clause 15.2any charges outstanding and the cost of recovery thereof.

CHARGES AND PAYMENT. 6.1 5.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 5.2 The Supplier will invoice the Customer as specified in the AgreementContract. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 5.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this AgreementContract. 6.4 5.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this AgreementContract, it will ensure that a provision is included in such sub-sub- contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 5.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 5.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 5.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement Contract for a failure to pay undisputed sums in accordance with clause 15.2. 5.9 In the event of termination pursuant to Clause 15 the Customer and the Supplier will enter into good faith negotiations to agree a reduced payment for any partially completed Deliverables or Milestones. Any such payment will reflect the proportion of work towards completion that the Supplier is able to demonstrate they have performed and any relevant payments already made by the Customer towards the completed Deliverables or Milestones. The Customer will not be liable to pay any severance payment or compensation to the Supplier for the loss of profits suffered as a result of the termination.

CHARGES AND PAYMENT. 6.1 The Charges for 9.1 In consideration of the Services will be as provision of the Services, the Customer shall pay the charges in accordance with this Clause 9 (the ’Charges’). 9.2 Resolution IT shall invoice the Customer according to the billing period set out in the Purchase Order or Award Letter, and charges will be calculated using the full and exclusive remuneration details recorded by Resolution IT. 9.3 The Customer agrees to pay the whole amount of the Supplier in respect Charges (without any withholding, deduction, set off or counter-claim), within thirty days of the performance date of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the ServicesResolution IT’s invoice. 6.2 The Supplier will invoice 9.4 Resolution IT shall be entitled to offset any monies owed to the Customer as specified in the Agreement. Each invoice will include such supporting information required against any monies owed to Resolution IT. 9.5 Invoices shall be deemed accepted by the Customer to verify unless a written objection, which clearly identifies the accuracy reason for the dispute is received by Resolution IT within ten Working Days of the invoice including but not limited to the relevant Purchase Order number and a breakdown date of the Services supplied in invoice. If the invoice period. 6.3 Customer disputes the invoice, the parties shall make all reasonable endeavours to resolve the dispute promptly. In consideration the event that the dispute has not been resolved within fifteen Working Days of the supply receipt by Resolution IT of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under letter, the dispute shall be escalated in accordance with the provisions of Clause 18 of this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 9.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a fails to make any payment in respect of an undisputed amount is not made by the Customer Goods or Services by the due date, then Resolution IT shall be entitled to take one or more actions: 9.6.1 Suspend the provision of Services to the Customer will pay until such time as the Supplier outstanding invoice(s) is/are paid; 9.6.2 Charge the Customer interest at the rate of 2.5% per calendar month, on any amount outstanding from the due date to the date of actual payment and such interest shall accrue on a daily basis; 9.6.3 Terminate this Agreement; 9.6.4 Recover from the Customer damages for any costs or losses suffered by Resolution IT as a result of the Customer’s failure to make payment. 9.7 If during the execution of this Agreement Resolution IT incurs reasonable expenses, Resolution IT shall be entitled to charge the Customer at cost for such expenses. 9.8 If Resolution IT is requested to provide Goods or Services in addition to those set out in the Order, Resolution IT shall charge the Customer for the provision of such Goods or Services at its prevailing rates. 9.9 All prices or Charges stated or referred to in this Agreement are exclusive of packing, packaging, shipping, carriage and insurance charge, if applicable. 9.10 All prices or Charges stated or referred to in this Agreement are exclusive of Value Added Tax which if applicable shall be charged in addition at the rate ruling at the tax point. 9.11 All elements of the Charges for Services shall be reviewed by Resolution IT to be effective at the end of the Minimum Term and each subsequent anniversary thereof; and: 9.11.1 Provided that no material changes occur in suppliers’ charges to Resolution IT, the maximum annual increase in the annual charge will not exceed the greater of 7.5% and the prevailing annual retail price index published by the States of Guernsey; 9.11.2 Any proposed changes in charges will be notified to the Customer in writing not less than ninety days prior to any anniversary. 9.12 Notwithstanding the provisions of clause 9.11, Resolution IT shall be entitled to change its charges for any part of the Services: 9.12.1 If its suppliers change their charges at any time, by providing the Customer not less than twenty-eight days' notice; 9.12.2 Forthwith if the Customer changes the number of End Users of any service that is priced on a per-user basis; 9.12.3 Forthwith if the Customer requests and Resolution IT agrees to deliver additional Services; 9.12.4 Any other factor that is beyond the reasonable control of Resolution IT, by providing the Customer not less than twenty-eight days' notice. 9.13 Resolution shall charge the Customer for all work that is requested by the Customer which is not covered by or is otherwise excluded from this Agreement as follows: 9.13.1 Work carried out at the Customer’s premises shall be charged at Resolution IT’s prevailing hourly rate subject to a minimum charge for each site-visit of thirty minutes and thereafter for each fifteen minute block or part thereof; 9.13.2 Work carried out remotely shall be charged at Resolution IT’s prevailing hourly rate subject to a minimum charge of fifteen minutes and thereafter for each fifteen minute block or part thereof; 9.13.3 If the Customer requests that work is carried out between the hours of 5.30pm and midnight Monday to Friday or 8am to midnight on Saturday, Resolution shall uplift the Charge set out in sub-clauses 9.13.1 and 9.13.2 by a factor of 1.5; 9.13.4 If the Customer requests that work is carried out between the hours of midnight and 8am Monday to Saturday or at any time on a Sunday or public holiday, Resolution shall uplift the Charge set out in sub-clauses 9.13.1 and 9.13.2 by a factor of 2; 9.13.5 Emergency call outs that require a visit to the Customer’s premises shall be charged at Resolution IT’s prevailing hourly rate subject to a minimum charge for each site-visit which shall be charged at Resolution IT’s prevailing rate for emergency on-site assistance and thereafter for each fifteen minute block or part thereof, which will compensate be subject to uplift as set out in sub-clauses 9.13.3 and 9.13.4. 9.13.6 Emergency call outs that require work to be carried out remotely shall be charged at Resolution IT’s prevailing hourly rate subject to a minimum charge for such loss as has been directly caused by the late payment. The interest each site-visit which shall be charged at Resolution IT’s prevailing rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts for emergency remote assistance and thereafter for each fifteen minute block or part thereof, which will be resolved through the dispute resolution procedure detailed subject to uplift as set out in clause 40sub-clauses 9.13.3 and 9.13.4. 6.8 9.14 Resolution IT shall be entitled to conduct credit checks in respect of the Customer from time to time. 9.15 Resolution IT shall be entitled to require that the Customer pays a deposit before the commencement of Services or during the term of this Agreement if Resolution IT becomes aware of an adverse change to the Customer’s financial standing: 9.15.1 Resolution IT shall be entitled to apply all or any of the deposit against any unpaid charges at its sole discretion; 9.15.2 Deposits shall not attract interest. 9.16 The Supplier will not suspend Company shall be entitled to: 9.16.1 Correct a previously raised invoice for a period of twelve months following the date of the invoice; and 9.16.2 Raise an invoice for supply of the Services unless for a period of twelve months following the Supplier is Client's incurring the Charges; and 9.16.3 The provisions of this sub-clause 9.16 shall continue in force for a period of twelve months following termination of this Agreement, howsoever occasioned. 9.17 If the Customer modifies the Order after the Order has been accepted by Resolution IT, Resolution IT shall be entitled to terminate charge the Customer for all expenses incurred up to the date of the modification. 9.18 Time is of the essence with regard to payments due under the terms of this Agreement for a failure Agreement. 9.19 The Customer hereby consents to pay undisputed sums in accordance with clause 15.2and procures that its directors, owners and officers consent to Resolution IT carrying out such credit reference checks as are deemed reasonable by Resolution IT. The Customer also agrees to provide all information requested by Resolution IT that is necessary to carry out such credit reference checks.

CHARGES AND PAYMENT. 6.1 9.1 The Charges price for the Services will Goods: (a) shall be as the price set out in the Purchase Order Order, or Award Letterif no price is quoted, the price set out in the Supplier’s published price list in force at the Commencement Date; and (b) shall be inclusive of all costs, including but not limited to the cost of packaging, labelling, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer. 9.2 The charges for the Services shall be set out in the Order, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The 9.3 In respect of the Goods, the Supplier will shall invoice the Customer as specified in on or at any time after completion of delivery. In respect of Services, the AgreementSupplier shall invoice the Customer on completion of the Services. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice invoice, including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodpurchase order number. 6.3 9.4 In consideration of the supply of the Goods and/or Services by the Supplier, and unless otherwise agreed between the parties, the Customer will shall pay the Supplier the invoiced amounts on or before the Due Date to a bank account specified in writing by the Supplier. The Customer shall have no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced liability if the bank account details supplied by the Supplier are incorrect. 9.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due Contract by the Supplier to the sub-contractor within a specified period not exceeding 30 days from Customer, the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willshall, following the on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Goods and/or Services unless at the same time as payment is due for the supply of the Goods and/or Services. 9.6 If the Customer fails to make a payment due to the Supplier under the Contract by the Due Date then the Customer shall pay interest on the overdue sum from the Due Date until payment of the overdue sum, whether before or after judgement. Interest under this Clause 9.6 will accrue each day at two per cent (2%) a year above the Bank of England’s base rate from time to time, but at two per cent (2%) a year for any period when that base rate is entitled below zero per cent (0%). 9.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Customer to terminate inspect such written records at all reasonable times on reasonable request. 9.8 In so far as charges for the Services are based on a daily rate it is agreed that one working day comprises no less than eight (8) hours and, in the event that the Supplier spends fewer than eight (8) hours in any day providing the Services the charges for such Services shall be reduced on a pro-rata basis. 9.9 The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at the exchange rate set out in the Financial Times publication in the preceding day for the purpose of any set-off. Any exercise by the Customer of its rights under this Agreement for Clause 9 shall not limit or affect any other rights or remedies available to it under the Contract or otherwise. 9.10 To the extent that any Services provided by the Supplier require the Supplier to appoint a failure third party to pay undisputed sums provide services (Third Party Services) and the costs of such Third Party Services are to be met by the Customer the Supplier shall ensure that the Third Party Services are procured in such a manner that they are as cost effective as possible and the Supplier shall not apply any surcharge, handling fee or other mark- up to the costs of such Third Party Services which shall be passed on to the Customer on an “open book” basis. 9.11 The Supplier shall ensure that any third party which supplies any Third Party Services in order to meet the Suppliers obligations under the Contract, shall receive a copy of these Conditions and act in accordance with clause 15.2them.

CHARGES AND PAYMENT. 6.1 5.1 The Charges for the Services will shall be as set out in the Purchase Order or Award Letteror, if no price is quoted, the price set out on the Website at the time the Order is placed. If there are any discrepancies between prices published on our Website and prices appearing in an Order, the prices in the Order shall prevail. 5.2 The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and will be for the full cost of services provided by third parties and exclusive remuneration of required by the Supplier in respect of for the performance of the Services, and for the cost of any materials. 5.3 The Charges shall be payable in full in cleared funds upon placement of an Order. Payment shall be made via our ewallet managed by Mangopay. Time of payment is of the essence. 5.4 Unless otherwise agreed in writing by the Customerstated, the Charges will include every cost and expense price of the Services will be inclusive of amounts in respect of value added tax (“VAT”). Where exclusive of VAT, the Customer shall pay to the Supplier directly or indirectly incurred such additional amounts in connection with respect of VAT as are chargeable on the performance supply of the Services. 6.2 5.5 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Supplier reserves the right to suspend the Services and terminate the Contract and the Customer shall pay interest on the overdue amount at the rate of 4% (four per cent) per annum above Barclays Bank's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. 5.6 The Supplier reserves the right to amend the Charges at any time and to add, alter, or remove special offers from time to time. Changes in price will invoice not affect any Order that a Customer has already purchased but will apply to any future Orders. 5.7 The Customer shall pay all amounts due under the Customer as specified Contract in the Agreementfull without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Each invoice will include such supporting information required The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due against any amount payable by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoiceCustomer. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for 11.1. Fixed-fee Commissions shall have a defined set of deliverables at the Services will be outset, with a clear start and finish date, and a set overall Fee, as set out in the Purchase Order Quotation. Where Commissions are on a fixed-fee basis, an invoicing schedule shall be agreed with the Client at the outset of the Commission. Payment(s) shall be made by the Client in line with the agreed schedule, regardless of time incurred during that period, notwithstanding non-delivery/non-completion of other instalments or Award Letterother default by the Company. If the Client wishes to re-profile the invoicing schedule to reflect changing requirements then The Company shall accommodate this to meet the Client’s reasonable demands, but this must be agreed in advance prior to the Company issuing an invoice. 11.2. Where Commissions carry a fixed-fee, then the full Fee is payable for completion of the agreed deliverables, regardless of the time expended by the Company. If the Company has underestimated or overestimated the time it shall take to complete the Commission as advertised, it shall have no impact on the Fee. If the Client wishes to amend the Commission and/or faces unexpected difficulties, which result in the workload of the Commission significantly increasing due to factors beyond the control of the Company, the Company shall discuss with the Client whether to reduce other parts of the Commission to compensate for this, or to increase the Fees. When issuing Quotations, the Company allows for a modest amount of general project management time, which includes general correspondence with the Client. This provision is made on a ‘fair use’ basis. If the time dealing with queries becomes excessive, the Company shall let the Client know and agree with the Client whether to reduce other areas of the work accordingly, or to increase the Fees. The Client confirms that any delays or inability to deliver the full Commission within a fixed-fee as a result of excessive time taken dealing with administrative requests from the Client (including FOI requests) shall not constitute a breach of the Agreement. 11.3. Where Commissions are not on a time-limited, fixed-fee basis, the Company shall specify in advance whether Fees are charged under a ‘retainer’ style Agreement, or on a ‘pay as you go’ basis, as described in clauses 11.4 and 11.5. 11.4. For ‘pay as you go’ arrangements the Company shall charge for the Company’s time on a per hour basis for all time incurred working for the Client. The Company shall invoice for the Company’s time monthly in arrears unless the Company has agreed otherwise with the Client in writing prior to commencing the Commission. For ‘pay as you go’ Agreements, the Company shall invoice for the time in whole hours with a minimum charge of 1 hour. For all ‘pay as you go’ arrangements, expenses are charged monthly in arrears in addition to Fees for the Company’s time. 11.5. For ‘retainer’ arrangement the Company shall agree in advance a set allowance of hours or days for a set period, but with potential to continue extending this. Under a retainer Agreement the Client can call on the Company during Normal Working Hours, as and when required within the agreed retainer period, and will the Company shall make itself available to deliver tasks for the Client within a reasonable period of receiving notification from the Client. Whilst there may be defined deliverables at the outset of retainer Agreements, under a retainer arrangement the Company agrees that these may be amended/varied as the work progresses to suit the Client’s needs. Unless the Company has agreed otherwise in advance with the Client, retainers are set in quarterly increments with a minimum initial period of two consecutive quarters. For retainer Agreements, the Company shall invoice for the agreed time for the period in full in advance. Fees for retainers are payable within the Company’s invoice payment terms. For all retainer Agreements expenses are charged monthly in arrears in addition to Fees for the Company’s time. 11.6. If the Client is going to exceed the allocated time for a ‘retainer’ Agreement the Company shall let the Client know prior to doing so. Any additional time used shall be chargeable at the Company’s standard hourly rates on the ‘pay as you go’ basis unless the Client commits to a renewal of the retainer. The Company shall only allow time to be carried forward to the next retainer period if: the Client is up to date in any payments due to the Company; the Client commits to the renewal of the retainer prior to exceeding the time allowance for the period; the renewal commences immediately following the completion of the period; and the additional hours or days that the Client is going to go over by, do not exceed the full and exclusive remuneration allowance of time for the next period. If the Company agrees to rolling forward of surplus time then the Company shall deduct the overspend of time from the next retainer period. If the Client opts not to renew, or prefers not to carry overspend forward into future retainer periods, the Client agrees that any additional hours shall be treated on the ‘pay as you go’ basis described in clause 11.4. 11.7. Where Commissions are on a ‘retainer’ basis, if the Client fails to use all of the Supplier time allocated within a set invoicing period, the Fee for that period shall still apply and the Company shall not refund the balance. Subject to all sums owing to the Client being paid in respect full and within the Company’s invoicing terms, the Company shall carry forward any unused time under this type of the performance of the Services. Unless otherwise agreed in writing Agreement to be utilised by the CustomerClient, provided that the Charges will include every cost and expense of required tasks are broadly comparable to the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as Services specified in the original Quotation, and provided that any unused time is used within 6-months of the original Commission end date. It is the Client’s responsibility to utilize this time and if it is not utilized within 6-months, then the time shall be lost and the Company shall not refund any remaining balance. 11.8. For the avoidance of doubt, only unused time may be carried forward. Disbursements and/or expenses costs shall not be offset against future retainer Agreements under any circumstances. 11.9. Unless itemised/specified as included in the Quotation, the Company’s service Fees shall be exclusive of expenses. Expenses incurred in order to complete the Commission are passed on to Client. The Company shall charge expenses for the items and at the rates outlined in the Company’s expenses policy, which the Company is happy to provide to the Client if required. If the Client requires the Company to align with its expenses policy then the Client must agree this with the Company in advance of the Company commencing any work for the Client. If the Client does not do this, the Company’s expenses policy shall apply. For the avoidance of doubt, expenses exclude materials and services purchased on behalf of the Client. 11.10. Where the Company is required to provide a Quotation for a fixed expenses Fee, the Company shall charge in full for the expenses allowance. Without prejudice to clauses 11.3 to 11.9 above; if the Company exceeds the estimated expenses costs for a fixed expenses Commission then the Company shall absorb any additional expenditure. For the avoidance of doubt, unless the Company specifies explicitly in the Quotation that expenses shall be charged on a fixed basis, all expenses shall be charged in addition to the Fees set out in the Quotation. 11.11. When charging a fixed sum to reflect the Company’s expenses, the Company shall not supply individual receipts for expenses, and the charge shall be a fixed sum based on a pre-estimate of likely costs incurred. The sum is payable in full regardless of the actual expenses ultimately incurred. If the Company has incorrectly estimated the fixed expense, and the Company exceeds that estimate, provided that the Brief has not changed, the Company shall absorb any overspend. If the Brief is amended, and/or the Commission changes significantly from the description set out in the Quotation, and the Company anticipates that this will likely increase its expenses costs, the Company shall provide the Client with an amended Quotation to include an additional fixed expenses allowance for the Commission. In the event that the Brief is amended beyond the scope of the original Quotation, and the Client does not agree to an additional expenses allowance, the Company may remove the equivalent value of additional expenses incurred, from the time element of the Commission’s budget, and in so doing, the Client agrees that this shall not constitute a breach of the Agreement. 11.12. Each invoice will include Should the Company be required to purchase materials and/or services from third party suppliers on behalf of the Client, this shall be subject to an additional non- refundable 15% handling charge, and shall be charged as soon as the Company incurs the costs. For larger sums, the Company may require the Client to pay the Company for the net cost of the materials in advance before making the purchase. In such supporting information required circumstances the Company shall agree that with the Client prior to incurring costs. All deliverables produced pursuant to the Commission remain the property of the Company, until paid for in full by the Customer Client. 11.13. Where the Company is providing a Quotation on a fixed-fee basis inclusive of all costs, the Company shall absorb any overspend as a result of price increases on materials that may occur in the meantime, provided that: the specification and quantities for the materials/services the Company procures on the Client’s behalf match those used to verify prepare the accuracy original Quotation; any industry-wide increase in the net cost of the invoice including but materials is not limited excessive; and excluding any incidences where costs have increased due to changes in import or other tariffs and/or exchange rate fluctuations. Any price increase as a result of a change to specification and/or an increase in quantities of materials/services after the relevant Purchase Order number and a breakdown of the Services supplied Company’s Quotation has been accepted shall be met in the invoice period. 6.3 In consideration of the supply of the Services full by the SupplierClient. A change in specification includes the Client specifying after the Company’s Quotation has been accepted that the Company must use a particular supplier that is more expensive than others that are available, and also includes any surcharges that are levied by suppliers as a result of changes being made after the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order numberQuotations have been accepted, and they have been Commissioned. Payments may be withheld or reduced by the Customer in In the event of unsatisfactory performance without prejudice a significant market-wide price increase the Company shall agree with the Client whether to proceed, and the additional cost of the Company doing so, or the Company shall remove this element from the price schedules and refund the Client/reduce the Fees accordingly or agree an alternative use of any budget released as a result. 11.14. The Company agrees to exercise reasonable care and attention to quality, and to use reputable suppliers with industry accreditation where relevant, whenever purchasing materials on behalf of the Client, but the Client agrees not to hold the Company liable for any failure or defect in materials purchased on the Client’s behalf, after the items have been accepted by the Client. The Company shall pay for deliverables once the Client has accepted them wherever possible, but where the payment terms of suppliers require the Company to pay for them at point of sale/in advance, or where the payment terms of the supplier require the Company to pay them before the Client can accept the deliverables, the Client agrees to pay the Company in full for them regardless of any defects/failures that are discovered. The Company shall pass on any refund it receives for any defects/failures to the CustomerClient, without deduction, once any issues are resolved with the supplier. The Client agrees that it shall meet any additional costs that may arise because of failure or defects found at a later date. 11.15. When making purchases on behalf of a Client, the Company takes into account quality as well as price when determining value for money, and the Company does not commit to using the lowest cost suppliers. The Company shall consider requests/recommendations by the Client for certain suppliers but the Company reserves the right to refuse to use certain suppliers if the Company determines their quality of product/service does not meet the Company’s other rights standards. For the avoidance of doubt, the Company considers a supplier’s ethics when determining its quality, which shall include such considerations as whether it sources materials ethically, whether it maintains equal opportunities, and remedies under whether it is a responsible employer (this list is not exhaustive). The Company shall be reasonable in such determinations and the Company is happy to discuss this with the Client. In the event that the Company refuses to use a certain supplier and cannot agree on a suitable replacement, the Company shall agree with the Client whether to remove this element from the Commission, so that the Client can procure such services directly, or whether the Company shall allocate the value of the Commission so released for another purpose. In such instances, the Client agrees that this shall not constitute a breach of the Agreement. 6.4 Where 11.16. Should the Supplier enters into a sub-contract Company be required to purchase goods from abroad, if the exchange rate fluctuates between placing an order, and the Company paying for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due dategoods, then the Customer will pay exchange rate in force when payment was made shall be used when charging the Supplier interest at Client. 11.17. Where the Company has applied a rate which will compensate for such loss discount to the Fees, whether on a fixed-fee or payment as has been directly caused by incurred basis, the late payment. The interest rate will not be at a rate higher than discount shall apply only to the interest rate specified Fees set out in the Late Payment of Commercial Debts (Interest) Xxx 0000Quotation and/or for the time period specified. Any disputed amounts will be resolved through Additional work which is beyond the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply scope of the Services original Quotation shall be chargeable at the Company’s standard rates unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums Company and Client agree otherwise in accordance with clause 15.2writing in advance.

CHARGES AND PAYMENT. 6.1 9.1 The Charges price for Goods and Services shall be: 9.1.1 the Services will be as price set out in the Purchase Order or Award Letteror, and if no price is quoted, the price for Goods will be set out in XXXXX' published price list as at the full date of delivery and the price for Services will be such reasonable price for the work undertaken; 9.1.2 inclusive of all costs of delivery where the Customer collects the Goods or any goods which Services have been performed to from XXXXX’ premises; 9.1.3 exclusive remuneration of all costs of delivery where delivery is not at XXXXX’ premises, which shall be at the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every sole cost and expense of the Supplier directly Customer. 9.2 lf after the date a Contract is entered into but before delivery to the Customer there shall be an increase in the price (exclusive of any appropriate taxes) at which the Company can obtain the Goods, parts, materials or indirectly incurred labour which it considers necessary or desirable in connection its supply of Goods or Services, XXXXX shall be entitled to give notice of the amount of such increase to the Customer who in such event may cancel its Contract by counter-notice in writing within 7 days of receipt of XXXXX' notice. If the Customer shall not give such counter notice the price in the Contract shall be deemed to be increased by the amount of such increase and the Contract shall remain in full force and effect. 9.3 ln the case of a Contract which has been partly executed by the Company before giving such a notice in accordance with clause 9.2 above, if the Customer elects to cancel the Contract it shall pay such reasonable price as the Company shall determine for the work already undertaken in its supply of Goods or Services to the date of cancellation and there shall be deemed to be a Contract between XXXXX and the Customer for XXXXX’ performance of the Contract to the date of cancellation. 9.4 ln the event of any work being suspended by the Customer's instructions or owing to lack of instructions or in the event of any variation of the Order made at the Customer's request or pursuant to clause 9.5 then if no new price is agreed XXXXX shall be entitled to increase the price by such amount as it considers reasonable. 9.5 lf at any time in carrying out any work it shall appear to XXXXX that further or different work is required then XXXXX shall so inform the Customer and the Customer shall forthwith either give a written order for such further or different work or shall pay such reasonable price as the Company may determine for the work already undertaken and shall collect the Goods or any goods to which Services have been performed. 9.6 XXXXX shall invoice the Customer or his nominated Finance Company on or at any time after the date the Contract is entered into for its supply of Goods and/or Services. 6.2 The Supplier 9.7 Subject to clause 9.8, and unless otherwise agreed in writing, the price and all other charges are payable in full within one Business Day of the date of XXXXX’ invoice to the Customer. Payment must be received before any Goods will invoice be supplied to the Customer as specified in or goods upon which Services have been supplied are returned to the Agreement. Each invoice will include such supporting information required Customer. 9.8 Where credit terms are agreed by XXXXX with the Customer, the price and all other charges are payable by the Customer to verify on or before the accuracy 25th day of the month following the month in which the invoice including but not limited is dated. 9.9 Time of payment of any invoice submitted by XXXXX shall be of the essence of the Contract. 9.10 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made under the Contract by XXXXX to the relevant Purchase Order number and Customer, the Customer shall, on receipt of a breakdown valid VAT invoice from XXXXX, pay to XXXXX such additional amounts in respect of the Services supplied in the invoice period. 6.3 In consideration of VAT as are chargeable on the supply of the Services by or Goods at the Supplier, same time as payment is due for the supply of the Services or Goods. 9.11 If the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice fails to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If make a payment of an undisputed amount is not made by due to XXXXX under the Customer Contract by the due date, then then, without limiting XXXXX' remedies under clause 14 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.11 will pay accrue each day at 6% a year above the Supplier interest Bank of England's base rate from time to time, but at 6% a year for any period when that base rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40is below 0%. 6.8 The Supplier will not suspend 9.12 All amounts due under the supply Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2tax as required by law).

CHARGES AND PAYMENT. 6.1 12.1 The Charges for the Goods and/or Services will be as are set out in Schedule 3 (or, as applicable, in the Purchase Order or Award LetterContract), and will shall be the full and exclusive remuneration of the Supplier in respect of the performance supply of the Goods and/or Services. Unless otherwise agreed in writing by the CustomerUKRI, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the provision of the Goods and/or performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 12.2 All amounts stated are exclusive of VAT which will shall be charged at the prevailing raterate where applicable. The Customer willUKRI shall, where applicable and following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on in respect of the services suppliedGoods and/or Services. 6.6 12.3 The Supplier shall invoice UKRI at the times specified in Schedule 3 (or in the applicable Contract) and in accordance with this clause 12. If an invoicing schedule is not specified in Schedule 3 (or the applicable Contract), the Supplier shall invoice UKRI on or after the Delivery of the Goods or completion of the Services. 12.4 Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant PO Number and a breakdown of the Goods and/or Services supplied in the invoice period as well as appropriate details in order to allow for payment via BACS transfer (sort code and bank account details). 12.5 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice after verifying that the invoice is valid and undisputed. Payment shall be made to the bank account nominated in writing by the Supplier unless XXXX agrees in writing to another payment method. 12.6 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 12.5 after a reasonable time has passed (which shall be no less than 14 calendar days). 12.7 If there is a dispute between the Parties as to the amount invoiced invoiced, UKRI may reject the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late paymentinvoice in its entirety. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums invoice in accordance with clause 15.223.5. Any disputed invoices shall be resolved through the dispute resolution procedure detailed in Clause 34. 12.8 If a payment of an undisputed invoice is not made by UKRI by the due date, then UKRI shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. 12.9 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub-contract: (a) provisions having the same effects as clauses 12.3 to 12.8 of this Agreement; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effect as 12.3 to 12.9 of this Agreement. (c) In this clause 12.9, “sub-contract” means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement or any Contract.

CHARGES AND PAYMENT. 6.1 3.1 The Charges price for the Services will Customer Services: 3.1.1 shall be as the price set out in the Purchase Order or Award Letterif such price is incorrect (and advised to IESA in accordance with clause 2.2) then the price in accordance with applicable price list including any discounts; and 3.1.2 no extra charges shall be effective unless agreed in writing and signed by XXXX. 3.2 The Supplier shall ensure that at all time the prices offered to the Customer ("Customer Price") are more favourable than or at least as favourable as prices for similar services offered by the Supplier to any comparable customer ("Comparable Customer Price"). In the event that the Supplier has not complied with this clause 3.2, and will be the full and exclusive remuneration Supplier shall issue a credit note within thirty (30) days of the Supplier becoming aware of its breach of this clause 3.2. Such credit note shall be for the difference in respect the Customer Price paid by IESA on behalf of the performance Customer and the Comparable Customer Price on all relevant Customer Services ordered and invoiced by IESA. 3.3 The Supplier shall invoice IESA on the next Business Day following completion of the Customer Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will shall include such supporting information required by the Customer IESA to verify the accuracy of the invoice invoice, including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodpurchase order number. The Supplier shall use reasonable endeavours to electronically send invoices to IESA. 6.3 3.4 In consideration of the supply of the Customer Services by the Supplier, the Customer will IESA shall pay the Supplier the invoiced amounts no later than 30 within sixty three (63) days after receipt from the end of the month in which the invoice is received to a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced bank account nominated in writing by the Supplier but subject always to IESA receiving written confirmation from the Customer that the Customer Services have been performed in accordance with the event Documentation. 3.5 All amounts payable by IESA for the provision of unsatisfactory performance without prejudice the Customer Services are exclusive of amounts in respect of valued added tax chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made in relation to the Customer’s other rights and remedies under this Agreement. 6.4 Where provision of the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due Customer Services by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willCustomer, following the IESA shall, on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Customer Services unless at the Supplier same time as payment is due for the supply of the Customer Services. 3.6 Either party shall be entitled to terminate this Agreement for a failure assert any credit, set-off or counterclaim against the other in order to pay undisputed sums justify withholding payment of any such amount in accordance with clause 15.2whole or in part.

CHARGES AND PAYMENT. 6.1 10.1 The Charges for Customer shall pay the Services will be price of the Goods (less any discount or credit allowed by the Supplier, but without any other deduction, credit or set off) within 20 Business Days of the date of the Supplier’s invoice or otherwise in accordance with such credit terms as set out may have been agreed in writing between the Purchase Order or Award Letter, Customer and will be the full and exclusive remuneration of the Supplier in respect of the performance Contract. Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer. 10.2 In order for the Goods to be delivered to such location as given by the Customer to the Supplier, the Supplier reserves the right to charge the Customer by way of service fee an additional £20.00 plus VAT. 10.3 The Subscription Fees shall be as listed in the Order or by such other method as the Supplier and Customer agree upon in writing. 10.4 The Supplier reserves the right to increase the Subscription Fees from time to time with effect from the due date for payment closest to three months after the date on which the Supplier has provided the Customer with notification of the Servicessum of the increase in Subscription Fees and an explanation of the valid reasons for the increase in Subscription Fees. 10.5 The Customer hereby authorises the Supplier, and the Supplier’s payment processor, to charge the applicable recurring Subscription Fees to the Customer’s designated billing payment method. 10.6 On the Commencement Date, the Customer will be charged immediately for the initial period of the subscription at the then-current fee set out in the Order, followed by recurring periodic charges as specified in the Order. 10.7 By choosing a recurring payment plan, the Customer acknowledges that such Services have a recurring payment feature and the Customer accepts responsibility for all recurring charges prior to cancellation. 10.8 For the avoidance of doubt, time for payment shall be of the essence of the Contract. 10.9 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Unless otherwise agreed in writing Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Charges will include every cost and expense Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Supplier directly or indirectly incurred in connection with Services at the performance same time as payment is due for the supply of the Services. 6.2 The Supplier will invoice 10.10 If the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer fails to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and make a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to under the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due date, then then, without limiting the Supplier's remedies under clause 14 (Termination), the Supplier shall suspend the Services to the Customer and the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will pay accrue each day at 5% a year above the Bank of England's base rate from time to time, but at 5% a year for any period when that base rate is below 0%. In the event that the Supplier interest at a rate which will compensate for such loss as has been directly caused by lifts the late payment. The interest rate will not suspension of the Services, an administration fee of £25.00 plus VAT shall be at a rate higher than payable to the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Supplier. 6.8 The Supplier will not suspend 10.11 All amounts due under the supply Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2tax as required by law).

CHARGES AND PAYMENT. 6.1 The applicable Charges for the Services will shall be as set out in the Purchase Order Schedule. 6.2 As set out in the Schedule, LMGL shall not be entitled to charge the customer any expenses incurred by LMGL or Award Letterthe Individual unless listed in the schedule or with the prior written approval of the Customer. 6.3 Unless otherwise specified in the Schedule, LMGL shall invoice the Customer at the end of each month in relation to the Services performed that month. 6.4 The Customer shall pay each invoice submitted by LMGL: (a) within the date stated upon the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by LMGL, and will time for payment shall be the full and exclusive remuneration of the Supplier essence of the Contract. 6.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the performance of time being (VAT). Where any taxable supply for VAT purposes is made under the Services. Unless otherwise agreed in writing Contract by LMGL to the Customer, the Charges will include every cost and expense Customer shall, on receipt of a valid VAT invoice from LMGL, pay to LMGL such additional amounts in respect of VAT as are chargeable on the supply of the Supplier directly or indirectly incurred in connection with Services at the performance same time as payment is due for the supply of the Services. 6.2 The Supplier will invoice 6.6 Without limiting any other right or remedy of LMGL, if the Customer fails to make any payment due to LMGL under the Contract by the due date for payment (“Due Date”), LMGL shall have the right to (i) not release any Deliverables, and/or (ii) charge interest on the overdue amount at the rate of 5 per cent per annum above the then current HSBC Bank plc's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding monthly. 6.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as specified required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against LMGL in the Agreementorder to justify withholding payment of any such amount in whole or in part. Each invoice will include such supporting information required LMGL may, without limiting its other rights or remedies, set off any amount owing to it by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services against any amount payable by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice LMGL to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges 9.1 Odyssey Systems will charge the Customer for the Services will be as set out and the Equipment, the fixed prices specified in the relevant Sales Agreement, Network Services Agreement or other relevant Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the ServicesOrder. 6.2 The Supplier 9.2 Odyssey Systems will invoice the Customer as specified monthly in respect of Calls Charges properly delivered in the Agreement. Each invoice will include such supporting information required by the Customer previous month and Services scheduled to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied be delivered in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, forthcoming month and the Customer will pay all undisputed invoices by Direct Debit by the Supplier twenty first after the invoiced amounts no later than 30 date of invoice. If the Customer is unable to pay by Direct Debit the Customer must pay the charges by the fourteenth day after the date of invoice. Odyssey Systems may require the Customer to pay all sums due under this Agreement on demand. 9.3 Odyssey Systems will invoice the Customer within 14 days after delivery of Equipment and the Customer will pay all undisputed invoices within 14 days of receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld the relevant invoice. 9.4 Odyssey Systems reserves the right to charge daily interest on all amounts not paid in accordance with this Clause 9 until payment is received in full at the rate equal to one percent above HSBC Bank plc Base Lending Rate as current from time to time whether before or reduced after judgment and this right to charge interest is without prejudice to Odyssey Systems’ right to treat non-payment of sums due by the Customer in the event as a repudiatory breach of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations 9.5 All sums due to Odyssey Systems under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated Agreement are exclusive of VAT Value Added Tax and any other applicable taxes which will may from time to time be introduced, which shall be charged in accordance with the relevant regulations in force at the prevailing ratetime of making the taxable supply and must be paid by the Customer. 9.6 Odyssey Systems may at any time change the charges specified in the ‘Sales Agreement’ or ‘Network Services Agreement’ or other relevant Purchase Order by (a) decreasing the charges without notice; or (b) increasing the charges by giving the Customer (where practicable) 30 days written notice. 9.7 Where an Agreement expires or is properly terminated by either party the Customer shall pay any charges properly accrued due under the Agreement unless agreed otherwise by the parties. The Customer will, following shall be entitled to a pro-rata refund of any pre-paid charges or any other fees or sums paid in respect of any terminated Services that relate to any period after the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedrelevant termination date. 6.6 If there is a dispute as to the amount invoiced the 9.8 The Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply notify Odyssey Systems of the Services unless the Supplier is entitled to terminate this Agreement reasons for a failure to pay undisputed sums in accordance with clause 15.2any disputed invoices within 14 days of receipt.

CHARGES AND PAYMENT. 6.1 The 5.1 Unity Communications Ltd states all Charges for the Services will exclusive of VAT, unless specified otherwise. All Charges not specified in an Order Form shall be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Servicesat Standard List Price. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days 5.2 Interest on overdue invoices shall accrue from the receipt date when payment becomes due daily until the date of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for of 2.5% per calendar month and such loss as has been directly caused by the late payment. The interest rate will not be shall compound monthly at such a rate higher than the after as well as before any judgment. 5.3 The Seller may charge interest rate specified on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not 5.4 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in pursuing the debt including legal costs on a solicitor and own client basis and the Seller’s collection agency costs. 5.5 Without prejudice to any other remedies the Seller may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the Seller may suspend or terminate the supply of Services to the Services unless Customer and any of its other obligations under the Supplier is terms and conditions. The Seller will not be liable to the Customer for any loss or damage the Customer suffers because the Seller exercised its rights under this clause. 5.6 If any account remains overdue after thirty (30) days then an amount of ₤20.00 shall be levied as an administration fee and shall be levied for each month that the account remains overdue, which sums shall become immediately due and payable. 5.7 Without prejudice to the Seller’s other remedies at law the Seller shall be entitled to terminate cancel all or any part of any order of the Customer which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to the Seller shall, whether or not due for payment, become immediately payable in the event that: 5.7.1 any money payable to the Seller becomes overdue, or in the Seller’s opinion the Customer will be unable to meet its payments as they fall due; or 5.7.2 the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of creditors; or 5.7.3 a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer 5.8 Customer shall not be entitled to offset any sums owed to it by Unity Communications Ltd under any Agreement or Will dispute between the Parties against any sums that Customer owes to Unity Communications Ltd under this Agreement. 5.9 Unity Communications Ltd may credit assess Customer from time to time as reasonably required to assess Unity Communications Ltd’ risk. Customer is not entitled to change its tariff to another tariff with a lower monthly fixed charge during the Minimum Period. 5.10 If Customer does upgrade or change its tariff before the end of the initial Minimum Period (the 'Initial Period'), Customer acknowledges and agrees that it must extend the Agreement for by a failure further Minimum Period (the 'Extension Period'). If the Initial Period has not expired at the date of upgrade or tariff change, the relevant Extension Period to pay undisputed sums in accordance with clause 15.2the Initial Period shall be extended by the number of months by which the Initial Period had not been achieved. For example, if at month 21 of a 24 month Initial Period Customer wishes to extend by a further 12 month period, the Extension Period will be increased by 3 months to 15 months.

CHARGES AND PAYMENT. 6.1 3.1 The Charges Customer shall pay Stratus for the Services services provided in line with the Service Agreement. Recurring charges will be as set out in billed from the Purchase Order or Award Letter, and Commencement Date. One-off charges will be billed following the full and exclusive remuneration delivery of the Supplier in respect of the performance of the Services. Unless otherwise service and/or goods unless agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Servicesotherwise. 6.2 The Supplier will invoice 3.2 All charges and other payments which may become due under the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated Contract are exclusive of VAT which will (if applicable) shall be charged payable by the party making the payment in question at the prevailing raterate from time to time in force. 3.3 All invoices issued by Xxxxxxx shall be paid by the customer within fourteen days of the date of the invoice. 3.4 The Customer must provide any purchase order number or other reference which it wishes to appear on any invoice to be issued by Xxxxxxx at least twenty-eight days prior to the date on which the invoice in question is to be raised. The purchase order should be sent to xxxxxxxx@Xxxxxxx-xxxxxxxxxxxx.xx.xx. The Customer will, following shall not be entitled to reject any invoice issued by Xxxxxxx on that ground that it fails to include a purchase order number or other references where the receipt Customer has failed to notify it to Stratus in accordance with this Clause. 3.5 Stratus shall be entitled to suspend the provision of any service (or part of a valid VAT invoice, pay service) without liability to the Supplier a sum equal customer (including to pay service credits) during any period during which any overdue sums are due to it from the VAT chargeable on Customer. During any such period of suspension, the services suppliedCustomer shall remain liable to pay the charges for the suspended services. 6.6 If there is 3.6 Interest shall accrue on all overdue amounts due from the Customer to Stratus from the due date until payment in full of all overdue amounts at a rate of four per cent (4%) per annum above the base lending rate from time to time of Barclays Bank plc. 3.7 The Customer shall not be entitled to make any deduction from any amount due from it to Stratus nor shall the Customer be entitled to exercise any right of set-off. 3.8 Where the Customer has a bona fide dispute as to the amount invoiced of any invoice issued by Xxxxxxx which it has informed Xxxxxxx of in writing within 14 days of the date of the invoice, the Customer will pay shall be entitled to withhold payment of the disputed amount only (provided it pays the undisputed amountamount in accordance with Clause 4.3) pending resolution of that dispute. Following resolution of that dispute, the Customer shall pay to Stratus within seven days (or before the end of the original period of payment if earlier) any amount which it agrees or is ordered to pay together with interest (if applicable) calculated in accordance with Clause 3.6. 6.7 If 3.9 Should Stratus fail to issue a credit note to the Customer for any Service Credits which have become payable by Stratus within the time period for issuing such credit note as specified in the relevant Service Level Agreement then the Customer shall be entitled to deduct the value of those Service Credits form the next invoice issue d by Xxxxxxx for the charges for the Services to which those Service Credits relate. 3.10 A charge of £10.00 shall be added to all invoices which are not paid by Direct Debit. The Customer hereby acknowledges and agrees such charge represents a fair and genuine administration charge taking account of the additional difficulties of invoicing and collection for Stratus where dealing other than on the basis of Direct Debit. Completing a Direct Debit mandate and paying by Direct Debit will avoid the £10 monthly non-direct debit charge. 3.11 It is standard practice for Stratus to conduct a customer credit check and use that information to issue a customer credit limit. You hereby consent to our use of all relevant Customer information for the purposes of such credit checks, and to our sharing such information with the relevant third parties involved in such credit checking. Following such credit checks it may be necessary for an upfront payment of an undisputed amount is not to be made by the Customer by to Stratus. If in relation to recurring rentals, the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts upfront payments will be resolved through taken as the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply final months of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2Minimum Contact Term.

CHARGES AND PAYMENT. 6.1 11.1 The Charges for the Goods and/or Services will be as are set out in Schedule 3 (or, as applicable, in the Purchase Order or Award LetterContract), and will shall be the full and exclusive remuneration of the Supplier in respect of the performance supply of the Goods and/or Services. Unless otherwise agreed in writing by the CustomerUKRI, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the provision of the Goods and/or performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 11.2 All amounts stated are exclusive of VAT which will shall be charged at the prevailing raterate where applicable. The Customer willUKRI shall, where applicable and following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on in respect of the services suppliedGoods and/or Services. 6.6 11.3 The Supplier shall invoice UKRI at the times specified in Schedule 3 (or in the applicable Contract) and in accordance with this clause 11. If an invoicing schedule is not specified in Schedule 3 (or the applicable Contract), the Supplier shall invoice UKRI on or after the Delivery of the Goods or completion of the Services. 11.4 Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant PO Number and a breakdown of the Goods and/or Services supplied in the invoice period as well as appropriate details in order to allow for payment via BACS transfer (sort code and bank account details). 11.5 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice after verifying that the invoice is valid and undisputed. Payment shall be made to the bank account nominated in writing by the Supplier unless UKRI agrees in writing to another payment method. 11.6 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 11.5 after a reasonable time has passed (which shall be no less than 14 calendar days). 11.7 If there is a dispute between the Parties as to the amount invoiced invoiced, UKRI may reject the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late paymentinvoice in its entirety. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums invoice in accordance with clause 15.222.5. Any disputed invoices shall be resolved through the dispute resolution procedure detailed in Clause 33. 11.8 If a payment of an undisputed invoice is not made by UKRI by the due date, then UKRI shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. 11.9 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub-contract: (a) provisions having the same effects as clauses 11.3 to 11.8 of this Agreement; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effect as 11.3 to 11.9 of this Agreement. (c) In this clause 11.9, “sub-contract” means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement or any Contract.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 5.1 In consideration of the supply provision of the Services by the Supplier, the Customer will shall pay the Charges in accordance with the Payment Terms. The Charges shall include all costs incurred by the Supplier in performing its obligations under the invoiced amounts no later than Agreement. 5.2 The Supplier shall invoice the Customer for the Charges (plus VAT, where appropriate) in accordance with the Payment Terms. 5.3 The Customer shall pay each undisputed invoice which is due within 30 days after receipt of a receipt. Any dispute to be valid shall be notified to the Supplier within 30 days of invoice which includes a valid Purchase Order number. Payments may be withheld date. 5.4 In the event of non-payment or reduced default in payment by the Customer in accordance with agreed terms, the event of unsatisfactory performance Supplier shall be entitled without prejudice to the Customer’s any other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreementright or remedy to charge interest, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in per the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through Act 1998 and subsequent amendments, and add any reasonable legal fees and debt recovery charges in respect of all invoices which are not wholly paid by the dispute resolution procedure detailed in clause 40due date. 6.8 The 5.5 Sums payable pursuant to this Agreement are exclusive of Valued Added Tax (“VAT”) which shall be paid at the prevailing rate providing it is properly detailed on an invoice in compliance with prevailing legislation. 5.6 If Supplier will not suspend and Customer fail to reach agreement on any VAT matter pursuant to this Agreement, Customer and Supplier may refer the supply matter to His Majesty’s Revenue and Customs or a VAT tribunal for determination. 5.7 For the avoidance of doubt the Services unless pricing shall be deemed to be inclusive of all travelling expenses, insurance costs and all other miscellaneous expenses incurred by the Supplier is entitled in the provision of Services. 5.8 The Customer may not set off any amount owing at any time against any amount payable by the Customer to terminate the Supplier under this Agreement for a failure to pay undisputed sums in accordance with clause 15.2Agreement.

CHARGES AND PAYMENT. 6.1 5.1 The Charges for the Services will be as are set out in the Purchase Order or Award Letter, and will be Quote. 5.2 TEL reserves the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, right to increase the Charges will include every cost to reflect any additional costs and expense of expenses that it incurs in providing the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice Services including but not limited to such costs in respect of waiting time and underutilised forms of transport. 5.3 TEL shall invoice the relevant Purchase Order number and a breakdown Customer weekly in arrears. 5.4 The Customer shall pay each invoice submitted by TEL within 5 working days of the Services supplied date of the invoice in full and in cleared funds to TEL’s bank account detailed in the invoice periodQuote and time for payment shall be of the essence of the Contract. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced 5.5 Unless otherwise clearly specified all amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the event of unsatisfactory performance without prejudice time being (VAT) or any other applicable tax or charge. Where any taxable supply for VAT purposes is made under the Contract by TEL to the Customer’s , or any other rights and remedies under this Agreement. 6.4 Where tax or charge is imposed on the Supplier enters into a sub-contract for Materials and/or the purpose provision of performing its obligations under this Agreementthe Services, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the on receipt of a valid VAT invoiceinvoice from TEL, or an invoice for the other applicable taxes and/or charges, the Customer shall pay to TEL such additional amounts at the Supplier a sum equal to same time as payment is due for the VAT chargeable on supply of the services suppliedServices. In the event that TEL notifies the Customer of these additional amounts after the Customer has paid for the Services, the Customer shall pay the additional amounts within 5 working days of receiving an invoice for the additional amount in the manner prescribed in clause 5.4. 6.6 5.6 If there is a dispute as to the amount invoiced the Customer will pay fails to make any payment due to TEL under the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due datedate for payment, then the Customer will shall pay interest on the overdue amount at the rate of 4% per cent per annum above the Lloyds Bank Plc base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the whole overdue amount, whether before or after judgment. The Customer shall pay the Supplier interest together with the whole overdue amount. 5.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). TEL may at a rate which will compensate for such loss as has been directly caused any time, without limiting its other rights or remedies, set off any amount owing to it by the late payment. The interest rate will not be at a rate higher than Customer against any amount payable by TEL to the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Customer. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 11.1 The Charges for the Goods and/or Services will be as are set out in Schedule 3 (or, as applicable, in the Purchase Order or Award LetterContract), and will shall be the full and exclusive remuneration of the Supplier in respect of the performance supply of the Goods and/or Services. Unless otherwise agreed in writing by the CustomerUKRI, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the provision of the Goods and/or performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 11.2 All amounts stated are exclusive of VAT which will shall be charged at the prevailing raterate where applicable. The Customer willUKRI shall, where applicable and following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on in respect of the services suppliedGoods and/or Services. 6.6 11.3 The Supplier shall invoice UKRI at the times specified in Schedule 3 (or in the applicable Contract) and in accordance with this clause 11. If an invoicing schedule is not specified in Schedule 3 (or the applicable Contract), the Supplier shall invoice UKRI on or after the Delivery of the Goods or completion of the Services. 11.4 Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant PO Number and a breakdown of the Goods and/or Services supplied in the invoice period as well as appropriate details in order to allow for payment via BACS transfer (sort code and bank account details). 11.5 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice after verifying that the invoice is valid and undisputed. Payment shall be made to the bank account nominated in writing by the Supplier unless XXXX agrees in writing to another payment method. 11.6 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 11.5 after a reasonable time has passed (which shall be no greater than 14 calendar days). 11.7 If there is a dispute between the Parties as to the amount invoiced invoiced, UKRI may reject the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late paymentinvoice in its entirety. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums invoice in accordance with clause 15.222.5. Any disputed invoices shall be resolved through the dispute resolution procedure detailed in Clause 33. 11.8 If a payment of an undisputed invoice is not made by UKRI by the due date, then UKRI shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. 11.9 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub-contract: (a) provisions having the same effects as clauses 11.3 to 11.8 of this Agreement; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effect as 11.3 to 11.9 of this Agreement. (c) In this clause 11.9, “sub-contract” means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement or any Contract.

CHARGES AND PAYMENT. 6.1 9.1. The Charges price for the Services will Goods: 9.1.1. shall be as the price set out in the Purchase Order Order, or Award Letter, as otherwise agreed by the Customer and will be the full Supplier and exclusive remuneration is the only sum payable by the Customer for or in connection with the supply of the Supplier in respect Goods or Services; and 9.1.2. shall be inclusive of the performance costs of packaging, insurance and carriage of the ServicesGoods as stated on the Purchase Order. No extra charges shall be effective unless agreed in writing and signed by the Customer. 9.2. Unless otherwise agreed in writing by the Customer, the Charges will charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The 9.3. In respect of the Goods, the Supplier will shall invoice the Customer as specified in on or at any time after completion of delivery. In respect of Services, the AgreementSupplier shall invoice the Customer on completion of the Services. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice invoice, including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodnumber. 6.3 9.4. In consideration of the supply of the Goods and/or Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 within 45 days after of the date of receipt of a valid correctly rendered invoice which includes to a valid Purchase Order numberbank account nominated in writing by the Supplier or as otherwise agreed between the parties in writing. 9.5. Payments may be withheld or reduced All amounts payable by the Customer under the Contract are exclusive of amounts in respect of VAT. Where any taxable supply for VAT purposes is made under the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due Contract by the Supplier to the sub-contractor within a specified period not exceeding 30 days from Customer, the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willshall, following the on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Goods and/or Services unless at the same time as payment is due for the supply of the Goods and/or Services. 9.6. If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 2% a year above the Bank of England's base rate from time to time, but at 2% a year for any period when the base rate is below 0%. 9.7. The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is entitled present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to terminate be set off are expressed in different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Customer of its rights under this Agreement for a failure clause shall not limit or affect any other rights or remedies available to pay undisputed sums in accordance with clause 15.2it under the Contract or otherwise.

CHARGES AND PAYMENT. 6.1 The Charges ‌ 7.1. In consideration for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance provision of the Services, the Customer Party shall pay the Supplier the Charges in accordance with this paragraph 7 unless otherwise agreed in the relevant Order. The Charges shall be paid in pounds sterling, unless otherwise specified in the relevant Order. 7.2. Unless otherwise agreed in writing by the Customerrelevant Order, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will shall invoice the Charges to the Customer as Party at the intervals specified in the AgreementSchedule 2. Each invoice will shall include such all reasonable supporting information required by the Customer Party to verify the accuracy of the invoice including but invoice. 7.3. Unless otherwise agreed in the relevant Order, the Supplier may increase the Charges no more than once in any 12 month period, always provided that the first such increase shall fall after the first anniversary of the Framework Agreement Commencement Date. The Supplier shall give the Customer Party not limited less than 3 months' notice of any increase. Any increase in the Charges shall apply with effect from expiry of the Supplier's notice. Changes to the relevant Purchase Order number and a breakdown Charges in Orders that are already agreed will require the written agreement of the Services supplied Customer before coming into effect. 7.4. Unless otherwise agreed in the invoice periodrelevant Order, the Customer Party shall reimburse to the Supplier, in addition to the Charges, the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably and properly incurred by the Supplier's employees, subcontractors and agents in the provision of the Services. The Supplier shall submit its invoices for expenses to the Customer Party monthly in arrears. 6.3 In consideration 7.5. Unless otherwise agreed in the relevant Order, the Customer Party shall pay each invoice which is properly due and submitted to it by the Supplier, within 30 days of receipt, to a bank account nominated in writing by the Supplier. 7.6. All amounts payable by the Customer Party are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Orders by the Supplier to the Customer Party, the Customer Party shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there same time as payment is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless Services. 7.7. Unless otherwise agreed in the relevant Order, if the Customer Party fails to pay any amount properly due and payable by it under the relevant Order, the Supplier is entitled shall have the right to terminate this Agreement charge interest on the overdue amount at the rate of six per cent (6%) per annum above the base rate for the time being of Handelsbanken plc accruing on a failure daily basis from the due date up to pay undisputed sums in accordance with clause 15.2the date of actual payment, whether before or after judgment. 7.8. The Supplier shall maintain (where relevant) complete and accurate records of the Services provided under the Orders, sufficient to enable the Customer Party to verify the accuracy of any invoices submitted pursuant to any of the Orders. The Supplier shall allow the Customer Party or its representatives to inspect and take copies of such records at all reasonable times on request.

CHARGES AND PAYMENT. 6.1 8.1 The Customer must, throughout the duration of this Agreement: (a) promptly pay all amounts of Charges for the Services will be due to REDTONE as set out reflected in the Purchase Order or Award Letter, official bill statement and will be for all Charges whatsoever occasioned by the full and exclusive remuneration of the Supplier in respect of the performance use of the Services. Unless otherwise agreed in writing , irrespective of whether such Charges were authorised by the Customer , had exceeded the Customer’s credit limit or had arisen from any other causes whatsoever; and (b) continue to be liable for any applicable Charges and fees during the period of interruption, suspension or loss of the Services or part thereof from any cause whatsoever and cease to utilize the Services or any part thereof for such period as may be required by REDTONE. 8.2 The Customer’s official start billing date will commence from the Activation Date. 8.3 Any refundable deposit tied to the Services or any part thereof shall be held to the Customer’s credit and repaid to the Customer without interest after termination of the Services, and subject to the deduction of any amount due to REDTONE by the Customer, . REDTONE reserves the Charges will include every cost right to deduct from the refundable deposit any amount due and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by payable to REDTONE at any time and may request the Customer to verify make a further refundable deposit payment towards maintaining the accuracy refundable deposit at the level determined by REDTONE. 8.4 The Customer agrees to pay all Charges applicable for the provision of the invoice Services including but not limited to the relevant Purchase Order number deposit Charges, the installation Charges, the monthly subscription Charges, the appointment deferment Charges, etc at the applicable rates indicated in the Registration Form or such rates as may be prescribed and a breakdown of informed to the Customer by REDTONE from time to time via REDTONE’ official website. 8.5 The monthly subscription Charge for the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may shall be withheld or reduced continuously chargeable and payable by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt Activation Date regardless of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made usage by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2Services.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply provision of the Services by the Supplier, the Customer will shall pay the Charges as set out in a Service Description together with such additional sums which are agreed between the Parties for the provision of the Services and for any Project. 6.2 The Customer shall be liable for any costs incurred as a result of the Customer's instructions or lack of instructions, the inaccuracy of any Customer Materials or any other cause attributable to the Customer. 6.3 All Charges and sums quoted payable to the Customer under the Agreement are exclusive of any VAT, for which the Customer shall be additionally liable at the applicable rate from time to time. 6.4 The Customer shall reimburse the Supplier for all reasonable out of pocket expenses incurred by it in connection with the Services for the Customer. 6.5 The Customer shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within 30 days of receipt to a bank account nominated in writing by the Supplier. If the Customer is purchasing Equipment from the Supplier, the Customer shall pay each invoice submitted to it for the Equipment in full and cleared funds in advance or as otherwise agreed but in any case, within 14 days of receipt of the relevant invoice. 6.6 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Supplier may: (a) charge interest on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of HSBC Bank, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Customer will shall pay the interest immediately on demand. If relevant, the Supplier may claim interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in under the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will ; and (b) Suspend all Services until payment has been made in full. 6.7 Time for payment shall be resolved through of the dispute resolution procedure detailed in clause 40essence of the Agreement. 6.8 All sums payable to the Supplier under the Agreement or the relevant Service Description shall become due immediately on its termination, despite any other provision. This condition 6.9 is without prejudice to any right to claim for interest under the law, or any such right under the Agreement. 6.9 The Supplier will not suspend the supply may, without prejudice to any other rights it may have, set off any liability of the Services unless Customer to the Supplier is entitled against any liability of the Supplier to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2the Customer.

CHARGES AND PAYMENT. 6.1 3.1. The Charges Customer shall on or prior to the Effective Date provide to the Supplier valid, up-to-date and complete payment details (such as PayPal, credit/debit card or direct debit details) or approved purchase order information acceptable to the Supplier and any other required valid, up-to-date and complete contact and billing details. The Supplier reserves the right to determine payment method, to which administration charges may apply. 3.2. The Supplier shall invoice the Customer and the Customer will pay all Fees, each in accordance with the Payment Terms. Where the Customer provides payment details, the Supplier is hereby authorised to take payment upon issue of invoice. By entering into the Agreement, the Customer commits to pay the Fees for the Services will be entire Term. 3.3. If the Supplier has not received payment of an invoice within 14 days after the due date, (i) all and any Fees for the Term shall become payable in full, including (for the avoidance of doubt) the fees for the entire Subscription Term of the Subscription(s) in default, as set out well (at the Supplier’s discretion) as those not in the Purchase Order or Award Letterdefault, and will be the full (ii) and exclusive remuneration of the Supplier in respect of may, without prejudice to any other rights and remedies and without liability to the performance Customer, disable the Customer's password, account and suspend access to all or part of the Services. Unless otherwise agreed The Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid. Any invoice disputes must be notified to the Supplier within 5 Business Days of receipt of invoice, failing which the invoice will be deemed accepted and any right of dispute waived. 3.4. All amounts and Fees stated or referred to in writing by the CustomerAgreement: (a) shall be payable in the currency stated in the Order; (b) are non-cancellable and non-refundable, save where permitted under the Money Back Guarantee; (c) are payable in full, net of all charges, and without set-off, deduction or withholding; and (d) are exclusive of value added tax or other local taxes, which shall be added to the Supplier's invoice(s) at the appropriate rate. 3.5. If, at any time whilst using the Services, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as exceeds any resource limits, whether specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services or notified by the Supplier, the Customer will pay Supplier may suspend the Supplier Services. Any further use of the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may Services shall be withheld or reduced by subject to the Customer paying the Supplier's then current resource usage fees, details of which will be provided on request. 3.6. The Supplier shall be entitled to increase the Fees at the start of each Renewal Period, to reflect the corresponding rise in the event of unsatisfactory performance without prejudice Retail Prices Index, upon 30 days' prior notice to the Customer’s other rights and remedies under this Agreement, save that charges for Third Party Products may be increased at any time upon reasonable prior notice, on a pass-through basis. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 If contracted by The Charges Dream Maker payment by the Customer for the Provider’s Services will be through the Dream Maker. The Dream Maker will deduct or add its portion as set out agreed and in accordance with the Purchase Order or Award Letter, and will Schedule from any payment due by the Dream Maker to the Provider. If contracted directly by The Dream Maker the Provider must direct all invoices to the Dream Maker for all Services. Fees quoted by the Provider must not be the full and exclusive remuneration greater than would be quoted to any other customer of the Supplier in respect of Provider or as advertised and must only be discussed directly with the performance of Dream Maker not the Services. Unless otherwise customer unless agreed in writing with The Dream Maker.All invoices directed to the Dream Maker by the Customer, the Charges will Provider must include every cost and expense a detailed description of the Supplier directly or indirectly incurred Service provided, date provided, name of the Customer and the Dream Maker’s reference number for the Event in connection question. If the provider is recommended by the Dream Maker and the Customer is acting independently with the performance provider for the services or product included in the Dream maker managed event, it is expected that the Provider works according to the expectations of the Services. 6.2 Dream Maker team and in accordance to these terms & conditions If contracted by The Supplier Dream Maker any variations to the Services and any additional costs for such variations must be agreed in writing between the Provider and the Dream Maker before discussion with the customer. If under contract The Dream Maker will invoice use all reasonable endeavours to collect the Provider’s fee from the Customer as specified in advance of the Agreementevent or service, but will be in no way liable to the Provider for their fee unless or until the Customer pays the Dream Maker. Each invoice will include such supporting information required In the event of any deposit payments to the Provider under this Agreement become refundable, or any challenge is made to the Provider’s Services by the Customer or the Dream Maker, any payments to verify the accuracy Provider must be immediately repaid into the trust account of the invoice including but not limited Dream Maker’s solicitor pending resolution of the dispute. Full and Final Payments will be made 5 working days after the event or on receipt of an invoice. Any money due by the Provider to the relevant Purchase Order number and a breakdown Dream Maker or Customer pursuant to this Agreement will incur default interest from the date they are due until payment. In the event any judgment is given by any tribunal of competent authority in favour of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of Dream Maker on a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations dispute arising under this Agreement, it this provision will ensure remain in full force and effect and shall not be deemed merged, waived or extinguished upon judgment so that a provision is included in such sub-contract which requires payment this interest shall be payable at this rate after any judgment. Any bookings secured and deposits paid that are postponed due to be made unforeseen reasons out of all sums due by the Supplier to customers or the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which Dream makers control will be charged at the prevailing rate. The Customer will, following the receipt of transferable where possible or a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts full refund will be resolved through the dispute resolution procedure detailed in clause 40required to find an alternative. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will shall be as set out in the Purchase Order or Award Letter, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will shall invoice the Customer as specified in the AgreementPO. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order purchase order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order PO number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will shall be charged at the prevailing rate. The Customer willshall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedvalue of the Services supplied in accordance with this Agreement. 6.6 6.5 If there is a dispute as to the amount invoiced the Customer will shall pay the undisputed amount. 6.7 6.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will shall pay the Supplier interest at a rate which will shall compensate for such loss as has been directly caused by the late payment. The interest rate will shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000Act 1998. Any disputed amounts will shall be resolved through the dispute resolution procedure detailed in clause 4039. 6.8 6.7 The Supplier will shall not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will shall be as set out in the Purchase Order or Award LetterSchedule 2, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will shall invoice the Customer as specified in the AgreementPO. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order purchase order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order PO number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s Customer‟s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will shall be charged at the prevailing rate. The Customer willshall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedvalue of the Services supplied in accordance with this Agreement. 6.6 6.5 If there is a dispute as to the amount invoiced the Customer will shall pay the undisputed amount. 6.7 6.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will shall pay the Supplier interest at a rate which will shall compensate for such loss as has been directly caused by the late payment. The interest rate will shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will shall be resolved through the dispute resolution procedure detailed in clause 4041. 6.8 6.7 The Supplier will shall not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 5.1 The Customer shall pay CYMRU FIBRE the Charges for as specified in this Contract and as subsequently varied pursuant to this Contract. Charges shall be payable by the Services will be as set out in Customer with effect from the Purchase Order Start Date. 5.2 CYMRU FIBRE may vary all or Award Letter, and will be the full and exclusive remuneration any of the Supplier Charges at any time on giving not less than thirty (30) days' notice to the Customer. This notice may be included in an invoice to the Customer. Such increase shall not be more than the Retail Price Index (RPI) applicable at that time. 5.3 CYMRU FIBRE may at any time on notice to the Customer amend any terms as to payment so as to ensure that it is paid the Charges on or prior to the date on which CYMRU FIBRE is to pay any Third Party Service Provider in respect of the performance Services or goods to which such charges relate. 5.4 All Charges are stated exclusive of value added tax (VAT) or other applicable taxes. The Customer shall be responsible for paying VAT and other applicable taxes which shall be included in CYMRU FIBRE invoices at the applicable rate(s). Payment shall be by direct debit and a fee of £20.00 per incident for any cancelled, dishonoured or failed Direct Debits or cheques may be applied. If payment is not made by direct debit, an administrative charge of £5 per month shall be applied. 5.5 CYMRU FIBRE shall issue invoices for the Services in accordance with the billing dates specified in this Contract. Any delay by CYMRU FIBRE in invoicing any Charges shall not prohibit CYMRU FIBRE from raising an invoice at a later date in respect of the Services. Unless same nor shall it relieve the Customer of liability to pay for the same. 5.6 The Customer shall pay the Charges within fourteen (14) days of the date of the relevant CYMRU FIBRE invoice, unless otherwise agreed in writing by CYMRU FIBRE. The Customer shall not be entitled to set-off, contra or withhold any payment due to CYMRU FIBRE against any sums of whatsoever nature that are due to the Customer from CYMRU FIBRE or that the Customer claims are due from CYMRU FIBRE, and time of payment of all sums under this Contract is of the essence. 5.7 Where Charges are not paid by the CustomerCustomer in accordance with this clause 5, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice CYMRU FIBRE may require the Customer to pay all sums due under this Contract on demand, and reserve the right to charge Interest on all amounts overdue from the Customer on a daily basis (before as specified in well as after any judgement) until the Agreementdate of payment, at NatWest Bank base rate plus four percent (4%). Each invoice will include such supporting information required Alternatively, if any sum owed by the Customer to verify CYMRU FIBRE under the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld Contract or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s any other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount with CYMRU FIBRE is not made by the Customer paid by the due date, then CYMRU FIBRE may deduct this sum from any payment or credit due to the Customer will pay under the Supplier interest at a rate which will compensate for such loss as has been directly caused by Contract or any other contract with CYMRU FIBRE. 5.8 If you believe all or any part of an invoice is in error, you must notify CYMRU FIBRE Communications within 6-months (180) days of your receipt of the late paymentinvoice. The interest rate If you fail to do so, CYMRU FIBRE Communications will not be at a rate higher than required to make any adjustment to the interest rate specified in invoice, and you shall be deemed to have waived any right to contest the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40invoice. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 3.1. In consideration for the provision of the Service, the Customer shall pay the Charges to Inh. The Charges for will commence on the Services will Commencement Date and be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will payable upon invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodSchedule 4. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice 3.2. All Charges and other payments which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies become due under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated Agreement are exclusive of VAT which (if applicable) shall be payable by the Party making the payment in question at the rate from time to time in force. 3.3. All invoices issued by Inh shall be paid by the Customer within thirty (30) days of the date of invoice. Inh will dispatch the invoice no later than two Business Days after the date of the invoice. Invoices not paid within this time frame will be charged at the prevailing rateescalated according to Inhealthcare’s outstanding invoice process. 3.4. The Customer will, following the receipt of a valid VAT invoice, pay must provide any purchase order number or other reference which it wishes to appear on any invoice to be issued by Inh at least twenty eight (28) days prior to the Supplier date on which the invoice in question is to be raised. The Customer shall not be entitled to reject any invoice issued by Inh on the ground that it fails to include a sum equal purchase order number or any other reference where the customer has failed to notify Inh in accordance with this Clause 3.4. 3.5. Inh shall be entitled to suspend the provision of the Service, without liability, to the VAT chargeable on Customer during any period during which any overdue sums are due to it from the services suppliedCustomer. During any such period of suspension The Customer shall remain liable to pay the Charges for the suspended Service. Inh shall notify the Customer in writing a minimum of ten (10) working days prior to the suspension of the Service. 6.6 If there is 3.6. Interest shall accrue on all overdue amounts due from one party to the other before as well as after any judgement at a rate of 2% per annum above the base lending rate from time to time of Lloyds Banking Group Plc. 3.7. Save as provided for by Clause 3.8, the Customer shall not be entitled to make any deduction from any amount due from it to Inh nor shall the Customer be entitled to exercise any right of set-off. 3.8. Where the Customer has a bona fide dispute as to the amount invoiced of any invoice issued by Inh which it has informed Inh of in writing within fourteen (14) days of the date of the invoice, the Customer will pay shall be entitled to withhold payment of the disputed amount only (provided it pays the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2Clause 3.3) pending resolution of that dispute. Following resolution of that dispute, the Customer shall pay to Inh within seven (7) days (or before the end of the original period for payment if earlier) any amount which is agrees or is ordered to pay together with interest (if applicable) calculated in accordance with Clause 3.6. 3.9. Inh shall be entitled to increase the Charges during the Term to the extent that a Supplier Cost or Change in law leads to increased costs to Inh beyond its costs reasonably contemplated at the Commencement Date. Inh shall notify the Customer in writing a minimum of thirty (30) working days prior to such increase if possible, however there may be scenarios where this is reduced due to the short notice that Inh receives from it’s suppliers. 3.10. Inh shall reserve the right to review all Charges detailed within this agreement on an annual basis in line with the Commencement Date of this agreement and inline with Annual Inflation as measured by the Office for National Statistics Retail Price Index (RPI).

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 7.1 In consideration of the supply provision of the Services Works by the Supplier, the Customer will shall pay the SoW Charges. 7.2 Where the SoW Charges are calculated on a time and materials basis the Customer acknowledges that any individual the Supplier engages on the invoiced amounts no later than 30 days after receipt Works shall be entitled to take reasonable breaks during the time worked of at least 10 minutes in any hour and this time shall still be recorded as time spent on the Works. 7.3 Where the SoW Charges are calculated on a valid invoice which includes fixed price basis, the amount of those charges shall be as set out in a valid Purchase Order numberStatement of Work. 7.4 The SoW Charges exclude reasonable travel expenses including, but not limited to, airfare, hotel and meals incurred by the Supplier in performance of any Works. Payments may Such travel expenses shall be withheld or reduced payable by the Customer monthly in arrears, following submission of an appropriate invoice. 7.5 The Supplier shall invoice the Customer for the SoW Charges at the intervals specified in the event Statement of unsatisfactory performance Work. If no intervals are so specified, the Supplier shall invoice the Customer at the end of each month for Works performed during that month. 7.6 The Customer shall pay each invoice submitted to it by the Supplier within 30 days of receipt to a bank account nominated in writing by the Supplier from time to time. 7.7 If the Supplier has not received payment within five days after the due date, and without prejudice to the Customer’s any other rights and remedies of the Supplier: (a) the Supplier shall be under no obligation to provide any or all of the Available Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank PLC from time to time (but at 3% a year for any period when that base rate is below 0%), commencing on the due date and continuing until fully paid, whether before or after judgment. 7.8 The Customer acknowledges that the Supplier is obliged to pay Smartsheet for the Smartsheet Licences which the Customer orders and the Customer hereby indemnifies the Supplier in respect of all claims by Smartsheet against the Supplier whether in respect of non-payment of fees or otherwise for Smartsheet Licences or any other services provided by Smartsheet which the Customer has ordered or benefited from at any time (whether during the term of this agreement or otherwise). 7.9 All sums payable to the Supplier under this Agreement.agreement: 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated (a) are exclusive of VAT which will VAT; and (b) shall be charged at the prevailing rate. The Customer willpaid in full without any set-off, following the receipt counterclaim, deduction or withholding (other than any deduction or withholding of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedtax as required by law). 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for 5.1 In consideration of the provision of the Services will be by Veritau, You shall pay the Charges as set out in the Purchase Order or Award Engagement Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. . 5.2 Unless otherwise agreed in writing by between the CustomerParties, the Charges will shall include every cost and expense of the Supplier Veritau directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will 5.3 Veritau shall invoice You either monthly in arrears or upon completion of the Customer as specified in Services for the AgreementCharges (together with VAT where appropriate) for the period concerned. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodperiod and provide a detailed breakdown of any expenses and materials, accompanied by the relevant receipts. 6.3 In consideration of 5.4 If there is a dispute between the supply of Parties as to the Services by the Supplieramount invoiced, the Customer will You shall pay the Supplier undisputed amount. Any disputed amounts shall be resolved through the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer dispute resolution procedure detailed in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreementclause 19. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 5.5 All amounts stated are exclusive of VAT which will shall be charged at the prevailing rate. The Customer willYou shall, following the receipt of a valid VAT invoice, pay to the Supplier Veritau a sum equal to the VAT chargeable in respect of the Services. 5.6 You shall pay each invoice submitted to it by Veritau, in full and in cleared funds in accordance with the terms set out on the services suppliedinvoice. 6.6 If there is a dispute as 5.7 Without prejudice to the amount invoiced the Customer will pay the undisputed amount. 6.7 If any other right or remedy that it may have, if a payment of an undisputed amount is not made by the Customer You by the due date, then Veritau may (a) charge interest on such sum from the Customer will pay the Supplier interest due date for payment at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through , accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the dispute resolution procedure detailed Customer shall pay the interest immediately on demand.; and (b) suspend all Services until payment has been made in clause 40full. 6.8 The Supplier will not suspend 5.8 All sums payable to Veritau under the supply Agreement shall become due immediately on its termination or upon completion of the Services unless Services, despite any other provision. This clause 5.8 is without prejudice to any right to claim for interest under the Supplier is entitled law, or any such right under the Agreement. 5.9 Veritau may, without prejudice to terminate this Agreement for a failure any other rights it may have, set off any liability of You to pay undisputed sums in accordance with clause 15.2Veritau against any liability of Veritau to You.

CHARGES AND PAYMENT. 6.1 The Charges for 11.1 Time is of the Services will be essence in respect of the Customer’s payment obligations. 11.2 All Initial Charges, as set out in the Purchase Order Form, are due from the Contract Date. 11.3 Subject to the provisions of Clause 11.5, all Recurring Charges, as set out in the Order Form, shall be due immediately on each invoice date which at the Supplier’s absolute discretion, can be prepared and dated on delivery of Equipment, or Award Lettermonthly, quarterly or annually (the Payment Period) in advance or arrears depending on the circumstances and nature of the supply of Equipment and/or Services ordered. At the Supplier’s absolute discretion, a minimum invoice policy may apply if the Customer’s total monthly invoice is less than £5.00 (excluding VAT). 11.4 Each invoice shall include reasonable supporting information. 11.5 The Customer shall arrange payment by direct debit to the Supplier’s bank account nominated in writing by the Supplier or as stated on the Order Form. The Customer shall be required to set up a direct debit authority, in favour of the Supplier’s nominated account, on the Contract Date and before Activation, for payment of all Charges. 11.6 Recurring Charges shall accrue daily with effect from the date of Activation and shall be invoiced in advance (excluding call charges which shall be invoiced in arrears) at the frequency specified on the Order Form and shall be payable by direct debit. 11.7 The first instalment of Recurring Charges will be the full and exclusive remuneration made up of the Supplier (a) a proportionate charge in respect of the performance period from the scheduled date of Activation to the end of the month in which Activation is scheduled plus (b) the full amount due for the next Payment Period beginning on the first day of the month next following the month of the date scheduled for Activation. Payment Periods shall always start on the first day of a month. 11.8 The Customer shall ensure that it has sufficient funds available for collection of each direct debit payment and shall not cancel such direct debit instruction or take or fail to take any other action that results in payment failure. Any failure to comply with these provisions may result in suspension of Services under Clause 9.4 and shall incur an additional processing fee of £75 and a re- connection fee in accordance with Clause 9.5(e)(iii) of up to £500. 11.9 If part or all of the Charges remain unpaid and outstanding the Supplier is entitled to suspend Activation or supply of all Services and the provisions on suspension set out in Clause 9.4 shall apply. 11.10 In addition to the Charges for Equipment and/or Services. Unless otherwise agreed in writing , the Supplier shall be entitled to charge the Customer for any costs and expenses reasonably incurred by the CustomerSupplier or its agents, subcontractors or employees in connection with supply of the Services including, but not limited to, the Charges will include every cost of time and expense materials, necessary air or other travel expenses, hotel accommodation, subsistence and any associated expenses. For the avoidance of doubt, the Customer shall be notified of any such expenses prior to such expenses being incurred. 11.11 In respect of the supply of Equipment including hardware, software, and Supplier Materials: (a) the Supplier shall expect full payment in cleared funds before delivery; (b) the price for Equipment shall be the price set out in the Order Form or, if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery. The price of the Equipment is exclusive of all costs and charges of packaging, insurance, transport of the Equipment; (c) the Supplier reserves the right to increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to the Supplier that is due to: (i) any factor beyond the control of the Supplier directly or indirectly incurred (including foreign exchange fluctuations, inflation, increases in connection with the performance of the Services.taxes and duties, and increases in labour, materials and other manufacturing costs); 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required (ii) any request by the Customer to verify change the accuracy delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the invoice including but not limited to the relevant Purchase Order number and a breakdown Customer in respect of the Services supplied Equipment or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the invoice periodEquipment. 6.3 11.12 In consideration respect of the supply of Services: (a) the Supplier shall expect full payment in cleared funds within 30 days of the invoice date; (b) the price for Services shall be the price set out in the Order Form; (c) the Supplier reserves the right to increase the price of the Services, by giving one month’s notice in writing to the Customer, to reflect any increase in the cost of the Services by the Supplier, the Customer will pay to the Supplier that is due to: (i) any increase in underlying costs including increases in inflation, taxes and duties, supplier costs, and increases in labour and materials costs. The Customer is entitled to request from the invoiced amounts no later than 30 days after receipt Supplier in writing reasonable evidence of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced such increases in underlying costs; (ii) any request by the Customer to change the Services Specification; or (iii) any delay caused by any instructions of the Customer in respect of the event Services or failure of unsatisfactory performance without prejudice the Customer to give the Supplier adequate or accurate information or instructions in respect of the Equipment. 11.13 All Charges and payments due are stated excluding value added tax (VAT), which the Customer shall additionally be liable to pay to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willrate (if applicable), following the subject to receipt of a valid VAT invoice, pay . 11.14 All amounts due under this Contract shall be paid by the Customer to the Supplier a sum equal in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law) and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. 11.15 If the Customer fails to make any payment due to the VAT chargeable Supplier under this Contract by the due date for payment, then, without prejudice to the Supplier’s other rights and remedies: 11.16 The Customer shall pay interest on the services supplied. 6.6 If there is overdue amount at the rate of 4% per annum above Barclays Bank PLC’s lending base rate from time to time. Such interest shall accrue on a dispute as to daily basis from the amount invoiced due date until actual payment of the overdue amount, whether before or after judgment. The Customer will shall pay the undisputed interest together with the overdue amount. 6.7 If a 11.17 The Supplier may suspend all Services until payment has been made in full. 11.18 For the avoidance of an undisputed amount is not made doubt, all deposits or other amounts paid by the Customer to the Supplier on account of any supply may be used to pay any outstanding debts owed by the due date, then Customer to the Supplier in respect of supplies under this Contract or any other contract between the parties. 11.19 Where the Customer will pay disputes any amount due under an invoice: (a) the Customer shall notify the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment writing within five (5) Business Days of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply date of issue of the Services unless relevant invoice, such notification to provide a detailed account of why the Supplier invoice is entitled to terminate this Agreement for a failure to pay disputed, including all calculations; and (b) the undisputed sums sum shall be payable in accordance with clause 15.2Clause 11.5 and the parties shall act in good faith and use reasonable endeavours to resolve the disputed sum within ten (10) Business Days of notification of the dispute by Customer; and (c) if the dispute is not resolved within the ten (10) Business Day time period, the Supplier may exercise all rights and remedies at law or hereunder including but not limited to suspension of the Service.

CHARGES AND PAYMENT. 6.1 10.1 The Charges price for the Services will Goods shall be as the price set out in the Purchase Order or Award Letterand shall be inclusive of the costs of packaging, insurance and will carriage of the Goods, unless otherwise agreed in writing by JCR. No extra charges shall be effective unless agreed in writing and signed by JCR. 10.2 The charges for the Services shall be set out in the Order and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the CustomerJCR, the Charges will charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer 10.3 JCR shall be entitled to receive a discount for prompt payment and/or bulk purchase as specified in the AgreementOrder, or where no such discount is specified in the Order, as is normally granted by the Supplier to other customers on comparable orders. 10.4 In respect of Goods, the Supplier shall invoice JCR on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice JCR on completion of the Services. Each invoice will shall include such supporting information required by the Customer JCR to verify the accuracy of the invoice invoice, including but not limited to the relevant Purchase Order number and a breakdown purchase order number. The Supplier shall send the invoice to Shared Finance Centre, Enterprise House, Central Way, Arle Rd, Cheltenham GL51 8LZ. 10.5 JCR shall pay the invoiced amounts within 45 days of the Services supplied date of a correctly rendered invoice to a bank account nominated in the invoice period. 6.3 In consideration of the supply of the Services writing by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 10.6 All amounts payable by JCR under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made under the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due Contract by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willJCR, following the JCR shall, on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Goods and/or Services unless at the same time as payment is due for the supply of the Goods and/or Services. 10.7 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 3% per annum above Barclays Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments that the defaulting party disputes in good faith. 10.8 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow JCR to inspect such records at all reasonable times on request. 10.9 JCR may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to JCR against any liability of JCR to the Supplier, whether either liability is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.

CHARGES AND PAYMENT. 6.1 9.1 The Charges charges for the Goods and Services will be are [detailed / or as set out in Schedule C] 9.2 The charges for the Purchase Order or Award LetterGoods shall be inclusive of the costs of packaging, insurance and will carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer. 9.3 The charges for the Services shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 9.4 In consideration of the supply of the Goods and/or Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than within 30 days after receipt of the date of a valid correctly rendered invoice which includes to a valid Purchase Order number. Payments may be withheld or reduced bank account nominated in writing by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this AgreementSupplier. 6.4 Where 9.5 If the Supplier enters into Customer fails to make a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer under this Agreement by the due date, then the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 9.5 will pay accrue at 3% per annum. 9.6 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier interest in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request. 9.7 The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate which will compensate of exchange for such loss as has been directly caused the purpose of set-off. Any exercise by the late payment. The interest rate will Customer of its rights under this clause shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled limit or affect any other rights or remedies available to terminate it under this Agreement for a failure to pay undisputed sums in accordance with clause 15.2or otherwise.

CHARGES AND PAYMENT. 6.1 9.1 The Charges price for Goods and Services shall be: 9.1.1 the Services will be as price set out in the Purchase Order or Award Letteror, and if no price is quoted, the price for Goods will be set out in CLAAS' published price list as at the full date of delivery and the price for Services will be such reasonable price for the work undertaken; 9.1.2 inclusive of all costs of delivery where the Customer collects the Goods or any goods which Services have been performed to from CLAAS’ premises; 9.1.3 exclusive remuneration of all costs of delivery where delivery is not at CLAAS’ premises, which shall be at the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every sole cost and expense of the Supplier directly Customer. 9.2 lf after the date a Contract is entered into but before delivery to the Customer there shall be an increase in the price (exclusive of any appropriate taxes) at which the Company can obtain the Goods, parts, materials or indirectly incurred labour which it considers necessary or desirable in connection its supply of Goods or Services, CLAAS shall be entitled to give notice of the amount of such increase to the Customer who in such event may cancel its Contract by counter-notice in writing within 7 days of receipt of CLAAS' notice. If the Customer shall not give such counter notice the price in the Contract shall be deemed to be increased by the amount of such increase and the Contract shall remain in full force and effect. 9.3 ln the case of a Contract which has been partly executed by the Company before giving such a notice in accordance with clause 9.2 above, if the Customer elects to cancel the Contract it shall pay such reasonable price as the Company shall determine for the work already undertaken in its supply of Goods or Services to the date of cancellation and there shall be deemed to be a Contract between CLAAS and the Customer for CLAAS’ performance of the Contract to the date of cancellation. 9.4 ln the event of any work being suspended by the Customer's instructions or owing to lack of instructions or in the event of any variation of the Order made at the Customer's request or pursuant to clause 9.5 then if no new price is agreed CLAAS shall be entitled to increase the price by such amount as it considers reasonable. 9.5 lf at any time in carrying out any work it shall appear to CLAAS that further or different work is required then CLAAS shall so inform the Customer and the Customer shall forthwith either give a written order for such further or different work or shall pay such reasonable price as the Company may determine for the work already undertaken and shall collect the Goods or any goods to which Services have been performed. 9.6 CLAAS shall invoice the Customer or his nominated Finance Company on or at any time after the date the Contract is entered into for its supply of Goods and/or Services. 6.2 The Supplier 9.7 Subject to clause 9.8, and unless otherwise agreed in writing, the price and all other charges are payable in full within one Business Day of the date of CLAAS’ invoice to the Customer. Payment must be received before any Goods will invoice be supplied to the Customer as specified in or goods upon which Services have been supplied are returned to the Agreement. Each invoice will include such supporting information required Customer. 9.8 Where credit terms are agreed by CLAAS with the Customer, the price and all other charges are payable by the Customer to verify on or before the accuracy 25th day of the month following the month in which the invoice including but not limited is dated. 9.9 Time of payment of any invoice submitted by CLAAS shall be of the essence of the Contract. 9.10 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made under the Contract by CLAAS to the relevant Purchase Order number and Customer, the Customer shall, on receipt of a breakdown valid VAT invoice from CLAAS, pay to CLAAS such additional amounts in respect of the Services supplied in the invoice period. 6.3 In consideration of VAT as are chargeable on the supply of the Services by or Goods at the Supplier, same time as payment is due for the supply of the Services or Goods. 9.11 If the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice fails to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If make a payment of an undisputed amount is not made by due to CLAAS under the Customer Contract by the due date, then then, without limiting CLAAS' remedies under clause 14 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.11 will pay accrue each day at 4% a year above the Supplier interest Bank of England's base rate from time to time, but at 4% a year for any period when that base rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40is below 0%. 6.8 The Supplier will not suspend 9.12 All amounts due under the supply Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2tax as required by law).

CHARGES AND PAYMENT. 6.1 8.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date the Contract came into existence and shall include the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Client 8.2 The Charges for the Services will shall be as set out in the Purchase Order or Award LetterOrder, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the CustomerClient, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 8.3 The Supplier will shall invoice the Customer Client on delivery of the Goods or completion of the Services (as specified in the Agreementcase may be). Each invoice will shall include such supporting information required by the Customer Client to verify the accuracy of the invoice invoice, including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodpurchase order number. 6.3 8.4 In consideration of the supply of the Services by the Supplier, the Customer will Client shall pay the Supplier the invoiced amounts no later than 30 within [60] days after receipt of the date of a valid correctly rendered invoice which includes to a valid Purchase Order number. Payments may be withheld or reduced bank account nominated in writing by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this AgreementSupplier. 6.4 Where 8.5 All amounts payable by the Supplier enters into a sub-contract Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the purpose of performing its obligations time being (VAT). Where any taxable supply for VAT purposes is made under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due the Contract by the Supplier to the sub-contractor within a specified period not exceeding 30 days from Client, the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willClient shall, following the on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless at the same time as payment is due for the supply of the Services. 8.6 If the Client fails to pay any amount properly due and payable by it under the Contract, the Supplier shall have the right to charge interest on the overdue amount at the rate of 1% per cent per annum above the base rate for the time being of Barclays Bank PLC accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. This clause shall not apply to payments that the Client disputes in good faith. 8.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and shall allow the Client to inspect such records at all reasonable times on request. 8.8 The Client may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Client against any liability of the Client to the Supplier, whether either liability is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.

CHARGES AND PAYMENT. 6.1 8.1 The Charges price for the Services will Goods: (a) shall be as the price set out in the Purchase Order Order, or Award Letterif no price is quoted, the price agreed between the parties verbally or in writing prior; and (b) shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer. 8.2 The charges for the Services shall be set out in the Order, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The 8.3 In respect of the Goods, the Supplier will shall invoice the Customer as specified in on or at any time after completion of delivery. In respect of Services, the AgreementSupplier shall invoice the Customer on completion of the Services. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice invoice, including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodpurchase order number. 6.3 8.4 In consideration of the supply of the Goods and/or Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 within 60 days after receipt of the date of a valid correctly rendered invoice which includes to a valid Purchase Order number. Payments may be withheld or reduced bank account nominated in writing by the Supplier. 8.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due Contract by the Supplier to the sub-contractor within a specified period not exceeding 30 days from Customer, the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willshall, following the on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services suppliedsupply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services. 6.6 8.6 If there is the Customer fails to make a dispute as payment due to the amount invoiced Supplier under the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due date, then the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.6 will pay accrue each day at 2% a year above Barclays Bank plc’s base rate from time to time. This clause does not apply to disputed invoices. 8.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier interest in providing the Services, and the Supplier shall allow the Customer to inspect such records at a rate which will compensate for such loss as has been directly caused all reasonable times on request. 8.8 The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by the late payment. The interest rate will Customer of its rights under this clause shall not be at a rate higher than limit or affect any other rights or remedies available to it under the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Contract or otherwise. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 11.1. The Reseller shall pay all invoices issued by GBG within 28 days from the date of the invoice. 11.2. The Reseller shall, in respect of each Year, incur in aggregate Charges (excluding VAT) of a value equal or greater than the Minimum Commitment Value for that Year. In the Services event that the Reseller fails in any Year to incur such fees and charges of a value equal to or greater than the Minimum Commitment Value for that Year, the Reseller shall upon written demand pay GBG an amount equal to the Minimum Commitment Value for that Year less the aggregate value of the Charges invoiced to the Reseller in that Year. 11.3. If specified in the Order Form that the Reseller is to pay the Charges in advance or by direct debit then such payments shall be made on or before the date specified in the Order Form. 11.4. Charges will be as set out invoiced and paid in pounds sterling unless otherwise agreed in the Purchase Order Form. Where applicable, Value Added Tax (or Award Letter, and any other applicable tax or charge in a country where the Service is provided) will be added to the full and exclusive remuneration Charges. 11.5. If the Reseller fails to pay any part of the Supplier Charges when due, it shall be liable to pay GBG interest on such part of the Charges from the due date for payment at the relevant statutory annual rate. 11.6. The Reseller shall make all payments due under this Agreement without any deduction whether by set-off, counterclaim, discount, abatement or otherwise. 11.7. If the Reseller breaches any material term of this Agreement and the Reseller has received preferential pricing or payment terms under this Agreement, then GBG reserves the right to cease to applying any preferential pricing or payment terms as a consequence of the breach. In the event that any preferential pricing or payment terms cease to apply pursuant to this clause 11.7, GBG’s standard pricing and payment terms will apply in respect of the performance Reseller’s continued use of the ServicesService and use throughout the entirety of the Initial Period. 11.8. Unless If the Reseller has received preferential pricing or payment terms under this Agreement or if the standard pricing or payment terms that applied on the Contract Start Date have changed during the Initial Period then unless otherwise expressly agreed in writing by between the CustomerParties, GBG’s standard pricing and payment terms will prevail in respect of the Reseller’s continued use of the Service after the Initial Period. 11.9. After the expiry of the Initial Period GBG shall be entitled to increase the Charges will include every cost and expense by giving the Reseller not less than thirty (30) days’ notice of the Supplier directly or indirectly incurred in connection with change. For the performance avoidance of doubt, GBG will not revise the Charges before the end of the ServicesInitial Period. 6.2 The Supplier will invoice 11.10. For the Customer as specified in avoidance of doubt the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy Reseller shall be responsible for all Charges for use of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of Service where an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as Reseller End User's User ID has been directly caused by used to access the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.Service

CHARGES AND PAYMENT. 6.1 The Charges for 3.1 Unless agreed otherwise and confirmed in the Services Event Order Confirmation, the Deposit will be £2500.00 or 35% of the Projected Price, whichever is the lesser value. Deposits are non-refundable and non-transferable. 3.2 The Deposit must be paid within 7 days of the Event Order Confirmation unless otherwise agreed in writing. If the Deposit is not paid in this time the Booking will not be effective and no Agreement will exist between us. If the Deposit is paid late, Xxxxxxx may agree to nonetheless reinstate the Booking at our sole discretion. 3.3 Interim Payments will be due as follows, unless agreed otherwise and confirmed in the Event Order Confirmation: • 35% of the Projected Price payable 6 months prior to the Event • The balance of the Projected Price value payable 1 month prior to the Event 3.4 The cost of any agreed extras subsequent to the initial Booking will be added to the Projected Price and will be payable prior to the Event either with the above Interim Payments or as invoiced separately with payment due immediately. 3.5 Xxxxxxx will request a £250.00 Good Housekeeping Deposit which should be pre-authorised 3- days prior to your event. The Good Housekeeping Deposit will be refunded in line with sections 6.2 and 6.3 of these conditions provided there is no breach of the Conditions of Hire, there is no damage to the facility or equipment, and/or there is no extra cleaning required at the conclusion of the booking. 3.6 Payment of the Final Invoice will be due within 7 days of the date of issue, failing which the total sum outstanding will be taken from your credit or debit card. 3.7 The start and finish times of your Event will be set out in the Purchase Event Order Confirmation. Xxxxxxx reserves the right to make additional charges for Events which subsequently commence before or Award Letterrun on beyond these times. 3.8 All invoices are payable within 7 days of the invoice date. Failure to pay Payments when due will entitle Hickory without prejudice to any other rights or remedy available to cancel the provision of the Services and terminate the Agreement. 3.9 All queries relating to amounts invoiced must be notified in writing to Hickory within 7 days of the date of the invoice. 3.10 Hickory reserves the right to charge a one off late payment fee of £50.00 for any late payments. This amount will be added to the final invoice. Xxxxxxx also reserves the right to charge interest on overdue accounts at a rate of 5% per month. 3.11 Payments that remain outstanding after 7 days of the payment date will be passed to a solicitor or debt collection agency to recover all monies owed and costs involved. 3.12 All charges are subject to Value Added Tax unless otherwise stated. Payments are required in pounds Sterling only. 3.13 Xxxxxxx accepts payment by the following methods: • Debit card • Bank Transfer • Visa/MasterCard • American Express 3.14 Xxxxxxx does not accept payment by cheque. 3.15 Xxxxxxx may request a pre-authorised limit 3-days prior to your event to cover any on the day charges. We will provide you with a summary of all On the Day Charges with the Final Invoice. 3.16 Hickory reserves the right to alter prices quoted if Xxxxxxx’s costs are increased due to special circumstances beyond our control, such as charged commodity costs, liquor duties or the event running on beyond the agreed timings. Any such price alterations will be kept to a minimum and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited notified to the relevant Purchase Order number and a breakdown of the Services supplied client in the invoice periodwriting. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 a. The Charges Customer shall pay the Subscription Fees to Seller for the Hardware Device Services will be according to the following terms: Effective Date of Services Agreement 1st Day of Equipment Operation Term of Services Agreement 24 months Monthly Subscription Price $90.00 Number of Prepaid Months w/ insurance 2 months First Payment Due 1 day after the prepaid period ends b. The Customer shall on the Effective Date provide to Seller valid, up-to-date and complete payment information, such as set out in ACH or wire transfer information and any other relevant valid, upto-date and complete contact and billing details and, if the Purchase Order Customer provides: i. its approved information to Seller, Seller shall invoice the Customer: ii. on the Effective Date for the Subscription Fees for payment of the initial Subscription Term; iii. at least 3 business days prior to each month, or Award Letterannual payment due date for the Services, payable with respect to the next Renewal Period, and will be the full and exclusive remuneration Customer shall pay each invoice within 5 business days after the date of the Supplier in respect receipt of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Servicessuch invoice. 6.2 The Supplier will invoice c. If Seller has not received payment within 48 hours after the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number due date, and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s any other rights and remedies under this Agreement.of Seller: 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreementi. Seller may, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier without liability to the sub-contractor Customer, disable the Customer’s password, account and access to all or part of the Services if payment is not received within a specified period not exceeding 30 days from the receipt 48 hours of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not and Seller shall be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply under no obligation to provide any or all of the Services unless while the Supplier is entitled invoice(s) remain unpaid; ii. In the event of non-payment and suspension or cancellation of the Services, Seller shall still store Customer data for a period of up to terminate thirty (30) days, and Customer will be able to reaccess this data and the Services upon payment and resumption of the Services; iii. Invoices not paid in full within the 30 days will result in termination of contract and change in ownership of equipment to Seller as form of payment for damages occurred by customer defaulting on payment. iv. All amounts and fees stated or referred to in this Agreement shall be payable in U.S. dollars. d. Customer may terminate contract and receive their equipment for a failure fee of 3 months payment plus shipping. Seller has prepaid for power and this termination fee will cover the damages. e. Payments to pay undisputed sums in accordance with clause 15.2.Seller are non-cancellable and non-refundable

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the AgreementContract. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this AgreementContract. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this AgreementContract, it will ensure that a provision is included in such sub-sub- contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement Contract for a failure to pay undisputed sums in accordance with clause 15.2. 6.9 In the event of termination pursuant to Clause 15.1.2 the Customer and the Supplier will enter into good faith negotiations to agree a reduced payment for any partially completed Deliverables or Milestones. Any such payment will reflect the proportion of work towards completion that the Supplier is able to demonstrate they have performed and any relevant payments already made by the Customer towards the completed Deliverables or Milestones. The Customer will not be liable to pay any severance payment or compensation to the Supplier for the loss of profits suffered as a result of the termination.

CHARGES AND PAYMENT. 6.1 9.1 The Customer shall pay the SoW Charges. For the avoidance of any doubt, the Customer will remain liable to pay all SoW Charges arising from the use of the Services regardless of whether such use is authorised, unauthorised, fraudulent or otherwise. 9.2 Where the SoW Charges are calculated on a time and materials basis the Supplier's daily fee rates are calculated on the basis of an eight-hour day, worked during Business Hours. 9.3 The SoW Charges exclude expenses, which shall be payable by the Customer monthly in arrears following submission of an appropriate invoice. 9.4 The Supplier may increase the SoW Charges for any extant Statement of Work on an annual basis (with effect from each anniversary of the Services will be as set out Commencement Date) in line with the percentage increase in the Purchase Order or Award Letter, and will be Retail Prices Index in the full and exclusive remuneration preceding 12-month period. The first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.‌‌‌ 9.5 The Supplier reserves the right, upon one month’s prior written notice to the Customer, to pass through to the Customer any increases in any input costs or third party charges upon evidence of such cost increases being provided to the Customer. If, because of a factor beyond the control of the Supplier, the cost to the Supplier of providing any Goods increases, the Supplier may before delivery increase the SoW Charges in respect of the performance Goods.‌‌ 9.6 The Customer shall pay the Supplier for any additional services provided by the Supplier that are requested by the Customer but that are not specified in the Statement of Work. Any such charge for additional services shall be invoiced separately from any SoW Charges due as specified in the ServicesStatement of Work.‌‌‌ 9.7 The Supplier shall invoice the Customer for the SoW Charges at the intervals specified in the Statement of Work (which may be either in advance or in arrears). Unless otherwise agreed If no intervals are so specified, the Supplier shall invoice the Customer monthly in advance.‌ 9.8 The Customer shall pay each invoice submitted to it by the Supplier within 30 days of receipt to a bank account nominated in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Servicesfrom time to time. 6.2 The Supplier will invoice 9.9 Without prejudice to any other right or remedy that it may have, if the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer fails to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier any sum due under this agreement on the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by due date:‌ 9.9.1 the Customer in shall pay interest on the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged overdue amount at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay applicable rate from time to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in time under the Late Payment of Commercial Debts (Interest) Xxx 0000Act 1998 (the “Act”). Any disputed amounts will be resolved through Such interest shall accrue on a daily basis from the dispute resolution procedure detailed in clause 40.due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount and any costs payable pursuant to the Act; and‌‌‌ 6.8 The 9.9.2 the Supplier will not may suspend the supply part or all of the Services or delivery of any Goods (provided that the Supplier has escalated the matter in writing at Director level with the Customer) until payment has been made in full.‌ 9.10 Any SOW Charges invoiced by the Supplier shall be considered accepted and due for payment by the Customer, unless the Customer notifies the Supplier is entitled in writing of any dispute or query within 60 days of the Invoice Date. 9.11 All sums payable to terminate this Agreement for the Supplier are exclusive of VAT (and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a failure to pay undisputed sums VAT invoice) and shall be paid in accordance with clause 15.2full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, Customer shall pay the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection accordance with the performance of the Servicesthis Clause 6. 6.2 The Supplier will College shall invoice the Customer as specified in for the Agreement. Each invoice will include such supporting information required Deposit, which shall be payable by the Customer to verify the accuracy of the invoice including but not limited within 7 days from initial inquiry. Where there is less than 4 weeks left to the relevant Purchase Order number and a breakdown Event at point of initial inquiry then the Services supplied Customer shall have 24 hours from initial inquiry to make payment in full. 6.3 The College shall issue an invoice for the Charges (less the Deposit), which shall be payable by the Customer no less than 14 Business Days before the Event. 6.4 Any deposit paid shall be non-refundable. If the Event has been paid in full due to time frame then if said Event is cancelled it will be subject to the Cancellation clause 9. 6.5 The College may issue an additional invoice after and/or prior to the Event for any further Charges due which were not included in the invoice period. 6.3 In consideration issued pursuant to 6.3. Such Charges may include those payable for any final alterations to the Services, or for guests attending the Event in excess of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced number estimated by the Customer pursuant to 5.2. Charges invoiced pursuant to this Clause 6.4 shall be payable by the Customer within 21 days of receipt. This further applies to Charges for late cancellation in accordance with Clause 9 and Charges relating to property damage and/or maintenance as a result of the event Venue being left in an unsatisfactory condition at the end of unsatisfactory performance without prejudice the Hire period including any associated charges. 6.6 All amounts payable by the Customer include amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged College at the prevailing rate. The Customer willrate (if applicable), following the subject to receipt of a valid VAT invoice, pay invoice unless otherwise stated. For dry hire of the Venue no VAT will be payable unless otherwise stated by the College. In the instance the College is supplying the Customer with some service relating to the Supplier a sum equal to the Venue hire then VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amountpayable unless otherwise stated. 6.7 If a the Customer fails to make any payment including payment for the deposit due to the College under the Contract by the due date for payment, then, without limiting the College's remedies under Clause 8, the Customer shall pay interest on the overdue sum from the due date until payment of an undisputed amount the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is not below 0%. 6.8 If the Customer fails to make any payment including payment for the deposit due to the College prior to the Event by the relevant due date then the College reserves the right to terminate this agreement and cancel the booking for the Event/ Hire Period. Any cancellations are to be made by the College by way of a written notice (letter/email) to be sent to the Customer. Any deposit paid will be non-refundable and where payment was made in full then the cancellation clause 9 will apply. 6.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 6.10 Subject to the College’s discretion the Customer shall be liable to pay a charge for variation to the minimum numbers of attendees if the number of attendees falls below the initial number of minimum attendees. 6.11 If deemed necessary by the College in order to maintain adequate security measures due dateto the size/nature of the Event, then the Customer will pay the Supplier interest at provide security personnel supplied by a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.reputable licensed security

CHARGES AND PAYMENT. 6.1 8.1 The Charges price for the Services will Goods: a shall be as the price set out in the Purchase Order Order, or Award Letterif no price is quoted, the price set out in the Supplier’s published price list in force at the Commencement Date; and b shall be inclusive of the costs of packaging, insurance and delivery of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer. 8.2 The charges for the Services shall be set out in the Order, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The 8.3 In respect of the Goods, the Supplier will shall invoice the Customer as specified in on or at any time after completion of delivery. In respect of Services, the AgreementSupplier shall invoice the Customer on completion of the Services. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice invoice, including but not limited to the relevant Purchase Order number purchase order number. 8.4 The Customer shall accept and a breakdown process for payment an electronic invoice submitted for payment by the Supplier where the invoice is undisputed and where it complies with the standard on electronic invoicing. An electronic invoice complies with the standard on electronic invoicing where it complies with the European standard and any of the Services supplied syntaxes published in the invoice periodCommission Implementing Decision (EU) 2017/1870. 6.3 8.5 In consideration of the supply of the Goods and/or Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than within 30 days after receipt of the date of a valid correctly rendered and undisputed invoice which includes to a valid Purchase Order numberbank account nominated in writing by the Supplier. Payments may The obligations set out in this clause shall be withheld replicated throughout the Supplier’s supply chain where that supply chain is wholly or reduced by substantially performing or contributing to the performance of the whole or any part of the Contract. 8.6 The Supplier’s bank account and sort code details must be provided to the Customer in the event of unsatisfactory performance without prejudice prescribed form annexed at Schedule 2 prior to a purchase order being raised. Payment will be made via BACS into the Supplier’s bank account. A Supplier email address must be provided to the Customer’s other rights and remedies under this AgreementCustomer for the receipt of emailed remittance advices. 6.4 8.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of Value Added Tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due Contract by the Supplier to the sub-contractor within a specified period not exceeding 30 days from Customer, the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willshall, following the on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services suppliedsupply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services. 6.6 8.8 If there is the Customer fails to make a dispute as payment due to the amount invoiced Supplier under the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due date, then the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 8.6 will pay accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%. 8.9 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier interest in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request. 8.10 The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate which will compensate of exchange for such loss as has been directly caused the purpose of set-off. Any exercise by the late payment. The interest rate will Customer of its rights under this clause shall not be at limit or affect any other rights or remedies available to it under the Contract or otherwise. 8.11 If credit is due to the Customer from the Supplier, the Customer requests a rate higher refund of the sum rather than the interest rate specified in the Late Payment issue of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40a credit note. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 9.1 The Charges price for Goods and Services shall be: 9.1.1 the Services will be as price set out in the Purchase Order or Award Letteror, and if no price is quoted, the price for Goods will be set out in CLAAS' published price list as at the full date of delivery and the price for Services will be such reasonable price for the work undertaken; 9.1.2 inclusive of all costs of delivery where the Customer collects the Goods or any goods which have been performed on, at CLAAS’ premises; 9.1.3 exclusive remuneration of all costs of delivery where delivery is not at CLAAS’ premises, which shall be at the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every sole cost and expense of the Supplier directly Customer. 9.2 lf after the date a Contract is entered into but before delivery to the Customer there shall be an increase in the price (exclusive of any appropriate taxes) at which the Company can obtain the Goods, parts, materials or indirectly incurred labour which it considers necessary or desirable in connection its supply of Goods or Services, CLAAS shall be entitled to give notice of the amount of such increase to the Customer who in such event may cancel its Contract by counter-notice in writing within 7 days of receipt of CLAAS' notice. If the Customer shall not give such counter notice the price in the Contract shall be deemed to be increased by the amount of such increase and the Contract shall remain in full force and effect. 9.3 ln the case of a Contract which has been partly executed by the Company before giving such a notice in accordance with clause 9.2 above, if the Customer elects to cancel the Contract it shall pay such reasonable price as the Company shall determine for the work already undertaken in its supply of Goods or Services to the date of cancellation and there shall be deemed to be a Contract between CLAAS and the Customer for CLAAS’ performance of the Contract to the date of cancellation. 9.4 ln the event of any work being suspended by the Customer's instructions or owing to lack of instructions or in the event of any variation of the Order made at the Customer's request or pursuant to clause 9.5 then if no new price is agreed XXXXX shall be entitled to increase the price by such amount as it considers reasonable. 9.5 lf at any time in carrying out any work it shall appear to CLAAS that further or different work is required then CLAAS shall so inform the Customer and the Customer shall immediately either give a written order for such further or different work or shall pay such reasonable price as the Company may determine for the work already undertaken and shall collect the Goods or any goods to which Services have been performed. 9.6 CLAAS shall invoice the Customer or his nominated Finance Company on or at any time after the date the Contract is entered into for its supply of Goods and/or Services. 6.2 The Supplier 9.7 Subject to clause 9.8, and unless otherwise agreed in writing, including a superseding agreement between CLAAS and the Customer, the price and all other charges are payable in full within one Business Day of the date of CLAAS’ invoice to the Customer. Payment must be received before any Goods will invoice be supplied to the Customer as specified in or goods upon which Services have been supplied are returned to the Agreement. Each invoice will include such supporting information required Customer. 9.8 Where credit terms are agreed by CLAAS with the Customer, the price and all other charges are payable by the Customer to verify on or before the accuracy 25th day of the month following the month in which the invoice including but not limited is dated. 9.9 Time of payment of any invoice submitted by CLAAS shall be of the essence of the Contract. 9.10 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable ("VAT"). Where any taxable supply for VAT purposes is made under the Contract by CLAAS to the relevant Purchase Order number and Customer, the Customer shall, on receipt of a breakdown valid VAT invoice from CLAAS, pay to CLAAS such additional amounts in respect of the Services supplied in the invoice period. 6.3 In consideration of VAT as are chargeable on the supply of the Services by or Goods at the Supplier, same time as payment is due for the supply of the Services or Goods. This paragraph applies for a potential chargeable Import VAT (to be paid to local tax authorities) as well. 9.11 If the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice fails to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If make a payment of an undisputed amount is not made by due to CLAAS under the Customer Contract by the due date, then then, without limiting CLAAS' remedies under clause 14 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.11 will pay accrue each day at 4% a year above the Supplier interest Bank of England's base rate, but at 4% a year for any period when that base rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40is below 0%. 6.8 The Supplier will not suspend 9.12 All amounts due under the supply Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2tax as required by law).

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply provision of the Services by the Supplier, the Customer will Client shall pay the Supplier Charges. 6.2 The amount of those charges shall be as set out in the invoiced amounts no later than 30 days after receipt Engagement Letter. 6.3 Unless the Parties agree otherwise, in which case expenses shall be set out in the summary of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced Charges set out at the Engagement Letter., the Charges shall exclude the following: (a) the cost of hotel, subsistence, travelling; and (b) any other ancillary expenses reasonably incurred by the Customer individuals whom the Supplier engages in connection with the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this AgreementServices. 6.4 Where expenses were not expected or anticipated at the Supplier enters into a sub-contract for the purpose date of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to they shall be made of all sums due payable by the Supplier Client in addition to the sub-contractor within a specified period not exceeding 30 days from Charges, but subject to agreement with the receipt Client, and following submission of a valid suitable invoice. 6.5 The Supplier shall invoice the Client for the Charges according to the Payment Schedule set out in the Engagement Letter and if there are any further payments due, by way of agreement between the Client and Supplier. 6.6 The Client shall pay each invoice submitted to it by the Supplier as per the Payment Schedule in the Engagement Letter to a bank account nominated in writing by the Supplier. If payment is not made because of Client error, the Client shall reimburse any additional costs to the Supplier. 6.7 Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Supplier any sum due under this Agreement on the due date: (a) the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 5% per annum; and (b) the Supplier may suspend part or all the Services until payment has been made in full. 6.8 All amounts stated sums payable to the Supplier under this Agreement: (a) are exclusive of VAT which will or its equivalent in any jurisdiction (Sales Tax) and the Client shall in addition pay an amount equal to any Sales Tax in the relevant jurisdiction; and (b) are exclusive of any bank charges or exchange rate transfers costs; and (c) shall be charged at paid in full without any set-off, counterclaim, deduction or withholding. 6.9 Where (notwithstanding the prevailing rate. The Customer willprovisions of clause 6.8 (c)) the Client is required under local law or regulation, following the receipt to deduct Sales Tax or its equivalent, or withhold any other tax of any nature including corporation tax and income tax (whether of a valid VAT invoicepersonal or corporate nature), pay to deduction of which is a legal or regulatory requirement, the Client undertakes that the Supplier a sum equal to will receive the VAT chargeable full amount specified on the services suppliedinvoice notwithstanding any deduction. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The 8.1 In consideration of the provision of the Works by the Supplier, the Customer must pay the SOW Charges. 8.2 Where the SOW Charges are calculated on a time and materials basis: (a) the Supplier's standard daily fee rates for each individual person as set out in Statement of Work are calculated on the Services basis of an eight-hour day, worked during Business Hours; (b) the Supplier shall be entitled to charge overtime rates as set out in Statement of Work on a pro-rata basis for any time worked by individuals whom it engages on the Works outside Business Hours; and (c) the Supplier must ensure that every individual whom it engages on the Works completes time sheets to record time spent on the Works, and the Supplier will indicate the time spent per individual in its invoices. 8.3 Where the SOW Charges are calculated on a fixed price basis, the amount of those charges will be as set out in a Statement Of Work. 8.4 The SOW Charges exclude the Purchase Order or Award Letterfollowing, and which will be payable by the full Customer monthly in arrears, following submission of an appropriate invoice: (a) the cost of hotel, subsistence, travelling and exclusive remuneration of any other ancillary expenses reasonably incurred by the individuals whom the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred engages in connection with the performance Works; and (b) the cost to the Supplier of any materials or services procured by the Supplier from third parties for the provision of the ServicesWorks as such items and their cost are set out in the Statement Of Work. 6.2 8.5 The Supplier will invoice the Customer as for the SOW Charges at the intervals specified in the AgreementStatement Of Work. Each If no intervals are specified, the Supplier will invoice will include such supporting information required by the Customer to verify at the accuracy end of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodeach month for Works performed during that month. 6.3 In consideration of the supply of the Services by the Supplier, the 8.6 The Customer will must pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid each invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice submitted to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier within seven (7) days of receipt to a bank account nominated in writing by the sub-contractor within a specified period not exceeding 30 days Supplier from the receipt of a valid invoicetime to time. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay 8.7 Without prejudice to any other right or remedy the Supplier a may have: (a) if any sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a due for payment of an undisputed amount under this agreement is not made by the Customer by paid on the due date, then the Customer will must pay interest on the amount unpaid at the daily 11.00 am cash rate quoted on RBA plus four (4)%; (b) interest payable under clause 8.9(a) accrues on a day-to-day basis from the due date up to and including the date of actual payment; (c) interest payable under clause 8.9(a) may be capitalised by the Supplier interest at on a rate which will compensate for such loss as monthly; and (d) the Supplier may suspend part or all of the Works until payment has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified made in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40full. 6.8 The Supplier will not suspend the supply of the Services unless 8.8 All sums payable to the Supplier is entitled under this agreement: (a) are exclusive of GST, and the Customer must in addition pay an amount equal to terminate this Agreement for any GST chargeable on those sums on delivery of a failure to pay undisputed sums GST invoice; and (b) must be paid in accordance with clause 15.2full without any set- off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

CHARGES AND PAYMENT. 6.1 9.1 The Charges price for Goods and Services shall be: 9.1.1 the Services will be as price set out in the Purchase Order or Award Letteror, and if no price is quoted, the price for Goods will be set out in CLAAS' published price list as at the full date of delivery and the price for Services will be such reasonable price for the work undertaken; 9.1.2 inclusive of all costs of delivery where the Customer collects the Goods or any goods which have been performed on, at CLAAS’ premises; 9.1.3 exclusive remuneration of all costs of delivery where delivery is not at CLAAS’ premises, which shall be at the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every sole cost and expense of the Supplier directly Customer. 9.2 lf after the date a Contract is entered into but before delivery to the Customer there shall be an increase in the price (exclusive of any appropriate taxes) at which the Company can obtain the Goods, parts, materials or indirectly incurred labour which it considers necessary or desirable in connection its supply of Goods or Services, CLAAS shall be entitled to give notice of the amount of such increase to the Customer who in such event may cancel its Contract by counter-notice in writing within 7 days of receipt of CLAAS' notice. If the Customer shall not give such counter notice the price in the Contract shall be deemed to be increased by the amount of such increase and the Contract shall remain in full force and effect. 9.3 ln the case of a Contract which has been partly executed by the Company before giving such a notice in accordance with clause 9.2 above, if the Customer elects to cancel the Contract it shall pay such reasonable price as the Company shall determine for the work already undertaken in its supply of Goods or Services to the date of cancellation and there shall be deemed to be a Contract between CLAAS and the Customer for CLAAS’ performance of the Contract to the date of cancellation. 9.4 ln the event of any work being suspended by the Customer's instructions or owing to lack of instructions or in the event of any variation of the Order made at the Customer's request or pursuant to clause 9.5 then if no new price is agreed CLAAS shall be entitled to increase the price by such amount as it considers reasonable. 9.5 lf at any time in carrying out any work it shall appear to CLAAS that further or different work is required then CLAAS shall so inform the Customer and the Customer shall immediately either give a written order for such further or different work or shall pay such reasonable price as the Company may determine for the work already undertaken and shall collect the Goods or any goods to which Services have been performed. 9.6 CLAAS shall invoice the Customer or his nominated Finance Company on or at any time after the date the Contract is entered into for its supply of Goods and/or Services. 6.2 The Supplier 9.7 Subject to clause 9.8, and unless otherwise agreed in writing, including a superseding agreement between CLAAS and the Customer, the price and all other charges are payable in full within one Business Day of the date of CLAAS’ invoice to the Customer. Payment must be received before any Goods will invoice be supplied to the Customer as specified in or goods upon which Services have been supplied are returned to the Agreement. Each invoice will include such supporting information required Customer. 9.8 Where credit terms are agreed by CLAAS with the Customer, the price and all other charges are payable by the Customer to verify on or before the accuracy 25th day of the month following the month in which the invoice including but not limited is dated. 9.9 Time of payment of any invoice submitted by CLAAS shall be of the essence of the Contract. 9.10 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable ("VAT"). Where any taxable supply for VAT purposes is made under the Contract by CLAAS to the relevant Purchase Order number and Customer, the Customer shall, on receipt of a breakdown valid VAT invoice from CLAAS, pay to CLAAS such additional amounts in respect of the Services supplied in the invoice period. 6.3 In consideration of VAT as are chargeable on the supply of the Services by or Goods at the Supplier, same time as payment is due for the supply of the Services or Goods. This paragraph applies for a potential chargeable Import VAT (to be paid to local tax authorities) as well. 9.11 If the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice fails to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If make a payment of an undisputed amount is not made by due to CLAAS under the Customer Contract by the due date, then then, without limiting CLAAS' remedies under clause 14 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.11 will pay accrue each day at 4% a year above the Supplier interest Bank of England's base rate, but at 4% a year for any period when that base rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40is below 0%. 6.8 The Supplier will not suspend 9.12 All amounts due under the supply Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2tax as required by law).

CHARGES AND PAYMENT. 6.1 3.1 The Charges Customer shall pay 2Connect for the Services services provided in line with the Service Agreement. Recurring charges will be as set out in billed from the Purchase Order or Award Letter, and Commencement Date. One-off charges will be billed following the full and exclusive remuneration delivery of the Supplier in respect of the performance of the Services. Unless otherwise service and/or goods unless agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Servicesotherwise. 6.2 The Supplier will invoice 3.2 All charges and other payments which may become due under the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated Contract are exclusive of VAT which will (if applicable) shall be charged payable by the party making the payment in question at the prevailing raterate from time to time in force. 3.3 All invoices issued by 2Connect shall be paid by the customer within fourteen days of the date of the invoice. 3.4 The Customer must provide any purchase order number or other reference which it wishes to appear on any invoice to be issued by 2Connect at least twenty-eight days prior to the date on which the invoice in question is to be raised. The Customer will, following shall not be entitled to reject any invoice issued by 3.5 2Connect shall be entitled to suspend the receipt provision of any service (or part of a valid VAT invoice, pay service) without liability to the Supplier a sum equal customer (including to pay service credits) during any period during which any overdue sums are due to it from the VAT chargeable on Customer. During any such period of suspension, the services suppliedCustomer shall remain liable to pay the charges for the suspended services. 6.6 If there is 3.6 Interest shall accrue on all overdue amounts due from the Customer to 2Connect from the due date until payment in full of all overdue amounts at a rate of four per cent (4%) per annum above the base lending rate from time to time of Santander Bank plc. 3.7 The Customer shall not be entitled to make any deduction from any amount due from it to 2Connect nor shall the Customer be entitled to exercise any right of set-off. 3.8 Where the Customer has a bona fide dispute as to the amount invoiced of any invoice issued by 2Connect which it has informed 2Connect of in writing within 14 days of the date of the invoice, the Customer will pay shall be entitled to withhold payment of the disputed amount only (provided it pays the undisputed amountamount in accordance with Clause 4.3) pending resolution of that dispute. Following resolution of that dispute, the Customer shall pay to ud within seven days (or before the end of the original period of payment if earlier) any amount which it agrees or is ordered to pay together with interest (if applicable) calculated in accordance with Clause 3.6. 6.7 If 3.9 Should 2Connect fail to issue a payment of an undisputed amount is not made by credit note to the Customer for any Service Credits which have become payable by within the due date, time period for issuing such credit note as specified in the relevant Service Level Agreement then the Customer will pay shall be entitled to deduct the Supplier interest at a rate value of those Service Credits form the next invoice issued by 2Connect for the charges for the Services to which will compensate for such loss as has been directly caused those Service Credits relate. 3.10 A charge of £10.00 shall be added to all invoices which are not paid by the late paymentDirect Debit. The interest rate Customer hereby acknowledges and agrees such charge represents a fair and genuine administration charge taking account of the additional difficulties of invoicing and collection for 2Connect where dealing other than on the basis of Direct Debit. Completing a Direct Debit mandate and paying by Direct Debit will not be at a rate higher than avoid the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40£10 monthly non-direct debit charge. 6.8 The Supplier will not suspend 3.11 It is standard practice for 2Connect to conduct a customer credit check and use that information to issue a customer credit limit. You hereby consent to our use of all relevant Customer information for the supply purposes of such credit checks, and to our sharing such information with the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums relevant third parties involved in accordance with clause 15.2.such credit checking. Following such credit checks

CHARGES AND PAYMENT. 6.1 The Charges for 9.1 In consideration of the Services will be as provision of the Services, the Customer shall pay the charges in accordance with this Clause 9 (the ’Charges’). 9.2 Resolution IT shall invoice the Customer according to the billing period set out in the Purchase Order or Award Letter, and charges will be calculated using the full and exclusive remuneration details recorded by Resolution IT. 9.3 The Customer agrees to pay the whole amount of the Supplier in respect Charges (without any withholding, deduction, set off or counter-claim), within thirty days of the performance date of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the ServicesResolution IT’s invoice. 6.2 The Supplier will invoice 9.4 Resolution IT shall be entitled to offset any monies owed to the Customer as specified in the Agreement. Each invoice will include such supporting information required against any monies owed to Resolution IT. 9.5 Invoices shall be deemed accepted by the Customer to verify unless a written objection, which clearly identifies the accuracy reason for the dispute is received by Resolution IT within ten Working Days of the invoice including but not limited to the relevant Purchase Order number and a breakdown date of the Services supplied in invoice. If the invoice period. 6.3 Customer disputes the invoice, the parties shall make all reasonable endeavours to resolve the dispute promptly. In consideration the event that the dispute has not been resolved within fifteen Working Days of the supply receipt by Resolution IT of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under letter, the dispute shall be escalated in accordance with the provisions of Clause 18 of this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 9.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a fails to make any payment in respect of an undisputed amount is not made by the Customer Goods or Services by the due date, then Resolution IT shall be entitled to take one or more actions: 9.6.1 Suspend the provision of Services to the Customer will pay until such time as the Supplier outstanding invoice(s) is/are paid; 9.6.2 Charge the Customer interest at the rate of 2.5% per calendar month, on any amount outstanding from the due date to the date of actual payment and such interest shall accrue on a daily basis; 9.6.3 Terminate this Agreement; 9.6.4 Recover from the Customer damages for any costs or losses suffered by Resolution IT as a result of the Customer’s failure to make payment. 9.7 If during the execution of this Agreement Resolution IT incurs reasonable expenses, Resolution IT shall be entitled to charge the Customer at cost for such expenses. 9.8 If Resolution IT is requested to provide Goods or Services in addition to those set out in the Order, Resolution IT shall charge the Customer for the provision of such Goods or Services at its prevailing rates. 9.9 All prices or Charges stated or referred to in this Agreement are exclusive of packing, packaging, shipping, carriage and insurance charge, if applicable. 9.10 All prices or Charges stated or referred to in this Agreement are exclusive of Value Added Tax which if applicable shall be charged in addition at the rate ruling at the tax point. 9.11 All elements of the Charges for Services shall be reviewed by Resolution IT to be effective at the end of the Minimum Term and each subsequent anniversary thereof; and: 9.11.1 Provided that no material changes occur in suppliers’ charges to Resolution IT, the maximum annual increase in the annual charge will not exceed the greater of 7.5% and the prevailing annual retail price index published by the States of Guernsey ; 9.11.2 Any proposed changes in charges will be notified to the Customer in writing not less than ninety days prior to any anniversary. 9.12 Notwithstanding the provisions of clause 9.11, Resolution IT shall be entitled to change its charges for any part of the Services: 9.12.1 If its suppliers changes their charges at any time, by providing the Customer not less than twenty eight day’s notice; 9.12.2 Forthwith if the Customer changes the number of End Users of any service that is priced on a per-user basis; 9.12.3 Forthwith if the Customer requests and Resolution IT agrees to deliver additional Services; 9.12.4 Any other factor that is beyond the reasonable control of Resolution IT, by providing the Customer not less than twenty eight day’s notice. 9.13 Resolution shall charge the Customer for all work that is requested by the Customer which is not covered by or is otherwise excluded from this Agreement as follows: 9.13.1 Work carried out at the Customer’s premises shall be charged at Resolution IT’s prevailing hourly rate subject to a minimum charge for each site-visit of thirty minutes and thereafter for each fifteen minute block or part thereof; 9.13.2 Work carried out remotely shall be charged at Resolution IT’s prevailing hourly rate subject to a minimum charge of fifteen minutes and thereafter for each fifteen minute block or part thereof; 9.13.3 If the Customer requests that work is carried out between the hours of 5.30pm and midnight Monday to Friday or 8am to midnight on Saturday, Resolution shall uplift the Charge set out in sub-clauses 9.13.1 and 9.13.2 by a factor of 1.5; 9.13.4 If the Customer requests that work is carried out between the hours of midnight and 8am Monday to Saturday or at any time on a Sunday or public holiday, Resolution shall uplift the Charge set out in sub-clauses 9.13.1 and 9.13.2 by a factor of 2; 9.13.5 Emergency call outs that require a visit to the Customer’s premises shall be charged at Resolution IT’s prevailing hourly rate subject to a minimum charge for each site-visit which shall be charged at Resolution IT’s prevailing rate for emergency on-site assistance and thereafter for each fifteen minute block or part thereof, which will compensate be subject to uplift as set out in sub-clauses 9.13.3 and 9.13.4. 9.13.6 Emergency call outs that require work to be carried out remotely shall be charged at Resolution IT’s prevailing hourly rate subject to a minimum charge for such loss as has been directly caused by the late payment. The interest each site-visit which shall be charged at Resolution IT’s prevailing rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts for emergency remote assistance and thereafter for each fifteen minute block or part thereof, which will be resolved through the dispute resolution procedure detailed subject to uplift as set out in clause 40sub-clauses 9.13.3 and 9.13.4. 6.8 9.14 Resolution IT shall be entitled to conduct credit checks in respect of the Customer from time to time. 9.15 Resolution IT shall be entitled to require that the Customer pays a deposit before the commencement of Services or during the term of this Agreement if Resolution IT becomes aware of an adverse change to the Customer’s financial standing: 9.15.1 Resolution IT shall be entitled to apply all or any of the deposit against any unpaid charges at its sole discretion; 9.15.2 Deposits shall not attract interest. 9.16 The Supplier will not suspend Company shall be entitled to: 9.16.1 Correct a previously raised invoice for a period of twelve months following the date of the invoice; and 9.16.2 Raise an invoice for supply of the Services unless for a period of twelve months following the Supplier is Client's incurring the Charges; and 9.16.3 The provisions of this sub-clause 9.16 shall continue in force for a period of twelve months following termination of this Agreement, howsoever occasioned. 9.17 If the Customer modifies the Order after the Order has been accepted by Resolution IT, Resolution IT shall be entitled to terminate charge the Customer for all expenses incurred up to the date of the modification. 9.18 Time is of the essence with regard to payments due under the terms of this Agreement for a failure Agreement. 9.19 The Customer hereby consents to pay undisputed sums in accordance with clause 15.2and procures that its directors, owners and officers consent to Resolution IT carrying out such credit reference checks as are deemed reasonable by Resolution IT. The Customer also agrees to provide all information requested by Resolution IT that is necessary to carry out such credit reference checks.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will shall be as set out in the Purchase Order or Award Letter, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will shall invoice the Customer as specified in the AgreementPO. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order purchase order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order PO number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will shall be charged at the prevailing rate. The Customer willshall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedvalue of the Services supplied in accordance with this Agreement. 6.6 6.5 If there is a dispute as to the amount invoiced the Customer will shall pay the undisputed amount. 6.7 6.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will shall pay the Supplier interest at a rate which will shall compensate for such loss as has been directly caused by the late payment. The interest rate will shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000Act 1998. Any disputed amounts will shall be resolved through the dispute resolution procedure detailed in clause 4038. 6.8 6.7 The Supplier will shall not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 9.1. In consideration for the provision of the Services, the Client shall pay the Supplier the Charges in accordance with the Quotation. The Charges shall be paid in pounds sterling. 9.2. Unless otherwise agreed in the Quotation, the Supplier shall invoice the Charges to the Client: 9.3. Unless excluded in any Quotation, the Supplier may increase the Charges no more than once in any 12-month period, always provided that the first such increase shall fall after the first anniversary of the commencement of the Quotation. The Supplier shall give the Client not less than 3 months' notice of any increase. Any such increase shall not exceed the percentage increase, over the last 12 months for which figures are available, in the UK All Items Retail Prices Index or such replacement index as the parties may agree. Any increase in the Charges shall apply with effect from expiry of the Supplier's notice. 9.4. In the event that the Client does not instruct the Supplier to commence providing any Services within 8 weeks of the date on which it was agreed that the Supplier should commence providing those Services then the Supplier may increase the Charges to reflect any increase in costs that the Supplier will suffer as a result of the delay. 9.5. The Supplier reserves the right to demand advanced payment in full to cover any disbursements or expenses incurred by the Supplier including postage or down payments to third party suppliers. 9.6. Unless otherwise agreed in the Quotation, the Client shall reimburse to the Supplier, in addition to the Charges, the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably and properly incurred by the Supplier's employees, subcontractors and agents in the provision of the Services. Any such reimbursement shall be in accordance with any expenses policy, as set out in the Purchase Order Quotation or Award Letteragreed between the parties. If no expenses policy is in place, and will be the full and exclusive remuneration of Client shall reimburse the Supplier in respect for all reasonable expenses. 9.7. The Client shall pay each invoice which is properly due and submitted to it by the Supplier, within 30 days of the performance of the Services. Unless otherwise agreed receipt, to a bank account nominated in writing by the CustomerSupplier. Time for payment shall be of essence to the Quotation. 9.8. All amounts payable by the Client are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Quotation by the Supplier to the Client, the Charges will include every cost and expense Client shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Supplier directly or indirectly incurred in connection with Services at the performance same time as payment is due for the supply of the Services. 6.2 9.9. If the Client fails to make any payment due to the Supplier under the Quotation by the due date for payment, then, without limiting the Supplier's remedies under clause 16, the Client shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank 's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount. 9.10. Where the parties have agreed that the Client is to make payments by instalments, if the Client fails to make any single payment due to the Supplier will under the Quotation by the due date for payment, then, without limiting the Supplier’s remedies under clause 16, the Supplier shall have the authority to: invoice the Customer Client for all Charges under the Quotation and payment must be made in accordance with clause 9.6; and suspend Services. 9.11. All amounts due under the Quotation shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodlaw). 6.3 In consideration of the supply of the Services 9.12. Any Charges quoted in any samples, drawings, descriptive matter or advertising issued by the Supplier, are published for the Customer will pay sole purpose of giving an approximate idea of the Supplier Charges and shall not form part of the invoiced amounts no later than 30 days after receipt Quotation or have any contractual force. 9.13. Where multiple activities are required as part of an overall project, each completion of Service(s) or delivery of goods shall be deemed to arise from a valid separate contract. Any invoice which includes a valid Purchase Order number. Payments may for successful delivery or completion of agreed activities shall be withheld or reduced by the Customer payable in full, in the event normal way, without reference to any other instalment under any other contract notwithstanding any defect or default in the delivery or completion of unsatisfactory performance without prejudice to the Customer’s any other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT instalment which will be charged at the prevailing rate. The Customer will, following the receipt of dealt with as a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedseparate and unrelated issue. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will shall be as set out in the Purchase Order or Award Letter, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will shall invoice the Customer as specified in the AgreementPO. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order purchase order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order PO number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s Customer‟s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will shall be charged at the prevailing rate. The Customer willshall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedvalue of the Services supplied in accordance with this Agreement. 6.6 6.5 If there is a dispute as to the amount invoiced the Customer will shall pay the undisputed amount. 6.7 6.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will shall pay the Supplier interest at a rate which will shall compensate for such loss as has been directly caused by the late payment. The interest rate will shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will shall be resolved through the dispute resolution procedure detailed in clause 40. 6.8 6.7 The Supplier will shall not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 5.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Charges to the Supplier in accordance with the invoiced amounts no later than provisions of this Clause [5]. 5.2 The Supplier may issue an invoice for the Charges to the Customer from time to time during the Term. 5.3 The Customer will pay Charges to the Supplier in cleared funds within 30 days after receipt of a valid the date of issue of an invoice issued in accordance with Clause [5.2]. 5.4 All amounts payable under the Agreement are exclusive of all sales, value-added, withholding and other taxes and duties which includes a valid Purchase Order number. Payments may will be withheld or reduced payable by the Customer in (except for taxes payable on the event of unsatisfactory performance without prejudice to Supplier's net income, which will be payable by the Customer’s other rights and remedies under this AgreementSupplier). 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in 5.5 Charges must be paid by bank transfer (using such sub-contract which requires payment to be made of all sums due details as are notified by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoiceCustomer). 6.5 All amounts stated are exclusive of VAT which will be charged at 5.6 If the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, does not pay any amount properly due to the Supplier a sum equal to under or in connection with the VAT chargeable Agreement, the Supplier may: (a) charge the Customer interest on the services supplied.overdue amount at the rate of 5% per year above the base rate of Santander Bank from time to time (which interest will accrue daily until the date of actual payment, be compounded quarterly, and be payable on demand); or 6.6 If there is a dispute as to the amount invoiced (b) claim interest and statutory compensation from the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in pursuant to the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts Act 1998. 5.7 The Supplier may elect to vary the Charges / Daily Rate by giving to the Customer not less than 30 days' written notice of the variation expiring at the end of the Agreement. 5.8 The Customer will reimburse the Supplier in respect of the Expenses and the Supplier may invoice in respect of Expenses at any time after the relevant Expenses have been incurred by the Supplier, providing that the Supplier must obtain the Customer's prior written consent before incurring Expenses exceeding an agreed limit. (a) With regard to travel costs (where this will involve air travel) the routing, times, carrier and class of the air travel will be resolved through agreed between the dispute resolution procedure detailed Supplier and the Customer in clause 40advance of any work being accomplished. Where considered necessary (such as longer duration of flights) the class of air travel will be business class. 6.8 (b) Both UK and destination airport transfer costs will be met by the Customer. 5.9 The Supplier will not suspend will: (a) ensure that the supply personnel providing the Services complete records of their time spent providing those Services; (b) collect and collate evidence of all Expenses; (c) retain such records and evidence during the Term and for a period of 12 months following the end of the Services unless Term; and (d) supply such records and evidence to the Supplier is entitled Customer within 10 Business Days following receipt of a written request to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2do so.

CHARGES AND PAYMENT. 6.1 7.1 The Charges Supplier shall invoice The Client for Fees and Expenses. All sums due shall be invoiced and paid as specified in the applicable Call Off Agreement and Terms. The Client will pay The Supplier’s invoices by BACs or Faster Payments thirty (30) days from the receipt thereof. 7.2 The Client’s obligations under this clause shall be performed without any right of The Client to invoke set-off, deductions, withholdings or other similar rights. 7.3 The Client shall be charged on a daily basis at the rates quoted on the Call Off Terms, additional hours worked will be charged on an hourly pro rata basis. The Supplier may revise the charges in any published updates to the Digital Market Place. 7.4 The Supplier shall be entitled to charge The Client for any travel or subsistence expenses reasonably incurred by the individuals whom The Supplier engages in connection with the Services and for the Services will be as set out in the Purchase Order or Award Letter, cost of services provided by third parties and will be the full and exclusive remuneration of the required by The Supplier in respect of for the performance of the Services, and for the cost of any materials (including Third Party Materials). Unless The Supplier may invoice The Client for such expenses or costs at any time. 7.5 Where Charges are on a time and materials basis in relation to Services, The Supplier shall invoice The Client in arrears on the basis of the Call Off Agreement and Terms and any estimate provided by The Supplier in the Call Off Agreement and Terms (or as otherwise agreed in writing by the Customerparties in writing). Amounts invoiced in arrears shall be reconciled against actual time taken by The Supplier from time to time and The Supplier shall adjust future invoices, issue credit notes or further invoices as applicable in relation to such Charges. 7.6 Where the Proposal includes an Advance to be payable by The Client, the Advance shall be invoiced on the Commencement Date in addition to the Charges will include every cost and expense of shall be credited against the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 Charges to be invoiced by The Supplier will invoice after the Customer as specified in the AgreementCancellation Period has expired. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but Specific resources shall not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of be assured for the Services by The Supplier unless and until the Supplier, the Customer will pay the Supplier the invoiced amounts no later Advance is paid. 7.7 Invoices may not be disputed more than 30 seven (7) days after receipt they are issued. Time is of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event essence for payment of unsatisfactory performance without prejudice to the Customer’s other rights and remedies any sum under this Agreement. 6.4 Where 7.8 All amounts payable by The Client under the Supplier enters into a sub-contract for the purpose Contract are priced exclusive of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoiceVAT. 6.5 All amounts stated are exclusive 7.9 Without limiting any other right or remedy of VAT which will be charged at The Supplier if The Client fails to make any payment due to The Supplier under the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due datedate for payment: 7.9.1 The Supplier may immediately suspend provision of the Services; and/or 7.9.2 If The Supplier has reallocated its resources, then the Customer will pay the Supplier interest at a rate which will compensate any timetable for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified provision of Services set out in the Late Payment Call Off Terms shall no longer apply and the parties shall meet to agree a separate timetable; and/or 7.9.3 The Supplier shall have the right to charge statutory interest and VAT on the overdue amount at the rate of Commercial Debts eight (Interest) Xxx 0000. Any disputed amounts will be resolved through 8) per cent plus the dispute resolution procedure detailed in clause 40then Bank of England base rate accruing on a daily basis from the due date for payment until the date of actual payment of the overdue amount, whether before or after judgment. 6.8 7.9.4 If the Services are suspended The Supplier will may apply a re-connection charge equivalent to one month’s charges for the relevant Services. 7.9.5 In the event of any dispute with regard to a portion of an invoice, the undisputed portion shall be paid as normal. 7.10 Estimates are subject to change if based on incorrect information provided by The Client, or if any specified dependencies / facilities are not suspend the supply of the Services unless the Supplier is entitled available on time, or if any equipment required to terminate this Agreement for a failure be provided by The Client fails to pay undisputed sums in accordance with clause 15.2operate correctly.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-sub- contract which requires payment to be made of all sums due by the Supplier to the sub-sub- contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges 4.1. Customer shall pay Steerio the charges specified in the Order Form for Customer’s use of the System and the Services will be as set out in (the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services“Charges”). Unless otherwise agreed stated in writing by the CustomerOrder Form, the Charges are (a) stated in Euros, (b) exclusive of value added or equivalent tax, which if payable, will include every cost be additionally payable by Customer at the appropriate rate, and expense (c) non-cancellable and non-refundable (except if this agreement is terminated by Customer for Steerio's material breach, in which case Steerio will refund any prepaid fees covering the remainder of the Supplier directly or indirectly incurred in connection with then-current Subscription Term). Customer shall pay the performance Charges at the beginning of the Servicessubscription term upon receiving Xxxxxxx's invoice. There are no refunds or credits for partially used periods or number of Users. 6.2 The Supplier will invoice 4.2. Subscription Fees shall be invoiced on or around the Customer “Effective Date” for the initial Subscription Term (each as specified in the AgreementOrder Form) and at the beginning of each subsequent renewal period (as specified in the Order Form) (“Renewal Periods”) in advance thereafter (or in accordance with section 1.2). Each invoice will include such supporting information required Professional Services fees shall be invoiced in accordance with the Order Form. 4.3. Customer shall reimburse Steerio for any transaction fees that may be incurred by the Customer to verify the accuracy Xxxxxxx in connection with payments of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to Charges due from the Customer’s other rights bank. Customer shall be responsible for, and remedies under this Agreementnot withhold or deduct, any taxes on the Charges. 6.4 Where 4.4. If Steerio has not received payment within 30 days of receipt of an invoice and has contacted (or attempted to contact) Customer both by email and by telephone referring to its rights of suspension, then (a) Steerio may disable Customer's access to the Supplier enters into System and suspend the Services, and (b) interest shall accrue on a sub-contract daily basis at an annual rate equal to 3% over the then current base lending rate of Steerio’s Banks in France. If a Charge is 30 days or more overdue, then Customer shall reimburse Steerio for Xxxxxxx's reasonable costs incurred in the collection of the overdue amount from Customer. 4.5. Steerio may increase the Subscription Fees at the start of each Renewal Period by giving not less than 60 days' prior written notice to Customer. 4.6. If Customer registers for a free trial or a freemium subscription for the purpose Services, Steerio will make such Services available to Customer on a trial or freemium basis free of performing charge until the earlier of (i) the end of the free trial period applicable to Customer; (ii) the start date of any paid subscription purchased by Customer for such Services; or (iii) termination of the trial or the freemium subscription at any time by Steerio or Customer, in its obligations under this Agreement, it will ensure that sole discretion. 4.7. Steerio reserves the right to use a provision is included in such subthird party PCI-contract which requires DSS compliant payment to be made of processor for all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the billing and receipt of a valid invoicepayments made within the System. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges charges for the Services will be as are set out in the Purchase Order or Award LetterSchedule C of this Agreement, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. The charges are in Cayman Islands Dollars. Unless otherwise agreed in writing by the Customer, the Charges will charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 . The Supplier will shall invoice the Customer as specified in on completion of the AgreementServices. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 invoice. In consideration of the supply of the Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than within 30 days after receipt of the date of a valid correctly rendered invoice which includes to a valid Purchase Order number. Payments may be withheld or reduced bank account nominated in writing by the Supplier. If the Customer in the event of unsatisfactory performance without prejudice fails to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into make a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to under the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Agreement by the due date, then the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will pay accrue at 3% per annum. The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier interest in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request. The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate which will compensate of exchange for such loss as has been directly caused the purpose of set-off. Any exercise by the late payment. The interest rate will Customer of its rights under this clause shall not be at a rate higher than limit or affect any other rights or remedies available to it under the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Agreement or otherwise. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 8.1 The Charges price for the Services will Goods: (a) shall be as the price set out in the Purchase Order Order, or Award Letterif no price is quoted, the price agreed between the parties verbally or in writing prior; and (b) shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer. 8.2 The charges for the Services shall be set out in the Order, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The 8.3 In respect of the Goods, the Supplier will shall invoice the Customer as specified in on or at any time after completion of delivery. In respect of Services, the AgreementSupplier shall invoice the Customer on completion of the Services. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice invoice, including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodpurchase order number. 6.3 8.4 In consideration of the supply of the Goods and/or Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 within 60 days after receipt of the date of a valid correctly rendered invoice which includes to a valid Purchase Order number. Payments may be withheld or reduced bank account nominated in writing by the Supplier. 8.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due Contract by the Supplier to the sub-contractor within a specified period not exceeding 30 days from Customer, the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willshall, following the on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services suppliedsupply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services. 6.6 8.6 If there is the Customer fails to make a dispute as payment due to the amount invoiced Supplier under the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due date, then the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.6 will pay accrue each day at 2% a year above Barclays Bank plc’s base rate from time to time. This clause does not apply to disputed invoices. 8.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier interest in providing the Services, and the Supplier shall allow the Customer to inspect such records at a rate which will compensate for such loss as has been directly caused all reasonable times on request. 8.8 The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by the late payment. The interest rate will Customer of its rights under this clause shall not be at a rate higher than limit or affect any other rights or remedies available to it under the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Contract orotherwise. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 8.1 The Charges price for the Services will Goods: 8.1.1 shall be as the price set out in the Purchase Order Order, or Award Letterif no price is quoted, the price set out in the Supplier's published price list in force at the Commencement Date; and 8.1.2 shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer. 8.2 The charges for the Services shall be set out in the Order, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The 8.3 In respect of the Goods, the Supplier will shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on completion of the Services or as otherwise specified in the AgreementOrder. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice invoice, including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodpurchase order number. 6.3 8.4 In consideration of the supply of the Goods and/or Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 within 90 days after receipt of the date of a valid correctly rendered invoice which includes to a valid Purchase Order number. Payments may be withheld or reduced bank account nominated in writing by the Supplier. 8.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due Contract by the Supplier to the sub-contractor within a specified period not exceeding 30 days from Customer, the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willshall, following the on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services suppliedsupply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services. 6.6 8.6 If there is the Customer fails to make a dispute as payment due to the amount invoiced Supplier under the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due date, then the Customer will shall pay interest on the Supplier interest at a rate which will compensate for such loss as has been directly caused by overdue sum from the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply due date until payment of the Services unless overdue sum, whether before or after judgment. Interest under this clause 8.6 will accrue each day at 4% a year above the Supplier Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2below 0%.