Common use of CHARGES AND PAYMENT Clause in Contracts

CHARGES AND PAYMENT. 8.1. In consideration of the provision of the Services, the Customer shall pay to the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 8.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 and Schedule 1. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the 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 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the Supplier in the performance of the Servicesappropriate rate. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 8.5 The Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specified, additional User Subscriptions purchased pursuant to 3.3 at the Charges start of each Renewal Period upon 90 days' prior notice to the Customer and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration of the provision of the Services, the 8.1 The Customer shall pay to the Supplier the Charges. Unless specifiedLicence Fee for use of the Software . 8.2 The Customer shall pay to the Supplier the Hosting Fee for the Hosting Services and the Maintenance Fee for the Support Services. 8.3 All amounts and fees due from the Customer shall be payable in pounds sterling and are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.4 Save where the Customer holds an Annual Licence, the Supplier shall invoice the Customer monthly on the first day of each month for: (a) the Hosting Fee and Maintenance Fee for that month; and (b) the Licence Fee for that month; and (c) any other Fees (including fees in respect of optional file storage) for that month. 8.5 Where the Customer has an Annual Licence, the Supplier shall invoice the Customer on the Start Date and on each anniversary of the Start Date during the Licence Term for: (a) the Hosting Fee and Maintenance Fee for the next 12 months; (b) the Licence Fee for the next 12 months; and (c) any other fixed fees (including fees in respect of optional file storage) for the next 12 months. If a Party has served a notice prior to an invoice date to terminate the Annual Licence, references in this clause 8.5 to the “next 12 months” shall be deemed to refer to “the unexpired notice period”. If the Customer requests any additional Support Services during the Licence Term the applicable fees and/or expenses shall be invoiced on acceptance of the request or otherwise as provided in these Terms and Conditions. Where any such fees are periodic, they shall be invoiced for the period up to the next anniversary of the Start Date. 8.6 Each invoice is due and payable 30 days after the invoice date. If the Supplier has not received payment by after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; (b) the Supplier may, at its option, restrict or deny the Customer's access to the Supplier costs Software; and (c) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Lloyds Bank PLC at the date the relevant invoice was issued, commencing on the due date and expenses incurred by the Supplier in the performance of the Servicescontinuing until fully paid, whether before or after judgment. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 8.7 The Supplier shall not be entitled to charge increase the Licence Fee payable and/or the Hosting Fee payable on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each twelve month anniversary of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow Start Date upon 90 days’ prior notice to the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses Key Information Sheet shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Client shall pay the charges to FSI in accordance with this clause 9 and Schedule 3. 9.2 Payment shall be due in full 30 days following the date of each invoice issued by FSI in accordance with this agreement. 9.3 FSI reserves the right, where it deems it appropriate, to invoice for Products, Services or Hardware in advance of delivery or agreed milestones if applicable milestones are unreasonably delayed by the Client’s acts or omissions. 9.4 Time for payment is of the provision essence. If FSI has not received any payment on its the due date, and without prejudice to any other rights and remedies of FSI: (a) FSI may, without liability to the Client, disable the Client’s and its Authorised Users’ access to all or part of the Services, the Customer shall pay to the Supplier the Charges. Unless specified, the Customer Services and FSI shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. while the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheetsinvoice(s) concerned remain unpaid; and 8.2.6. (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the Supplier then current base lending rate of FSI's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 All amounts and fees stated or referred to in this agreement: (a) are, unless expressly provided otherwise in this agreement, non- cancellable and non-refundable; and (b) are exclusive of value added tax, which shall maintain complete be added to FSI's invoices at the appropriate rate. 9.6 Ongoing charges (particularly monthly costs, base system costs, maintenance and accurate records support, monthly module charges and monthly user fees) may be increased by FSI at least once annually in each year of the time spent and materials used Term by giving the Supplier in providing the Services in such form as the Customer Client at least three months’ prior written notice. Schedule 3 shall approve. The Supplier shall allow the Customer and its agents be deemed to inspect and take copies of such records at all reasonable times on requesthave been amended accordingly following any increase. 8.39.7 Parts of the Products or Services (for example FSI GO™ and FSI Dreamscape™) will be charged in accordance with FSI's standard rates when certain limits are exceeded, e.g. number of authorised users, storage space (per GB), memory (per GB) and API Calls (per blocks of call). All Charges FSI’s standard rates are expressed exclusive amended from time to time and FSI shall give the Client: (a) at least 30 days’ prior written notice of VAT. The Customer shall pay any increase to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or pricing in respect of the Chargesshared Hosted Environments; and (b) at least three months’ prior written notice of any increase to pricing in respect of dedicated Hosted Environments. Schedule 3 shall be deemed to have been amended accordingly following any increase. 8.49.8 FSI shall be reimbursed for all expenses reasonably incurred by it in connection with Professional Services to the Client. Unless otherwise specifiedExpenses include mileage at 65p per mile (which may be increased upon three months’ written notice), the Charges fares, accommodation, subsistence and any reimbursable costs and other miscellaneous expenses shall be invoiced monthly in arrearsassociated with any site visits. Invoices No expenses apply for agreed expenses shall be payable only if accompanied by site visits where the Client’s premises are located within a detailed breakdown 50-mile radius of the expenses and relevant receiptsFSI’s Basildon (UK) HQ. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Customer shall pay the Subscription Fees to Technology Forge for the User Subscriptions in accordance with this clause 9 and Schedule 1. 9.2 The Customer shall on the Effective Date provide to Technology Forge approved purchase order information acceptable to Technology Forge and any other relevant valid, up-to-date and complete contact and billing details. 9.3 Technology Forge shall submit a correct invoice to the Customer no earlier than 10 days in advance forthwith in respect of all Subscription Fees payable in respect of the provision Initial Subscription Term and prior to each anniversary of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period], and the Customer shall pay each invoice within 10 (ten) days of the date of such invoice. 9.4 If Technology Forge has not received payment within 30 (thirty) days after the due date, and without prejudice to any other rights and remedies of Technology Forge: (a) Technology Forge may, without liability to the Supplier Customer, disable the Charges. Unless specifiedCustomer’s password, account and access to all or part of the Customer Services and Technology Forge shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services.Services while the invoice(s) concerned remain unpaid; and 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials b) Technology Forge shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge make late payment charges in accordance with the Late Payment of Commercial Debts (interest) Act 1998 for the period beginning on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has date on which payment is due and ending on the Customer’s prior written consent date on which payment is made. 9.5 All amounts and fees stated or referred to do soin this agreement: (a) shall be payable in pounds sterling; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services(b) are, subject to clause 13.4(b), non-cancellable and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoicenon- refundable; 8.2.5. each invoice (c) are exclusive of value added tax, which shall set out be added to Technology Forge's invoice(s) at the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestappropriate rate. 8.3. All Charges are expressed exclusive of VAT. The Customer 9.6 Technology Forge shall pay be entitled to increase the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specified, additional User Subscriptions purchased pursuant to clause 3.3 at the Charges start of each Renewal Period upon 90 (ninety) days' prior notice to the Customer and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Customer shall pay the Price including the Subscription Fees and Usage Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and the Statement of Price. 9.2 The Supplier shall invoice the provision Customer through the Supplier’s preferred invoicing method on a monthly basis for all Subscription Fees, Usage Fees relating to minimum Volume Capacity and Usage Fees, and any other fees specified in the Statement of Price or otherwise agreed, which have been incurred during the Services, previous month or are payable monthly in advance and the Customer shall pay each invoice within 30 days after the receipt of such invoice. 9.3 If the Supplier has not received payment in full within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: a. the Supplier may, without liability to the Customer, suspend and/or disable the Customer’s or any Authorised Users’ password, account and access to all or part of the G- Cloud Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the G-Cloud Services while the invoice(s) concerned remain unpaid; and b. interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank plc or its successor at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.4 All amounts and fees stated or referred to in this Agreement: a. shall be payable in pounds sterling; b. are, subject to clause 13.4, non-cancellable and non- refundable; c. are exclusive of Value Added Tax and all taxes or duties which may be levied or based upon price and other sums payable or any part thereof. Value Added Tax and all such taxes and duties (with the exception of any tax levied or based upon the income of the Supplier) shall be paid by the Customer as additional charges hereunder; and d. shall be paid free and clear of all deductions or withholdings whatsoever unless the same are required by law, in which case the Customer undertakes to pay to the Supplier costs and expenses incurred /or indemnify the Supplier for such additional amounts as are necessary in order that the net amounts received by the Supplier in the performance of the Services. 8.2. Where Services are provided on a time after all deductions and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier withholdings shall not be entitled less than such payments would have been in the absence of any requirement to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use make such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestdeduction or withholding. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and Schedule 1. 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to xxxx such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 14.1, on each anniversary of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 14.1, at least 14 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 14 days after the date of such invoice. (c) The customer, if agreed with the supplier, can choose to make monthly instalments. In this case, the customer will receive a notification of payment 14 days before the 1st of each month and the payment will have to be cleared before the next month begins. 9.3 If the Supplier has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Supplier's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling (GBP or £); (b) are, subject to clause 13.4(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the appropriate rate. 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier in shall charge the performance of Customer, and the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. Customer shall pay, the Supplier’s standard daily fee rates for each person then current excess data storage fees. The Supplier’s excess data storage fees current as at the Effective Date are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays);set out in Schedule 1. 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 9.6 The Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specified, additional User Subscriptions purchased pursuant to clause 3.3 and/or the Charges excess storage fees payable pursuant to clause 9.5 at the start of each Renewal Period upon 90 days' prior notice to the Customer and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 5.1 The Customer is liable for the cost of the provision non-refundable exhibitor support package fee or management fee on receipt of the completed Order Form. 5.2 The Supplier shall invoice the cost of the exhibitor support package or management fee and send a further invoice to the Customer for the space, stand build or place allocated at the exhibition or event or other services supplied as relevant. 5.3 The Customer shall pay each invoice submitted by the Supplier: (a) within 14 days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract. 5.4 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 the Supplier to the Customer, the 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 Services at the same time as payment is due for the supply of the Services. 5.5 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under Clause 8, 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 5.5 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 below 0%. 5.6 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) by the Customer; the Supplier reserves the right to set any government grant due to the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay against any monies owed to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. 9.1 In consideration of the provision of the ServicesServices and any other Deliverables, the Customer shall pay to the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier Charges set out in the performance of the ServicesPricing Document. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. 9.2 The Customer shall pay to Montvieux the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or Charges in respect of the Charges. 8.4. Unless otherwise specified, Work by bank transfer to a bank account nominated by Xxxxxxxxx applying best endeavours to meet the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown objectives of the expenses HMG Prompt Payment Code and relevant receipts. 8.5. Payment of invoices in relation its application to which there is SME’s as per xxxxx://xxx.xxx.xx/guidance/prompt-payment-policy but no bona fide dispute shall be made in full later than within 30 days of submission of an invoice by Xxxxxxxxx, otherwise Montvieux reserves the date right to make additional charges for late payment. 9.3 Unless otherwise stated in this Agreement, the Charges are exclusive of invoiceany Value Added Tax, sales tax or similar, and any taxes, duties or imposts chargeable thereon all of which shall be payable by the Customer as an additional charge. Payment of invoices in relation to which there is a bona fide dispute All payments due from the Customer shall be made without deduction of any set-offs, taxes, charges and other duties (including any withholding or income taxes). 9.4 If the Customer disputes any invoice or part thereof, the Customer shall immediately notify Xxxxxxxxx in writing of the reasons therefore. The Customer shall immediately pay the undisputed portion of the invoice and the Parties shall seek to resolve the dispute within 45 days 14 days, and in the absence of settlement a resolution the provisions of Clause 20 (Dispute Resolution) shall apply. Upon resolution of the dispute. The time for payment of , such sum as is agreed by the Charges Parties as payable shall not be of paid immediately to Xxxxxxxxx, together with any interest due under Clause 8.5. 9.5 If the essence of Customer fails to pay Xxxxxxxxx any sum due pursuant to this Agreement. 8.6. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market will be liable to pay interest to Xxxxxxxxx on such sums from the due date for payment calculated by reference to (i) the applicable rate due under the Late Payment of Commercial Debts (Interest) Act 1998; or (ii) an annual rate equivalent to the base lending rate of exchange for the purpose Bank of set-offEngland, plus 8 percentage points. Any exercise Such interest shall accrue on a daily basis until payment is made, whether before or after any judgement. 9.6 Whenever under this Agreement any sum of money shall be recoverable from or payable by the Customer, Montvieux may deduct the same from any sum then due to the Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwiseany other contract between Montvieux and the Customer.

CHARGES AND PAYMENT. 8.1‌ 7.1 The Customer shall pay the Subscription Fees to Ramboll for the User Subscriptions in accordance with this clause 7 and the Supply Agreement. 7.2 The Customer shall on the Effective Date provide to Ramboll valid, up-to-date approved purchase order information acceptable to Ramboll and any other relevant valid, up-to-date and complete contact and billing details. In consideration Ramboll shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 12.1, at least 30 days prior to each anniversary of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 21 days after the date of such invoice. 7.3 If Ramboll has not received payment within 21 days after the due date, and without prejudice to any other rights and remedies of Ramboll: (a) Ramboll may, without liability to the Supplier Customer, disable the Charges. Unless specifiedCustomer's password, account and access to all or part of the Customer Software and Ramboll shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. while the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheetsinvoice(s) concerned remain unpaid; and 8.2.6. (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the Supplier shall maintain complete and accurate records then current base lending rate of the time spent and materials used central bank of the country prescribed by the Supplier Applicable Law, commencing on the due date and continuing until fully paid, whether before or after judgment. 7.4 All amounts and fees stated or referred to in providing this Agreement: (a) shall be payable in the Services currency defined in such form as the Customer Supply Agreement; (b) are, subject to clause 11.3(b), non- cancellable and non-refundable; (c) are exclusive of value added tax, which shall approvebe added to Ramboll's invoice(s) at the appropriate rate. Subscription Fees do not include applicable taxes. The Supplier shall allow Customer agrees to bear and be responsible for the Customer and its agents to inspect and take copies payment of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VATtaxes, except for taxes based upon Ramboll’s income, including but not limited to, withholding, all sales, use, rental receipt, personal property, customs duties or levies or other taxes, which may be levied or assessed in connection with this Agreement. The Customer shall pay such tax when due or reimburse Ramboll as Ramboll may request. If any tax is required to the Supplier, in addition to the Chargesbe paid by Ramboll, the full amount of VAT (if any) which is properly chargeable by the Supplier such tax, including any interest and penalties, will be billed to the Customer on separately, whether or not this Agreement is then in effect, and promptly paid by the Customer. 7.5 Ramboll shall be entitled to increase the Subscription Fees, the fees payable in respect of the Charges. 8.4. Unless otherwise specifiedadditional User Subscriptions purchased pursuant to clause 3.3, the Charges support fees payable pursuant to clause 4.2 at the start of each Renewal Period upon 90 days' prior notice to the Customer and any reimbursable costs and expenses the Supply Agreement shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration of the provision of the Services, the 9.1 The Customer shall pay the Fees to the Supplier in accordance with this clause 9 and each Order Form. 9.2 The Subscription Fees shall be payable annually in advance with respect to each Contract Year, and the Charges. Unless specifiedFees for services other than Subscription Services shall be payable in advance unless stated to the contrary in the relevant Order Form. 9.3 The Customer shall pay each invoice in accordance with the payment terms specified on the Order Form. 9.4 If the Supplier has not received payment within 28 days after the due date, and without prejudice to any other rights and remedies of the Customer Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services.Services while the invoice(s) concerned remain unpaid; and 8.2. Where Services are provided (b) interest shall accrue on a time and materials basis: 8.2.1. daily basis on such due amounts at an annual rate equal to 3% over the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each then current base lending rate of the Supplier’s personnel bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 All amounts and fees stated or referred to in this agreement: (a) shall be accompanied by timesheets; andpayable in currency specified on the Order Form; 8.2.6. (b) are, subject to clause 13.3(b), non-cancellable and non-refundable; (c) are exclusive of all taxes (including any sales or value added taxes) and similar assessments, which shall be added to such amounts in the Supplier shall maintain complete and accurate records of relevant invoice. 9.6 As between the time spent and materials used by the Supplier in providing the Services in such form as Parties, the Customer shall approve. The Supplier shall allow the be liable for any sales, use, excise, value-added, services, consumption and other taxes and duties on amounts payable by Customer and its agents to inspect and take copies in respect of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable any services supplied or provided by the Supplier to the Customer on or Customer. 9.7 The Supplier shall be entitled to increase the Subscription Fees and the fees payable in respect of the Charges. 8.4. Unless otherwise specified, additional Units purchased pursuant to clause 3.2 at the Charges start of each Renewal Subscription Term upon 90 days’ prior notice to the Customer and any reimbursable costs and expenses the relevant Order Form shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Customer shall pay the Subscription Fees to Security Alliance for the User Subscriptions in accordance with this clause 9 and Schedule 1 and the fees for Additional Services in accordance with Schedule 1 and the relevant Statement of Work. 9.2 The Customer shall on the Effective Date provide to Security Alliance a valid approved purchase order acceptable to Security Alliance and any other relevant valid, up-to-date and complete contact and billing details and Security Alliance shall invoice the Customer: 9.2.1 on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and 9.2.2 subject to clause 13.1, at least thirty (30) days prior to each anniversary of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within thirty (30) days after the date of such invoice. 9.3 If Security Alliance has not received payment within fourteen (14) days after the due date, and without prejudice to any other rights and remedies of Security Alliance: 9.3.1 Security Alliance may, without liability to the Supplier Customer, disable the Charges. Unless specifiedCustomer's password, account and access to all or part of the Customer Services and Security Alliance shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to three (3)% over the Supplier costs and expenses incurred by the Supplier then current base lending rate of Security Alliance’s bankers in the performance of UK from time to time, commencing on the Servicesdue date and continuing until fully paid, whether before or after judgment. 8.2. Where Services are provided on a time 9.4 All amounts and materials basisfees stated or referred to in this Agreement: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays)9.4.1 shall be payable in pounds sterling; 8.2.2. all materials 9.4.2 are, subject to clause 12.3.2 and clause 13.4, non-cancellable and non- refundable; 9.4.3 are exclusive of value added tax, which shall be supplied added to Security Alliance’s invoice(s) at cost unless specified;the appropriate rate. 8.2.3. the Supplier 9.5 Not used 9.6 Security Alliance shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specifiedadditional User Subscriptions purchased pursuant to clause 3.3, the Charges fees payable for Additional Services pursuant to a Statement of Work, at the start of each Renewal Period upon ninety (90) days' prior notice to the Customer and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration of the provision of the Services, the 8.1 The Customer shall pay to the Supplier the Charges. Unless specified, Licence Fee for use of the Software. 8.2 The Customer shall pay to the Supplier the Maintenance Fee for the Services. 8.3 All amounts and fees due from the Customer shall be payable in pounds sterling and are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.4 The Supplier shall invoice the Customer on the Start Date and on each anniversary of the Start Date during the Licence Term for: (a) the Licence Fee for the next twelve months; and (b) the Maintenance Fee for the next twelve months; and (c) any other fixed fees and expenses due and payable for the next twelve months. If a party has served a notice prior to an invoice date to terminate the Licence, references in this clause 8.4 to the “next 12 months” shall be deemed to refer to the “unexpired notice period”. If the Customer requests any additional Services during the Licence Term or otherwise becomes liable to pay any expenses of the Supplier, such fees and/or expenses shall be invoiced on acceptance of the request or otherwise as provided in these Terms and Conditions. Where any such fees are periodic, they shall be invoiced for the period up to the next anniversary of the Start Date. 8.5 Each invoice is due and payable 30 days after the invoice date. If the Supplier has not received payment by after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; (b) the Supplier may, at its option, restrict or deny the Customer's access to the Supplier costs Software; and (c) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Lloyds Bank PLC at the date the relevant invoice was issued, commencing on the due date and expenses incurred by the Supplier in the performance of the Servicescontinuing until fully paid, whether before or after judgment. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 8.6 The Supplier shall not be entitled to charge increase the Licence Fee payable and/or the Maintenance Fee payable on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each twelve month anniversary of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow Start Date upon 90 days’ prior notice to the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses Key Information Sheet shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. 9.1 In consideration of for the provision of the Services, the Customer shall pay the charges in accordance with this clause 9 (the ’Charges’). 9.2 SDT shall invoice the Customer according to the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier billing period set out in the performance Order and the Charges will be calculated using the details recorded by SDT. 9.3 The Customer agrees to pay the whole amount of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eightCharges (without any withholding, deduction, set off or counter-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if anyclaim) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 fourteen days of the date of SDT’s invoice. 9.4 SDT shall be entitled to offset any monies owed to the Customer against any monies owed to SDT. 9.5 Invoices shall be deemed accepted by the Customer unless a written objection, which clearly identifies the reason for the dispute is received by SDT within five Working Days of the date of the invoice. Payment If the Customer disputes the invoice, the parties shall make all reasonable endeavours to resolve the dispute promptly. In the event that the dispute has not been resolved within ten Working Days of invoices in relation to which there is a bona fide the receipt by SDT of the Customer’s letter, the dispute shall be made within 45 days escalated in accordance with the provisions of settlement of the dispute. The time for payment of the Charges shall not be of the essence clause 18 of this Agreement. 8.6. 9.6 If the liabilities Customer fails to make any payment in respect of Goods or Services on a timely basis, SDT shall be set off are expressed in different currencies, entitled to take one or more of the following actions: (a) Suspend the provision of the Services to the Customer may convert either liability under clause 12.1 below until such time as the outstanding invoice(s) is/are paid; (b) Charge the Customer interest at a market the rate of exchange for 6% per annum above the purpose prevailing Bank of set-off. Any exercise by England base lending rate, on any amount outstanding from the due date to the date of actual payment and such interest shall accrue on a daily basis; (c) Terminate this Agreement under clause 11.1 below; (d) Recover from the Customer damages for any costs or losses suffered by SDT as a result of the Customer’s failure to make payment. 9.7 If during the performance of its rights under this clause shall not limit or affect any other rights or remedies available to it obligations under this Agreement SDT incurs reasonable expenses, SDT shall be entitled to charge the Customer at cost for such expenses. 9.8 If SDT is requested to provide Goods or otherwiseServices in addition to those set out in the Order, SDT 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 charges, if applicable. 9.10 All prices or Charges stated or referred to in this Agreement are exclusive of Value Added Tax which shall be charged in addition at the rate ruling at the tax point. 9.11 The Charges for the Services may be changed by SDT at the end of the Minimum Term and each subsequent anniversary thereof and any proposed changes to the Charges will be notified to the Customer in writing not less than sixty days prior to the end of the Minimum Term and any anniversary thereof. 9.12 Notwithstanding the provisions of clause 9.11, SDT shall be entitled to increase its Charges for any part of the Services at any time if its suppliers increase their charges, by providing the Customer with not less than thirty days’ written notice of any such increase. 9.13 SDT shall be entitled to conduct credit checks in respect of the Customer from time to time. 9.14 SDT may request that the Customer pays a deposit before the commencement of the Services or during the term of this Agreement if SDT becomes aware of an adverse change to the Customer’s financial standing and: (a) SDT shall be entitled to apply all or any of the deposit against any unpaid charges at its sole discretion; (b) Deposits shall not attract interest. 9.15 If the Customer elects not to pay for the Services by direct debit, SDT shall levy a monthly handling charge which shall be charged at SDT’s prevailing rate, as set out in the Tariff. 9.16 If a Customer’s direct debit fails to clear, SDT shall be entitled to levy a handling charge, which shall be charged at SDT’s prevailing rate, as set out in the Tariff. 9.17 If the Customer requests additional billing reports, SDT shall levy a monthly handling charge which shall be charged at SDT’s prevailing rate, as set out in the Tariff. 9.18 If the Customer asks SDT to modify the Order after the Order has been accepted by SDT and SDT accepts the Customer’s request, SDT shall be entitled to charge the Customer for all costs, charges and expenses incurred up to the date of the modification. 9.19 Time is of the essence with regard to all payments due under the terms of this Agreement.

CHARGES AND PAYMENT. 8.17.1. In consideration of the provision of the ServicesServices by Ceox in accordance with this Agreement, the Customer shall pay the Charges to Ceox as detailed in the Supplier the ChargesCall Off Contract. 7.2. Unless specified, the The Customer shall be under no obligation to reimburse to the Supplier costs Ceox for all actual and reasonable travel and other out-of-pocket expenses including, but not limited to, train travel, airfares, hotels and meals reasonably incurred by the Supplier Ceox in the performance of the Services. 8.27.3. Where Services The Charges and all other amounts stated or referred to in this Agreement are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis exclusive of an eight-hour dayvalue added tax, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials which shall be supplied added to Ceox's invoice(s) at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestappropriate rate. 8.37.4. All Charges are expressed exclusive subject to an annual increase, on the anniversary of VATthe commencement date, in line with the prevailing Retail Price Index percentage. 7.5. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT all invoices within thirty (if any30) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of from the date of invoicean undisputed invoice from Ceox (Due Date). Payment Interest shall accrue on any overdue amounts at the rate of invoices 3% over the Bank of England base rate, commencing on the Due Date and continuing until fully paid, whether before or after the judgement. 7.6. If the Customer receives an invoice which it reasonably believes includes a sum which is not valid and properly due: 7.6.1. the Customer shall notify Ceox in relation writing as soon as reasonably practicable; 7.6.2. the Customer's failure to which there is a bona fide dispute shall be made within 45 days of settlement of pay the dispute. The time for payment of the disputed Charges shall not be of the essence deemed to be a breach of this Agreement; 7.6.3. the Customer shall pay the balance of the invoice which is not in dispute by the Due Date; 7.6.4. to the extent that the Customer is obliged, following resolution of the dispute, to pay an amount, then Xxxx may charge interest in accordance with clause 7.5 from the original Due Date until the date of payment; and 7.6.5. once the dispute has been resolved, where either party is required to make a balancing payment, it shall do so within ten (10) Business Days and, where Ceox is required to issue a credit note, it shall do so within ten (10) Business Days. 8.67.7. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate full payment of exchange for the purpose of set-off. Any exercise an undisputed invoice is not made by the Customer within ten (10) Business Days following the Due Date then, without prejudice to Ceox’s other rights, Ceox may suspend any further deliveries of its rights under this clause shall not limit or affect any other rights or remedies available to it Services and/or Deliverables under this Agreement (or otherwiseany other contract between Ceox and the Customer) until payment is made in full. 7.8. Ceox may alter the amount of any Charges for the Services during the Service Term, to pass on to the Customer any increase in charges related to the provision of the Services which are imposed by a third-party supplier on Ceox. 7.9. Ceox may alter the amount of any Charges for the Services during the Service Term, to pass on to the Customer any increase in charges related to the provision of the Services which are imposed by a third-party supplier on Ceox.

CHARGES AND PAYMENT. 8.1. 7.1 In consideration of for the provision of the Services, the Customer shall pay Red Bee the Charges in accordance with this clause 7 and Schedule 2. 7.2 Customer shall pay the Charges via credit card, and payment shall be administered by the Payment Services Provider. 7.3 By submitting its credit card details to the Supplier Payment Services Provider, the Customer hereby agrees to and authorises the Payment Services Provider to: (a) charge the Customer’s registered credit card, or any individual’s credit card registered on behalf of the Customer during the registration process, for all Charges payable in accordance with this Contract, including all applicable taxes and levies; and (b) collect, use, retain and disclose personal data in accordance with the Red Bee Privacy Policy and the Payment Services Provider’s privacy policy set out at: xxxxx://xxxxxx.xxx/en-nl/privacy), as amended from time to time. 7.4 Provision of the Services is conditional on the Customer accepting all terms and conditions of the Payment Services Provider which govern the on-line payment of the Charges. Unless specifiedCustomer acknowledges that Red Bee shall not be liable for any aspect of the service provided by the Payment Services Provider. 7.5 The Charges due for the first Service Month will be charged to the Customer’s credit card on the Commencement Date. The Charges for each subsequent Service Month, as set out in Schedule 2, will be automatically deducted from Customer’s credit card on a recurring, monthly basis at the commencement of each subsequent Service Month, unless otherwise stated in Schedule 2. Any Charges incurred by the Customer for additional services or usage, shall be paid in accordance with Schedule 2. 7.6 All amounts payable by the Customer exclude value added tax (VAT), which the Customer shall additionally be liable to pay to Red Bee at the prevailing rate (if applicable). 7.7 Red Bee may increase the Charges at any time. Where Customer does not accept the increase to the Charges, the Customer may terminate this Contract in accordance with clause 9. 7.8 Where the Payment Services Provider is unable to process payment of any of the Charges using the credit card provided by Customer for any reason, Red Bee shall be entitled to immediately suspend provision of the Services or to terminate this Contract, at its sole discretion. Where Customer fails to pay any of the Charges by credit card, Red Bee shall issue an invoice to Customer for all outstanding amounts, including an administration fee of five (5) Euros, which amounts shall be due and payable in full within seven (7) days of the date of the invoice, free and clear of all withholding taxes and without any right of set-off, counterclaim or deduction. 7.9 Late payment of any amounts due under this Contract are subject to a late payment interest rate according to the Dutch legal interest (‘wettelijke rente’) on all amounts not paid on or before the due date. In addition, the Customer shall be under no obligation to reimburse to the Supplier responsible for any reasonable costs and expenses incurred by the Supplier in the performance of the Servicesrecovery including legal fees. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration ‌ 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and Schedule 1. 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to xxxx such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 14.1, on each anniversary of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice 30 days after the date of such invoice. 9.3 If the Supplier has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Natwest at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 13.4(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the Supplier in the performance of the Servicesappropriate rate. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 9.5 The Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specified, additional User Subscriptions purchased pursuant to clause 3.3 at the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown start of the expenses and relevant receipts. 8.5. Payment of invoices in relation each Renewal Period upon 90 days' prior notice to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwiseand Schedule 1.

CHARGES AND PAYMENT. 8.1. 9.1 In consideration of the provision of the Services, the Customer shall pay the charges in accordance with this Clause 9 (the ’Charges’). 9.2 TMB shall invoice the Customer according to the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier billing period set out in the performance Order and charges will be calculated using the details recorded by TMB. 9.3 The Customer agrees to pay the whole amount of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eightCharges (without any withholding, deduction, set off or counter-hour dayclaim), worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 thirty days of the date of TMB’s invoice, unless otherwise agreed in writing. 9.4 TMB shall be entitled to offset any monies owed to the Customer against any monies owed to TMB. 9.5 Invoices shall be deemed accepted by the Customer unless a written objection, which clearly identifies the reason for the dispute is received by TMB within ten Working Days of the date of the invoice. Payment If the Customer disputes the invoice, the parties shall make all reasonable endeavours to resolve the dispute promptly. In the event that the dispute has not been resolved within thirty Working Days of invoices in relation to which there is a bona fide the receipt by TMB of the Customer’s letter, the dispute shall be made within 45 days escalated in accordance with the provisions of settlement of the dispute. The time for payment of the Charges shall not be of the essence Clause 18 of this Agreement. 8.6. 9.6 If the liabilities Customer fails to make any payment in respect of Goods or Services by the due date, TMB shall be entitled to take one or more actions: 9.6.1 Suspend the provision of Services to the Customer until such time as the outstanding invoice(s) is/are paid; 9.6.2 Charge the Customer interest at the rate of 4% per annum above the prevailing Bank of England base rate, 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 TMB as a result of the Customer’s failure to make payment. 9.7 If during the execution of this Agreement TMB incurs reasonable expenses, TMB shall be entitled to charge the Customer at cost for such expenses. 9.8 If TMB is requested to provide Goods or Services in addition to those set out in the Order, TMB 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 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 TMB to be set off effective at the end of the Minimum Term and each subsequent anniversary thereof; and: 9.11.1 Changes to Charges that are expressed less than the prevailing increase in different currencies, the Retail Price Index shall not be notified to the Customer; 9.11.2 Any proposed changes in charges that exceed the increase in the Retail Price Index will be notified to the Customer may convert either liability at a market rate in writing not less than ninety days prior to any anniversary. 9.12 Notwithstanding the provisions of exchange clause 9.11, TMB shall be entitled to increase its charges for any part of the purpose of set-off. Any exercise Services if its suppliers increase their charges due to their increased costs: 9.12.1 At any time by providing the Customer not less than twenty eight day’s notice; 9.13 TMB shall be entitled to conduct credit checks in respect of the Customer from time to time. 9.14 TMB shall be entitled to require that the Customer pays a deposit before the commencement of Services or during the term of this Agreement if TMB becomes aware of an adverse change to the Customer’s financial standing: 9.14.1 TMB shall be entitled to apply all or any of the deposit against any unpaid charges at its rights under this clause sole discretion; 9.14.2 Deposits shall not limit attract interest. 9.15 If the Customer elects not to pay for Services by direct debit, TMB shall levy a monthly handling charge which shall be charged at TMB’s prevailing rate. 9.16 TMB shall be entitled to raise or affect any other rights or remedies available correct an invoice issued to it the Customer for a period of twelve months following the date of the invoice and 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 TMB, TMB shall be entitled to charge the Customer for all expenses incurred up to the date of the modification. 9.18 The Customer hereby consents to and procures that its directors, owners and officers consent to TMB carrying out such credit reference checks as are deemed reasonable by TMB. The Customer also agrees to provide all information requested by TMB that is necessary to carry out such credit reference checks. 9.19 Time is of the essence with regard to payments due under the terms of this Agreement or otherwiseAgreement.

CHARGES AND PAYMENT. 8.1. 10.1 In consideration for the supply of Goods and/or provision of Services by or on behalf of 4SIGHT, the Client agrees to pay the applicable Charges. 10.2 Unless otherwise stated, the Charges for Goods are exclusive of all costs and charges of packaging, insurance and transport of the Goods, which will be paid in addition by the Client when the Client pays for the Goods. 10.3 In respect of Goods and/or Services, 4SIGHT may: 10.3.1 invoice the Client as stated in the Work Order or as otherwise agreed in writing, before, upon or at any time after completion of delivery of the Goods and/or provision of the Services; or 10.3.2 where 4SIGHT is required to make an advance purchase of Goods or, where applicable, procure licences, resources, components or other materials necessary for the provision of the Services, requiring capital expenditure on the Customer part of 4SIGHT, 4SIGHT reserves the right to invoice the Client for the full amount of the Charges or require a deposit against the applicable Charges, and insist on receiving payment in cash or cleared funds in advance of incurring any such expenditure; or, if neither Clauses 10.3.1 or 10.3.2 apply; 10.3.3 the Non-Recurring Charges shall become invoiceable upon signature of the Work Order (or any variation thereto) as appropriate; 10.3.4 subject to Clause 3.4, the Fixed Charge (where applicable) shall be payable in advance from the Service Commencement Date in accordance with the payment frequency set out on the Work Order. The first payment (being for the remainder of the month in which the Service Commencement Date occurs, calculated on a pro-rata time basis, plus the following month / quarter / year, as applicable) shall be invoiceable by 4SIGHT on or following the relevant Service Commencement Date. Subsequent payments shall become invoiceable at the start of the month immediately preceding the month / quarter / year being invoiced; and 10.3.5 Usage Charges (if applicable) shall be invoiceable monthly in arrears. 10.4 With effect from the expiry of the relevant Minimum Term, 4SIGHT shall be entitled to revise the Charges to reflect 4SIGHTs then current standard rates. 10.5 The Client will pay each invoice submitted by 4SIGHT: 10.5.1 within Thirty (30) days of the date of the invoice; and 10.5.2 in full and in cleared funds to a bank account nominated in writing by 4SIGHT. 10.6 All amounts payable by the Client under the Contract are payable in sterling and 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 4SIGHT to the Client, the Client will, on receipt of a valid VAT invoice from 4SIGHT, pay to 4SIGHT such additional amounts in respect of VAT as are chargeable on the Supplier supply of the Charges. Unless specified, Services or Goods at the Customer shall be under no obligation to reimburse to same time as payment is due for the Supplier costs and expenses incurred by supply of the Supplier in the performance Goods or provision of the Services. 8.2. Where Services are provided on a time 10.7 The Client will pay all amounts due under the Contract in full without any deduction or withholding except as required by law and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall Client will not be entitled to assert any credit, set-off or counterclaim against 4SIGHT in order to justify withholding payment of any such amount in whole or in part. 4SIGHT may, without limiting its other rights or remedies, set-off any amount owing to it by the Client against any amount payable by 4SIGHT to the Client. 10.8 If an undisputed invoice (or an undisputed part of an invoice) is not paid in full by the Due Date thereof, then without prejudice to 4SIGHT’s other rights and remedies 4SIGHT reserves the right to: 10.8.1 charge interest on the outstanding sum on a pro-rata daily basis for part-days worked (before as well as after any judgement) until the date of payment, at the Bank of England base rate plus four percent (4%), or if a negative rate, at four percent (4%); and/or 10.8.2 suspend the Services (or any part thereof) in accordance with Clause 16; and/or 10.8.3 use any deposit given by the Supplier’s personnel unless it has the Customer’s prior written consent Client under Clause 10.3.2, to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestpay any outstanding sum. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT 10.9 Any disputes not raised within six (if any6) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days months of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreementinvoice are irrevocably waived. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration of the provision of the Services, the 10.1 The Customer shall pay the Product Fees to Posturite for the Products and Professional Services in accordance with this condition 10 and the Contract Particulars. 10.2 Posturite shall invoice the Customer on or before the Product Commencement Date for the Product Fees payable in respect of the Initial Term and subject to condition 15.1. After the Initial Term, Posturite shall invoice the Customer at least thirty (30) days prior to each anniversary of the Product Commencement Date for the Product Fees payable in respect of the next Renewal Period. 10.3 The Customer shall pay each invoice for Product Fees and Professional Services charges and any other amounts invoiced within 30 days after the date of such invoice and no payment shall be deemed to have been received until Posturite has received cleared funds from the Customer. 10.4 If Posturite has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Posturite: 10.4.1 Posturite may, without liability to the Supplier Customer, disable the Charges. Unless specifiedCustomer’s password, account and access to all or part of the Customer Products and Posturite shall be under no obligation to reimburse provide any or all of the Products or Professional Services while the invoice(s) concerned remain unpaid; and 10.4.2 Posturite may suspend all Professional Services until payment has been made in full; and 10.4.3 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the Supplier costs then current base lending rate of Barclays Bank Plc, commencing on the due date and expenses incurred by the Supplier continuing until fully paid. 10.5 All amounts and fees stated or referred to in the performance Contract shall be payable in pounds sterling and are exclusive of value added tax, which shall be added to Posturite’s invoice(s) at the Servicesappropriate rate. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials 10.6 Posturite shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, Product Fees and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Chargesadditional User Licences purchased pursuant to condition 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and the Contract Particulars shall be deemed to have been amended accordingly. 8.410.7 All sums payable to Posturite under the Contract shall become due immediately on its termination, despite any other provision. Unless otherwise specifiedThis condition 10.7 is without prejudice to any right to claim for interest under the law, or any such right under the Charges and any reimbursable costs and expenses Contract. 10.8 All amounts due under the Contract shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made paid in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of without any set-off. Any exercise , counterclaim, deduction or withholding (other than any deduction or withholding of tax as required 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 or otherwiselaw).

CHARGES AND PAYMENT. 8.1. In consideration of the provision of the Services, the 9.1 The Customer shall pay the Subscription Fees and Additional Services Fees (if incurred) to the Supplier for the ChargesUser Subscriptions and any applicable Additional Services in accordance with this clause and Schedule 2 of the Order Form. 9.2 Payment in respect of the Subscription Services must be received in advance of the year to which those Services relate. Unless specifiedThe Customer agrees to pay for the Additional Services as set out in Schedule 2. If the Supplier has not received payment by the relevant due date, and without prejudice to any other rights and remedies of the Customer Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate equal to 8% over the then current base lending rate of the Bank of England at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.3 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause , non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the appropriate rate. 9.4 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space, bandwidth or downloads specified in the Documentation, the Supplier in shall charge the performance of Customer, and the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. Customer shall pay, the Supplier’s standard daily fee rates for each person then current excess data storage fees. The Supplier’s excess data storage fees current as at the Effective Date are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays);set out in The Order Form 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 9.5 The Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specifiedadditional User Subscriptions purchased pursuant to clause and/or the excess storage, bandwidth or download fees payable pursuant to clause at the Charges start of each Renewal Period or these terms and any reimbursable costs conditions upon 28 days' prior notice to the Customer and expenses The Order Form shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.110.1. In consideration of The Customer shall pay the provision of Subscription Fees to Dashboard Technology Limited for the ServicesUser Subscriptions in accordance with this clause 10 and the Front Sheet, together with any Charges that are due. As indicated on the Front Sheet the Customer shall pay the Subscription Fees either; 10.1.1. annually in advance in accordance with clause 10.3; or 10.1.2. 10.1. 2 monthly in advance in accordance with clause 10.4 10.2. The Subscription Fees shall be calculated on a per User Subscription basis. Where the Customer is entitled to unlimited User Subscriptions, there shall be a minimum Subscription Fee equivalent to the Supplier the Chargesvalue of 3,000 User Subscriptions per annum. 10.3. Unless specified, If the Customer is to pay the Subscription Fees annually in advance, Dashboard Technology Limited shall invoice the Customer at the start of the Initial Subscription Term and on each anniversary of the Effective Date for the relevant Subscription Fees for the forthcoming year. 10.3.1. Where the Customer incurs Charges during the Term, Dashboard Technology Limited shall invoice these monthly in arrears, and such Charges shall be payable within 30 days following receipt of the invoice; 10.3.2. Where the Customer wishes to increase the number of User Subscriptions, it may purchase additional subscriptions, which shall be invoiced in advance, on a pro-rata rate to the end of the pre-paid calendar period. 10.4. If the Customer is to pay the Subscription Fees monthly in advance, Dashboard Technology Limited shall invoice the Customer at the start of each calendar month of the Term for the relevant Subscription Fees. Where the Customer has incurred any Charges during the month, Dashboard Technology Limited shall invoices those in arrears, in addition to the Subscription Fees, which shall be payable within 14 days of the date of the invoice. 10.5. The Customer shall pay any Implementation fees stated on the Front Sheet within 30 days following receipt of invoice from Dashboard Technology Limited. 50% of the fees shall be payable at the date of this agreement and the remaining 50% shall be payable upon successful completion of post testing configuration. 10.6. The Customer shall on the Effective Date provide to Dashboard Technology Limited valid, up-to-date and complete approved purchase order information acceptable to Dashboard Technology Limited and any other relevant valid, up-to-date and complete contact and billing details. 10.7. If Dashboard Technology Limited has not received any payment within 30 days after the relevant due date, and without prejudice to any other rights and remedies of Dashboard Technology Limited: 10.7.1. Dashboard Technology Limited may without liability to the Customer, disable the Customer’s and any Authorised Users’ and Applicants’ password, account and access to all or part of the Services and Dashboard Technology Limited shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; and 10.7.2. interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Bank of England at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 10.8. All amounts and fees stated or referred to in this Agreement: 10.8.1. shall be payable in pounds sterling; 10.8.2. are non-cancellable and non-refundable; 10.8.3. are exclusive of value added tax, which shall be added to Dashboard Technology Limited’s invoice(s) at the appropriate rate. 10.9. If, at any time whilst using the Services, the Customer exceeds a reasonable allocation of storage calculated by reference to the Supplier costs and expenses incurred by the Supplier in the performance number of Authorised Users or is found to be storing documents unnecessarily within the Services, Dashboard Technology Limited may charge the Customer, and the Customer shall pay Dashboard Technology Limited’s then current excess data storage fees which Dashboard Technology Limited shall pass on at cost. 8.210.10. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials Dashboard Technology Limited shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis increase the prices for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services as stated in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesFront Sheet, the amount of VAT (if any) which is properly chargeable by Subscription Fees, the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specified, additional User Subscriptions purchased pursuant to clause 4 and/or any Charges payable pursuant to this clause 10.9 at the Charges start of each Renewal Period upon 90 days' prior notice to the Customer and any reimbursable costs and expenses the Front Sheet shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsamended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.19.1. In consideration of The Customer shall pay the provision of Subscription Fees to the ServicesSupplier for the Services in accordance with this clause 9 and Schedule 1 and the support fees in accordance with clause 4.3 and Schedule 1. 9.2. The Customer shall on the Effective Date provide to the Supplier or its billing agent valid, up-to-date and complete credit or debit card details and where relevant approved purchase order information acceptable to the Supplier or its billing agent and any other relevant valid, up-to-date and complete contact, bank payment and billing details and, if the Customer provides: (a) its credit or debit card or bank details to the Supplier or its billing agent, the Customer hereby authorises the Supplier or its billing agent to charge such bank account or xxxx such credit card: (i) On a month end basis in arrears for Pay as you Go charges; (b) its approved purchase order information to the Supplier or its billing agent, the Supplier or its billing agent shall invoice the Customer: (i) On a month end basis in arrears for Pay as you Go charges; and the Customer shall pay each invoice within 30 days after the date of such invoice, or the due date in accordance with the payment terms of its billing agent, whichever is sooner. 9.3. If the Supplier or its billing agent has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier or its billing agent may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the 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 4% over the then current base lending rate of Royal Bank of Scotland from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.4. All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling in the absence of a currency agreed with the billing agent; (b) are, subject to clause 13.3(b), non-cancellable and non-refundable; (c) are exclusive of value added or other sales tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the Supplier appropriate rate. 9.5. If, at any time whilst using the Services, the Customer exceeds the amount of storage space or transactions or bandwidth as appropriate specified in the performance of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour dayDocumentation, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier Customer shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of pay, the Supplier’s personnel 's then current excess data storage, transaction and be accompanied by timesheets; andbandwidth fees. The Supplier's excess data 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve9.6. The Supplier shall allow be entitled to increase the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specifiedadditional Services purchased pursuant to clause 3.3, the Charges support fees payable pursuant to clause 4.3 and/or the excess storage, transaction or bandwidth fees payable pursuant to clause 9.5 upon 30 days' prior notice to the Customer and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration of the provision of the Services, the 8.1 The Customer shall pay the Subscription Fees to the Supplier for the Charges. Unless specifiedUser Subscriptions in accordance with this clause 8 and the support fees are inclusive of the monthly SaaS costs 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved Purchase Contract information acceptable to the Customer Supplier and any other relevant valid, up-to-date and complete contact and billing details 8.3 Monthly xxxxxxxx will be by Standing Order, Direct Debit mandate, Credit card payment or direct online payment into EC2i’s account only on a fixed monthly date – Yearly upfront payments will be accepted via the Purchase Contact with 30 day terms, however the Services will not be activated until the first payment is received 8.4 If the Supplier has not received payment within 7 days after the due date after the first payment, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to reimburse provide any or all of the 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 4% over the then current base lending rate of Barclays Bank Plc’s base lending rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.5 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the Supplier in the performance of the Servicesappropriate rate. 8.2. Where Services are provided on a time 8.6 The Supplier will review each account monthly and materials basis:advise the client if they have exceeded the data storage allowance we would then give the client 5 working days to fall into the allowance or automatically invoice for the additional storage usage if not rectified in that time. 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 8.7 The Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges Subscription Fees and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be additional support fees payable only if accompanied by a detailed breakdown of the expenses and relevant receiptspursuant to clause 3.3. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Customer shall pay the Subscription Fees to Incaplex for the User Subscriptions in accordance with this Clause 9 and Schedule 1. 9.2 The Customer shall on the Effective Date provide to Incaplex valid, up-to-date and complete credit card details or approved purchase order information acceptable to Incaplex and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: 9.2.1 its credit card details to Incaplex, the Customer hereby authorises Incaplex to bill such credit card: (a) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (b) subject to Clause 14.1, on each Renewal Date for the Subscription Fees payable in respect of the Servicesnext Renewal Period; 9.2.2 its approved purchase order information to Incaplex, Incaplex shall invoice the Customer: (a) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (b) subject to Clause 14.1, at least 15 days prior to each Renewal Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 15 days after the date of such invoice. 9.3 If Incaplex has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Incaplex: 9.3.1 Incaplex may, without liability to the Supplier Customer, disable the Charges. Unless specifiedCustomer's passwords, accounts and access to all or part of the Customer Services and Incaplex shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the ServicesServices while the invoice(s) concerned remain unpaid; and 9.3.2 interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Allied Irish Banks plc at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.2. Where Services are provided on a time 9.4 All amounts and materials basisfees stated or referred to in this Agreement: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays)9.4.1 shall be payable in euro unless otherwise agreed in writing; 8.2.2. all materials 9.4.2 are, subject to Clause 13.4.2, non-cancellable and non-refundable; 9.4.3 are exclusive of value added tax, which shall be supplied added to Incaplex's invoice(s) at cost unless specified;the appropriate rate. 8.2.39.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space data transmission capacity or other limits as are specified in Schedule 1, Incaplex shall charge the Customer, and the Customer shall pay, Incaplex's then current excess data storage, capacity or applicable fees. Incaplex's excess data storage fees and data transmission fees current as at the Supplier Effective Date are set out in Schedule 1. 9.6 Incaplex shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specified, additional User Subscriptions purchased pursuant to Clause 3.3 and/or the Charges excess storage or data transmission fees payable pursuant to Clause 9.5 at the start of each Renewal Period upon 90 days' prior notice to the Customer and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 10.1 The price for Goods: (a) 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 as at the date of the provision Order; and (b) shall be exclusive of all costs and charges of packaging, insurance, transport of the ServicesGoods, which shall be invoiced to the Customer. Delivery to the United Kingdom mainland is free of charge on all Orders in excess of £250.00. 10.2 The Supplier reserves the right to: (a) increase the price of the Goods, by giving notice to the Customer shall pay at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to: (i) any factor beyond the Charges. Unless specified, the Customer shall be under no obligation to reimburse to control of the Supplier costs (including foreign exchange fluctuations, increases in taxes and expenses incurred by the Supplier duties, and increases in the performance of the Services. 8.2. Where Services are provided on a time labour, materials and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidaysother manufacturing costs); 8.2.2. all materials shall be supplied at cost unless specified;(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or 8.2.3. (iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods. 10.3 In respect of Goods, the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies on or at any time after completion of such records at all reasonable times on requestdelivery. 8.3. All Charges are expressed exclusive of VAT. 10.4 The Customer shall pay to each invoice submitted by the Supplier, in addition to the Charges, the amount of VAT : (if anya) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of the invoice. Payment , or (if the Goods are collected from the Supplier’s premises) by the time of invoices collection; and +00 (0)0000 000 000 xxx.xxxxxx.xx.xx (b) in relation full and in cleared funds to which there is a bona fide dispute shall be made within 45 days of settlement of bank account nominated in writing by the dispute. The Supplier, and time for payment of the Charges shall not be of the essence of this Agreementthe Contract. 8.610.5 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). If Where any taxable supply for VAT purposes is made under the liabilities Contract by the Supplier to be set off are expressed in different currenciesthe Customer, the Customer may convert either liability 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 Goods at a market rate of exchange the same time as payment is due for the purpose supply of the Goods. 10.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 16 (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 Yorkshire Bank’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. 10.7 All amounts due under the Contract shall be paid in full without any set-off. Any exercise , counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 10.8 Where payment is agreed to be made by instalments, any delay or default by the Customer in making payment in respect of its rights under this any one instalment shall render all the remaining instalments due forthwith, and interest will be charged in accordance with clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise10.6 with immediate effect until the date of actual payment.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and Schedule 1. 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 14.1, on each anniversary of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice 30 days after the date of such invoice. 9.3 If the Supplier has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Natwest at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 13.4(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the Supplier in the performance of the Servicesappropriate rate. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 9.5 The Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specified, additional User Subscriptions purchased pursuant to clause 3.3 at the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown start of the expenses and relevant receipts. 8.5. Payment of invoices in relation each Renewal Period upon 90 days' prior notice to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwiseand Schedule 1.

CHARGES AND PAYMENT. 8.1. In consideration 8.1 The Customer shall pay the Licence Fees to the Supplier for the User Licences in accordance with this clause 8 and Schedule 1. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Licence Fees payable in respect of the provision Initial Licence Term; and (ii) subject to clause 13.1, on each anniversary of the ServicesEffective Date for the Licence Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Licence Fees payable in respect of the Initial Licence Term; and (ii) subject to clause 13.1, at least 30 days prior to each anniversary of the Effective Date for the Licence Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) the Supplier may at its sole discretion exercise its statutory right to claim interest and compensation for debt recovery costs under applicable late payment legislation at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this Agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 12.4(b) non-cancellable and non-refundable; (c) are exclusive of VAT, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the Supplier in the performance of appropriate rate. 8.5 If, at any time whilst using the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. , the Customer exceeds the Supplier’s standard daily fee rates for each person are calculated on the basis fair usage limit of an eight-hour day1 terabyte of data storage, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not charge the Customer and the Customer shall pay the Supplier’s then current excess data storage fees for so long as the Customer Data storage exceeds this amount. The Supplier’s excess data storage fees current as at the Effective Date are set out in Schedule 1. 8.6 The Supplier shall be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesLicence Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specified, additional User Licences purchased pursuant to clause 3.3 and/or the Charges excess storage fees payable pursuant to clause 8.5 at the start of each Renewal Period upon 90 days' prior notice to the Customer and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration of the provision of the Services, the 7.1 Customer shall pay the Subscription Charges (and any Consultancy Charges, or other charges specified or agreed) to Zymplify in accordance with the Payment Terms. 7.2 Customer will keep its contact information, billing information and credit card information (where applicable) up to date through its account. 7.3 If Customer is paying by credit card or direct debit, it authorizes Zymplify to charge Customer’s credit card or bank account for all fees payable during the Subscription Term. Customer further authorize Zymplify to use a third party to process payments, and consent to the Supplier disclosure of Customer’s payment information to such third party. 7.4 If Zymplify has not received payment of any amount due and owing under the Charges. Unless specifiedAgreement within ten (10) days after the due date, and without prejudice to any other rights and remedies of Zymplify: (a) Zymplify may, without liability to Customer, disable Customer’s and any Authorised Users’ passwords, accounts and access to all or part of the Customer Software and Zymplify shall be under no obligation to reimburse provide any or all of the Services or Support while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate equal to 4% over the Supplier costs then current base lending rate of HSBC plc at the date the relevant invoice was issued, compounded monthly, commencing on the due date and expenses incurred by the Supplier continuing until fully paid, whether before or after judgment, where Zymplify is not satisfied that Customer has not acted reasonably and in good faith in disputing any amount due and owing. If any Subscription Services are suspended for non-payment, Zymplify may charge a re- activation fee to re-activate same.‌ 7.5 All amounts and fees stated or referred to in the performance Agreement: (a) shall be payable in pounds sterling (unless another currency is denominated in the Quotation); (b) are non-cancellable and non-refundable; (c) are exclusive of taxes (including VAT or GST), which shall be added to Zymplify’s invoice(s) at the Servicesappropriate rate. Customer shall have no liability for any taxes based upon Zymplify’s gross revenues or net income. 8.27.6 If Customer is located in the EU, the Customer must provide Zymplify with the VAT registration number under which Customer is registered in Customer’s member state. Where Services are provided on If Customer does not provide Zymplify with a VAT registration number prior to Customer’s transaction being processed, Zymplify will not issue refunds or credits for any VAT that was charged. 7.7 If Customer is required to deduct or withhold any tax, Customer must pay the amount deducted or withheld as required by law and pay Zymplify an additional amount so that Zymplify receives payment in full as if there were no deduction or withholding. 7.8 If, at any time whilst using the Software, Customer exceeds the Licence Restrictions, Zymplify shall charge Customer, and materials basis:Customer shall pay, Zymplify’s then prevailing charges for such excessive use. 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials 7.9 Zymplify shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, Subscription Charges and the Supplier shall use such time sheets to calculate rate for any Consultancy Charges at the charges covered by start of each monthly invoice; 8.2.5Renewal Period in line with the percentage increase in the RPI over either the immediately preceding Renewal Period or Initial Subscription Term (as applicable). each invoice shall The Subscription Charges and Consultancy Charges set out in the time spent by each of the Supplier’s personnel and Quotation shall be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approvedeemed to have been amended accordingly. The Supplier first such increase shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times effect on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment commencement of invoices in relation to which there is a bona fide dispute the first Renewal Period and shall be made within 45 days of settlement of based on the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate of exchange latest available figure for the purpose of set-off. Any exercise by percentage increase in the Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwiseRPI.

CHARGES AND PAYMENT. 8.19.1. In consideration The Customer shall pay the Licence Fees to the Supplier for the Products in accordance with this clause 9 and Schedule 1 and the support fees in accordance with clause 4.3 and Schedule 1. 9.2. Fees charged for any Additional Services purchased by the Customer during the Licence Period will be pro-rated to reflect the residual Licence Period or Renewal Term at time of purchase of the provision of Additional Services. 9.3. The Customer shall on or before the ServicesEffective Date provide to the Supplier or its billing agent valid, up-to-date and complete credit or debit card details and where relevant approved purchase order information acceptable to the Supplier or its billing agent and any other relevant valid, up-to-date and complete contact, bank payment and billing details. Where the Customer provides credit or debit card or bank details to the Supplier or its billing agent, the Customer shall pay hereby authorises the Supplier or its billing agent to charge such bank account or bill such credit card: (a) in advance in relation to the Licence Fees; and (b) in advance in relation to the Additional Services. 9.4. If the Supplier or its billing agent has not received payment within 30 days after the Charges. Unless specifieddue date, and without prejudice to any other rights and remedies of the Customer Supplier: (a) the Supplier or its billing agent may, without liability to the Customer, disable the Customer's account and access to all or part of the Products and the Supplier shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. Products while the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheetsinvoice(s) concerned remain unpaid; and 8.2.6(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Royal Bank of Scotland from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5. All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling in the Supplier absence of a currency agreed with the billing agent; (b) are, subject to clause 13.3(b), non-cancellable and non-refundable; (c) are exclusive of value added or other sales tax, which shall maintain complete and accurate records of be added to the time spent and materials used by Supplier's invoice(s) at the Supplier in providing the Services in such form as the Customer shall approveappropriate rate. 9.6. The Supplier shall allow be entitled to increase the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesLicence Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specifiedadditional Products purchased pursuant to clause 3.3, and/or the Charges support fees payable pursuant to clause 4.3 upon 30 days' prior notice to the Customer and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Customer shall pay the Charges to Portalis in accordance with this clause 9. 9.2 All amounts and fees stated in this Agreement: (a) are exclusive of Value Added Tax and any other applicable taxes, duties and assessments which shall be payable by the Customer in the manner prescribed by law; (b) shall, unless otherwise agreed between the parties, be payable in US dollars; and (c) are non-cancellable and non-refundable. 9.3 The Customer shall on the Commencement Date provide to Portalis valid, up-to-date and complete credit card details or approved purchase order information acceptable to Portalis and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to Portalis, the Customer hereby authorises Portalis to xxxx such credit card: (i) on the Effective Date for the Charges payable in respect of the provision first Year of the Term; and (ii) on each anniversary of the Effective Date for the Charges payable in respect of the next Year; (b) its approved purchase order information to Portalis, Portalis shall invoice the Customer: (i) on the Effective Date for the Charges payable in respect of the first Year of the Term; (ii) at least 30 days prior to each anniversary of the Effective Date for the Charges payable in respect of the next Year, and the Customer shall pay each invoice within 30 days after the date of such invoice, unless other payment terms are agreed between the parties in the Order. 9.4 If the Customer fails to make any payment due to Portalis by the due date for payment then, without prejudice to Portalis's other rights and remedies, Portalis may: (a) charge the Customer interest on the overdue amount at four percent (4%) above the official interest rate of the Bank of England. Such interest shall accrue on a daily basis from the due date of payment until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest immediately on demand by Portalis; and/or (b) without liability to the Customer, suspend access to the User passwords, the Account and access to all or part of the Portalis Services and/or any other services provided under on in connection with this Agreement (or any part of them) while the amounts remain unpaid. 9.5 Portalis shall have the right to vary the Charges from time to time on no less than thirty (30) days' written notice to the Customer, provided that if the Customer does not accept the changes to the Charges the Customer may terminate this Agreement upon at least fourteen (14) days' written notice to Portalis to expire on or before the date set out in Portalis's notice. 9.6 If, at any time whilst using the Portalis Services, the Customer exceeds the following levels: Emails sent: 100,000 /month API calls: maximum of 100 /sec over any 60 second period Database records: 1,000,000 total Data storage including uploaded files: 10GB total. Portalis may terminate this Agreement with immediate effect or at Portalis's discretion the Customer shall pay, Portalis's then current fees for such excess. 9.7 The Charges and other sums payable under this Agreement shall be paid free and clear of all deductions and withholdings whatsoever, unless the deduction or withholding is required by law. If any deduction or withholding is required by law the Customer shall pay to Portalis such sum as will, after the Supplier deduction or withholding has been made, leave Portalis with the Charges. Unless specified, the Customer shall be under no obligation same amount as it would have been entitled to reimburse to the Supplier costs and expenses incurred by the Supplier receive in the performance absence of the Servicesany such requirement to make a deduction or withholding. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. 9.1 In consideration of for the provision of the Services, the Customer shall pay the charges in accordance with this clause 9 (the ’Charges’). 9.2 The Company shall invoice the Customer according to the Supplier billing period set out in the Charges. Unless specified, Order and the Customer shall Charges will be under no obligation to reimburse to calculated using the Supplier costs and expenses incurred details recorded by the Supplier in Company. 9.3 The Customer agrees to pay the performance whole amount of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eightCharges (without any withholding, deduction, set off or counter-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if anyclaim) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 fourteen days of the date of the Company’s invoice. 9.4 The Company shall be entitled to offset any monies owed to the Customer against any monies owed to the Company. 9.5 Invoices shall be deemed accepted by the Customer unless a written objection, which clearly identifies the reason for the dispute is received by the Company within five Working Days of the date of the invoice. Payment If the Customer disputes the invoice, the parties shall make all reasonable endeavours to resolve the dispute promptly. In the event that the dispute has not been resolved within ten Working Days of invoices in relation to which there is a bona fide the receipt by the Company of the Customer’s letter, the dispute shall be made within 45 days escalated in accordance with the provisions of settlement of the dispute. The time for payment of the Charges shall not be of the essence clause 18 of this Agreement. 8.6. 9.6 If the liabilities Customer fails to make any payment in respect of Goods or Services on a timely basis, the Company shall be entitled to take one or more of the following actions: (a) Suspend the provision of the Services to the Customer under clause 12.1 below until such time as the outstanding invoice(s) is/are paid; (b) Charge the Customer interest at the rate of 6% per annum above the prevailing Bank of England base lending rate, on any amount outstanding from the due date to the date of actual payment and such interest shall accrue on a daily basis; (c) Terminate this Agreement under clause 11.1 below; (d) Recover from the Customer damages for any costs or losses suffered by the Company as a result of the Customer’s failure to make payment. 9.7 If during the performance of its obligations under this Agreement the Company incurs reasonable expenses, the Company shall be entitled to charge the Customer at cost for such expenses. 9.8 If the Company is requested to provide Goods or Services in addition to those set off out in the Order, the Company 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 expressed exclusive of packing, packaging, shipping, carriage and insurance charges, if applicable. 9.10 All prices or Charges stated or referred to in different currenciesthis Agreement are exclusive of Value Added Tax which shall be charged in addition at the rate ruling at the tax point. 9.11 The Charges for the Goods and Services may be changed by the Company at the end of the Minimum Term and each subsequent anniversary thereof and any proposed changes to the Charges will be notified to the Customer in writing not less than sixty days prior to the end of the Minimum Term and any anniversary thereof. 9.12 Notwithstanding the provisions of clause 9.11, the Customer may convert either liability at a market rate of exchange acknowledges that because the Charges for the purpose of set-off. Any exercise Services are based upon volumes used by the Customer (including storage capacity for live data and back up data), the Charges for the Services may change from month-to-month and the Company may increase the Charges for the Services on a monthly basis without notice to the Customer. 9.13 Notwithstanding the provisions of clauses 9.11 and 9.12, the Company shall be entitled to increase its rights under Charges for any part of the Services at any time if its suppliers increase their charges, by providing the Customer with not less than thirty days’ written notice of any such increase. 9.14 With respect to network services (including EFM, Leased Lines and MetroEthernet), the Charges quoted by the Company are subject to site survey and may vary according to local conditions not known to the Company at the time of contracting. Should the Charges be subject to material variation after a site survey, the provisioning process will be put on hold, and the Customer has the right to either agree to the variation in Charges or terminate this clause Agreement in writing. The Customer shall reimburse the Company for any site survey costs reasonably and properly incurred should the Customer terminate this Agreement during the provisioning process in any instance where the Charges are not subject to any material variation following the site survey. 9.15 The Company shall be entitled to conduct credit checks in respect of the Customer from time to time. 9.16 The Company may request that the Customer pays a deposit before the commencement of the Services or during the term of this Agreement if the Company becomes aware of an adverse change to the Customer’s financial standing and: (a) The Company shall be entitled to apply all or any of the deposit against any unpaid charges at its sole discretion; (b) Deposits shall not limit or affect any other rights or remedies available attract interest. 9.17 If the Customer elects not to it pay for the Services by direct debit, the Company shall levy a monthly handling charge which shall be charged at the Company’s prevailing rate, as set out in the Tariff. 9.18 If a Customer’s direct debit fails to clear, the Company shall be entitled to levy a handling charge, which shall be charged at the Company’s prevailing rate, as set out in the Tariff. 9.19 If the Customer requests additional billing reports, the Company shall levy a monthly handling charge which shall be charged at the Company’s prevailing rate, as set out in the Tariff. 9.20 If the Customer asks the Company to modify the Order after the Order has been accepted by the Company and the Company accepts the Customer’s request, the Company shall be entitled to charge the Customer for all costs, charges and expenses incurred up to the date of the modification. 9.21 Time is of the essence with regard to all payments due under the terms of this Agreement or otherwiseAgreement.

CHARGES AND PAYMENT. 8.1. 9.1 In consideration of for the provision of the Services and/or supply of the Goods (as applicable) and unless otherwise agreed in the applicable Order, Customer shall pay Supplier the Charges in accordance with this Clause 9 and the Contract Details. 9.2 The price for the Goods shall be: (a) the price set out in the Order; and (b) unless otherwise agreed in writing between the parties, inclusive of the costs of packaging, insurance, carriage and installation (if applicable) of the Goods. 9.3 In respect of Services, the Customer Charges shall pay to the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier include all costs and expenses incurred by of the Supplier directly or indirectly incurred in connection with the performance of the ServicesServices unless otherwise agreed between the parties in writing. 8.2. Where Services are provided on 9.4 All amounts payable by Customer exclude amounts in respect of value added tax or other applicable sales tax which Customer shall additionally be liable to pay to Supplier at the prevailing rate (if applicable), subject to receipt of a time and materials basis:valid VAT (or other applicable sales tax) invoice. 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis 9.5 In respect of an eight-hour dayGoods, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled submit accurate invoices for the Charges (plus VAT or other applicable sales tax, if applicable) to charge on a pro-rata basis for part-days worked by Customer within one month after delivery of the Supplier’s personnel Goods unless it has otherwise agreed between the Customer’s prior written consent to do so;parties in writing. 8.2.4. the 9.6 In respect of Services, Supplier shall ensure that submit accurate invoices for the Supplier’s personnel complete time sheets recording time spent on Charges (plus VAT or other applicable sales tax, if applicable) to Customer at the Servicesintervals specified in the Contract Details, and but if no such intervals are so specified, monthly in arrears for Services supplied in the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5preceding month. each Each invoice shall set out the time spent by each include a full description of the Supplier’s personnel Services provided (including time spent) and be accompanied all supporting information reasonably required by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestCustomer. 8.3. All Charges are expressed exclusive of VAT. The 9.7 Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) each undisputed invoice which is properly chargeable due and submitted to it by the Supplier, within 60 days of receipt, to a bank account nominated in writing by Supplier. 9.8 Customer may at any time, without notice to Supplier, set off any liability of Supplier to the Customer on against any liability of Customer to Supplier, whether either liability is present or in respect of the Charges. 8.4. Unless otherwise specifiedfuture, the Charges liquidated or unliquidated, and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall whether or not be of the essence of this either liability arises under an Agreement. 8.6. If the liabilities to 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 clause Clause 9.8 shall not limit or affect any other rights or remedies available to it under this an Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Customer shall pay the Subscription Fees to CHL for the User Subscriptions in accordance with this clause 9 and the Order. 9.2 The Customer shall on the Effective Date provide to CHL valid, up-to-date and complete credit card details or approved purchase order information acceptable to CHL and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to CHL, the Customer hereby authorises CHL to xxxx such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 14.1, on each anniversary of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to CHL, CHL shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 14.1, at least 14 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 7 days after the date of such invoice. 9.3 If CHL has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of CHL: (a) CHL may, without liability to the Supplier Customer, disable the Charges. Unless specified, Customer’s account and access to all or part of the Customer Services and CHL shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate equal to 3% over the Supplier costs and expenses incurred by the Supplier then current base lending rate of CHL's bankers in the performance UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in the currency quoted; (b) are, subject to clause 13.4(b), non-cancellable and non-refundable; (c) are exclusive of value added tax (if applicable), which shall be added to CHL's invoice(s) at the appropriate rate. 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Order, CHL shall charge the Customer, and the Customer shall pay, CHL’s then current excess data storage fees. CHL’s excess data storage fees current as at the Effective Date are set out in the Order. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials 9.6 CHL shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specified, additional User Subscriptions purchased pursuant to clause 3.2 and/or the Charges excess storage fees payable pursuant to clause 9.5 upon 30 days' prior notice to the Customer and any reimbursable costs and expenses the Order shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 8.1 The Customer shall pay the Fees to Gravicus in accordance with this clause 8. 8.2 The Customer shall on the date of this Agreement provide to Gravicus valid, up-to-date and complete contact and billing details and Gravicus shall invoice the provision of Customer for the ServicesFees, as and when payable, and the Customer shall pay each invoice within 7 days after the date of such invoice. 8.3 If Gravicus has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of Gravicus: (a) Gravicus may, without liability to the Supplier Customer, disable the Charges. Unless specifiedCustomer’s password, account and access to all or part of the Customer Services and Gravicus shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate equal to 4% over the Supplier costs and expenses incurred by the Supplier then current base lending rate of Gravicus's bankers in the performance of UK at the Servicesdate the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials 8.4 Gravicus shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has Fees with effect from any time from each anniversary of the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the ServicesCommencement Date, and the Supplier shall use such time sheets no more frequently than once every 12 months, upon 30 days' prior notice to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents this Agreement shall be deemed to inspect and take copies of such records at all reasonable times on requesthave been amended accordingly. 8.3. 8.5 All Charges are expressed exclusive amounts and fees stated or referred to in this Agreement: (a) shall be payable in pounds sterling or such other as specified in the Sign-up; (b) shall be payable: (i) monthly in advance in respect of VAT. The Customer shall pay to the Supplier, monthly subscriptions; (ii) annually in addition to the Charges, the amount advance in respect of VAT (if any) which is properly chargeable by the Supplier to the Customer annual subscriptions; or on such other dates or in respect of such other periods as are specified in the Charges.Sign-up; 8.4. Unless otherwise specified, the Charges (c) are non-cancellable and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of setnon-off. 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 or otherwise.refundable; and

CHARGES AND PAYMENT. 8.1. In consideration of the provision of the Services, the 8.1 The Customer shall pay the Subscription Fees to FilesThruTheAir™ for the Account Type in accordance with this clause monthly in advance by credit or debit card through the WorldPay system. 8.2 FilesThruTheAir™ will render monthly invoices detailing the amount due for the following month. 8.3 If FilesThruTheAir™ has not received payment within 7 days after the date of the invoice, and without prejudice to any other rights and remedies of FilesThruTheAir™: (a) FilesThruTheAir™ may, without liability to the Supplier Customer, disable the Charges. Unless specifiedCustomer’s passwords, accounts and access to all or part of the Customer Service and FilesThruTheAir™ shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the ServicesService while the payment(s) concerned remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Xxxxxxx’x Bank at the date the Customer defaulted on the relevant payment, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.2. Where Services are provided on a time 8.4 All amounts and materials basisfees stated or referred to in this Agreement: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays)a) shall be payable in pounds sterling or US Dollars; 8.2.2. all materials (b) are non-cancellable and non-refundable; and (c) are exclusive of value added tax, which shall be supplied added at cost unless specified;the appropriate rate. 8.2.3. 8.5 If, at any time whilst using the Supplier Service, the Customer exceeds the number of sensors permitted in its purchased Account Type, FilesThruTheAir™ shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Chargespay, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or current charges in respect of the ChargesAccount Type appropriate to the number of Sensors used by the Customer. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses 8.6 FilesThruTheAir™ shall be invoiced monthly in arrearsentitled to increase the Subscription Fees upon 30 days notice to the Customer. Invoices for agreed expenses In addition, FilesThruTheAir™ shall be entitled to recover the fees payable only if accompanied by a detailed breakdown in respect of the expenses excess sensor usage pursuant to clause 8.5 immediately and relevant receiptsshall account for such fees in the monthly payment from the Customer. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 As a condition of its use of and access to the provision of the ServicesServices (except on a Trial Basis strictly as set out in clause 4), the Customer shall pay the Subscription Fees to KEL for the Supplier Permitted Usage in accordance with this clause 9 and the Charges. Unless specified, the Registration Form. 9.2 The Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eightEffective Date provide to KEL valid, up-hour day, worked between 8.00 am to-date and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled complete payment means acceptable to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VATKEL. The Customer shall pay hereby authorises KEL to debit the Supplier, in addition to Subscription Fees: (i) on the Charges, Effective Date for the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or Subscription Fees payable in respect of the ChargesInitial Subscription Term; and (ii) subject to clause 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period. 8.4. Unless otherwise specified, the Charges 9.3 All amounts and any reimbursable costs and expenses shall be invoiced monthly fees stated or referred to in arrears. Invoices for agreed expenses this Agreement: (a) shall be payable only if accompanied by a detailed breakdown in the currency specified on the Registration Form; (b) are, subject to clause 11.4(b), non-cancellable and non-refundable; (c) are exclusive of value added tax or sales tax (as applicable), which shall be added to KEL's invoice(s) at the expenses and relevant receiptsappropriate rate. 8.5. Payment of invoices in relation to which there is no bona fide dispute 9.4 KEL shall be made entitled to increase the Subscription Fees at the start of each Renewal Period upon 90 days' prior notice to the Customer and the Subscription Fees shall be deemed to have been amended accordingly. 9.5 The Subscription Fees are billed annually in advance. Payments are non-refundable, and no refunds or credits will be given for any partial use within any subscription period. No refunds or credits will be provided in the event that the Customer does not utilise all its allocation of Permitted Usage, or cancels any User accounts except as otherwise permitted under this Agreement. 9.6 KEL reserves the right to suspend Customer’s access to the Services by giving 30 days’ prior written notice if Customer fails to pay KEL the full within 30 days amount of the date of invoice. Payment of invoices in relation any outstanding fees and charges that are not subject to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwisedue dates.

CHARGES AND PAYMENT. 8.1. In consideration of 9.1 The Customer shall pay the provision of Subscription Fees to the ServicesSupplier for the User Subscriptions in accordance with this clause 9 and Schedule 1 [and the support fees in accordance with clause 4.3 and Schedule 1]. 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up- to-date and complete contact and billing details and, if the Customer provides: 9.2.1 its credit card details to the Supplier, the Customer shall pay hereby authorises the Supplier to bill such credit card: (a) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (b) subject to clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; 9.2.2 its approved purchase order information to the Supplier the Charges. Unless specifiedSupplier, the Customer Supplier shall invoice the Customer: (a) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (b) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, 9.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.3.1 the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.3.2 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 HSBC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.4 All amounts and fees stated or referred to in this agreement: 9.4.1 shall be payable in pounds sterling; 9.4.2 are, subject to clause 13.3.2, non-cancellable and non-refundable; 9.4.3 are exclusive of value added tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the Supplier appropriate rate. 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the performance of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour dayDocumentation, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage fees. The Supplier's excess data storage fees current as at the Effective Date are set out in Schedule 1. 9.6 The Supplier shall be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specifiedadditional User Subscriptions purchased pursuant to clause 3.3, the Charges support fees payable pursuant to clause 4.3 and/or the excess storage fees payable pursuant to clause 9.5 at the start of each Renewal Period upon 90 days' prior notice to the Customer and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. 8.1 In consideration of the provision of the ServicesWorks by the Supplier, the Customer shall pay to the SoW Charges. 8.2 The Supplier shall invoice the ChargesCustomer for the SoW Charges at the intervals specified, or on the achievement of the Milestones indicated, in the Statement of Work. Unless If no intervals are so specified, the Supplier shall invoice the Customer shall be under no obligation to reimburse to at the Supplier costs and expenses incurred by the Supplier in the performance end of the Serviceseach month for Works performed during that month. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. 8.3 Unless The Customer shall pay each invoice submitted to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable it by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment the invoice to a bank account nominated in writing by the Supplier from time to time. 8.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under this agreement on the due date: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of invoices in relation to which there is a bona fide dispute the Services and the Supplier shall be made within 45 days of settlement under no obligation to provide any or all of the dispute. The time for payment 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 8% over the then current base lending rate of the Charges shall not be of Supplier's bankers in the essence of this AgreementUK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.6. If 8.5 All sums payable to the liabilities to be set off Supplier under this agreement: (a) are expressed in different currenciesexclusive of VAT, and the Customer may convert either liability at shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a market rate of exchange for the purpose of VAT invoice; and (b) shall be paid in full without any set-off. Any exercise , counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 8.6 Where Charges relate to future payments for Third Party Software the Supplier shall use all reasonable endeavours to ensure that the Charges remain at the amount set out in the Statement of Work, but the Supplier reserves the right to increase such Charges in line with any incremental increase passed on to it by the Third Party Supplier provided the Supplier has given the Customer at least 3 months’ written notice of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwisesuch increase before the payment date as set out in the Statement of Work.

CHARGES AND PAYMENT. 8.1. In consideration of 9.1 The Customer shall pay the provision of Subscription Fees to the ServicesSupplier for the User Subscriptions in accordance with this clause 9 and the Schedules hereto. 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides its credit card details to the Supplier, the Customer shall pay hereby authorises the Supplier to bill such credit card: 9.2.1 on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and 9.2.2 subject to clause 14.1, on the first day of any Renewal Period, for the Subscription Fees payable in respect of the next Renewal Period. 9.3 If the Supplier has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.3.1 the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.4 All amounts and fees stated or referred to in this agreement: 9.4.1 shall be payable in pounds sterling; 9.4.2 are, subject to clause 13.4.2, non-cancellable and non- refundable; 9.4.3 are exclusive of value added tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the Supplier appropriate rate. 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the performance of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour dayDocumentation, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage fees. The Supplier's excess data storage fees current as at the Effective Date are set out in Schedule 1. 9.6 The Supplier shall be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specified, additional User Subscriptions purchased pursuant to clause 3.3 and/or the Charges excess storage fees payable pursuant to clause 9.5 at the start of each Renewal Period and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration ‌ 8.1 The Customer shall pay the Fees to the Supplier for the Services in accordance with this clause 8 and Schedule 2.‌ 8.2 The Customer shall on the Date of Contract provide to the Supplier valid, up-to-date approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) as per the agreed payment schedule as set out in schedule 2; and (ii) subject to clause 13.1, at least 30 days prior to each anniversary of the provision Effective Date for the Subscription Fees payable in respect of the Servicesnext Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 Where the payment schedule in schedule 2 stipulates payment via Direct Debit the Customer shall, on the Date of Contract, complete the Direct Debit mandate provided by the Supplier. Furthermore, the Customer shall pay ensure the Direct Debit Mandate remains effective throughout the Subscription Term 8.4 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Subscription Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the Subscription 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 4% over the then current base lending rate of Barclays Bank plc, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.5 All amounts and fees stated or referred to in this Agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 11.3(c), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the Supplier in the performance of the Servicesappropriate rate. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 8.6 The Supplier shall not be entitled to charge on a pro-rata basis for part-days worked increase the Subscription Fees, at the start of each Renewal Period by the Supplier’s personnel unless it has the Customer’s giving 30 days' prior written consent notice to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses Schedule 2 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration of the provision of the Services, the Customer 11.1 The Subscriber shall pay the Subscription Fees and / or Support fees to the Supplier on a monthly, quarterly or annual basis in accordance with the Chargespayment plan and other terms outlined on the Order Form which forms part of this Agreement. Unless specifiedThe Suppliers pricing is available for all territories at xxx.XxxxxXxxxx.xxx/xxxxxxx. 11.2 The Subscriber shall on the Effective Date provide to the Supplier valid, up- to-date and complete credit or debit card or bank account details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Subscriber provides its credit or debit card or bank account details to the Supplier, the Customer Subscriber hereby authorises the Supplier to xxxx such credit or debit card or to debit the Supplier’s bank account in accordance with the payment plan selected by the Subscriber. 11.3 If the Supplier has not received payment within 14 days after any due date, and without prejudice to any other rights and remedies of the Supplier: ● the Supplier may, without liability to the Subscriber, disable the Subscriber’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; and ● 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 Allied Irish Banks Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 11.4 If the Supplier then receives payment for the outstanding Subscription Fees, the Supplier reserves the right to charge a Reconnection Fee commensurate to the Supplier costs Subscriber’s monthly Subscription Fee in the Subscriber’s territory. 11.5 All amounts and expenses incurred by fees stated or referred to in this Agreement: ● shall be payable in US dollars; ● are non-cancellable and non-refundable; ● are exclusive of any taxes, levies or duties required or accessible in the Subscriber’s territory. If the Supplier in the performance of the Services. 8.2. Where Services are provided on a time is legally required to charge and materials basis: 8.2.1. collect any taxes, any relevant sum shall be added to the Supplier’s standard daily fee rates for each person are calculated on invoice(s) at the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays);appropriate rate. 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 11.6 The Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has Subscription Fees, at the Customer’s start of each Renewal Period upon 30 days’ prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay notice to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the ChargesSubscriber. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Customer shall pay the Fees to NeuerEnergy for the Services in accordance with this clause 9 and Schedule 1. 9.2 The Customer shall on the Effective Date provide to NeuerEnergy valid, up-to-date and complete credit card details or approved purchase order information acceptable to NeuerEnergy and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to NeuerEnergy, the Customer hereby authorises NeuerEnergy to bill such credit card: (i) on the Effective Date for the Fees payable in respect of the provision Initial Term; and (ii) subject to clause 14.1, on each anniversary of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to NeuerEnergy, NeuerEnergy shall invoice the Customer: (i) on the Effective Date for the Fees payable in respect of the Initial Term; and (ii) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice unless agreed otherwise in the Letter of Offer or Proposal. 9.3 If NeuerEnergy has not received payment within seven (7) days after the due date, and without prejudice to any other rights and remedies of NeuerEnergy: (a) NeuerEnergy may, without liability to the Supplier Customer, disable the Charges. Unless specifiedCustomer's password, account and access to all or part of the Customer Services and NeuerEnergy shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the ServicesServices 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 5% over the then current base lending rate of Barclays Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement. 8.2. Where Services are provided on a time 9.4 All amounts and materials basisfees stated or referred to in this agreement: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidaysa) shall be payable in pounds sterling (unless otherwise agreed by NeuerEnergy); 8.2.2. all materials (b) are, subject to clause 13.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be supplied added to NeuerEnergy's invoice(s) at cost unless specified;the appropriate rate. 8.2.39.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, NeuerEnergy shall charge the Customer, and the Customer shall pay, NeuerEnergy's then current excess data storage fees. NeuerEnergy's excess data storage fees current as at the Supplier Effective Date are set out in Schedule 1. 9.6 NeuerEnergy shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specifiedadditional User Subscriptions purchased pursuant to clause 3.3, the Charges support fees payable pursuant to clause 4.3 and/or the excess storage fees payable pursuant to clause 9.5 at any time upon one (1) month’s prior notice to the Customer and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration The price for Goods: (a) 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 as at the date the order (b) shall be exclusive of all costs and charges of packaging, insurance, transport of the provision of the ServicesGoods, the Customer which shall pay be invoiced to the Supplier the ChargesCustomer. Unless specified, the Customer The charges for Services shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance of the Services. 8.2. Where Services are provided calculated on a time and materials basis: See attachment [‘CMD site work terms’ - Appendix A] for details. (c) the charges shall be calculated in accordance with the Supplier's daily fee rates, as set out in [‘CMD site work terms’ - Appendix A ] The Supplier reserves the right to: 8.2.1. (d) increase the Supplier’s standard daily fee rates charges for the Services on an annual basis with effect from each person are calculated anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the basis first anniversary of an eight-hour daythe Commencement Date and shall be [based on] the latest available figure for the percentage increase in the Retail Prices Index (e) increase the price of the Goods, worked between 8.00 am by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to: (i) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and 5.00 pm on weekdays (excluding public holidaysduties, and increases in labour, materials and other manufacturing costs); 8.2.2(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods. all materials shall be supplied at cost unless specified; 8.2.3. In respect of Goods, the Supplier shall not be entitled to charge invoice the Customer on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4or at any time after completion of delivery. In respect of Services, the Supplier shall ensure that invoice the Supplier’s personnel complete time sheets recording time spent Customer on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each [completion of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay each invoice submitted by the Supplier: (f) As per the quoted terms, normally 50% deposit, 50% prior to dispatch (g) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract. All amounts payable by the Customer under the Contract are exclusive of amounts in addition respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Charges, the amount of VAT (if any) which is properly chargeable Contract by the Supplier to the Customer, the Customer shall, on or 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 Charges. 8.4supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. Unless otherwise specifiedIf the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 13 (Termination), the Charges and any reimbursable costs and expenses Customer shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of pay interest on the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of overdue sum from the due date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for until payment of the Charges overdue sum, whether before or after judgment. Interest 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 below 0%. All amounts due under the Contract shall not be of the essence of this Agreement. 8.6. If the liabilities to be set off are expressed paid in different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of full without any set-off. Any exercise , counterclaim, deduction or withholding (other than any deduction or withholding of tax as required 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 or otherwiselaw).

CHARGES AND PAYMENT. 8.17.1. In consideration The price for the Goods: 7.1.1. shall be the price set out in the Order; and 7.1.2. shall be inclusive of the provision costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer. 7.2. 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 Customer, the Customer charges shall pay to include every cost and expense of the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses directly or indirectly incurred by the Supplier in connection with the performance of the Services. 8.27.3. Unless otherwise agreed in the Order, in respect of the Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. Unless otherwise agreed in the Order, in respect of Services, the Supplier shall invoice the Customer on completion of the Services. Each invoice 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. 7.4. In consideration of the supply of Goods and/or Services by the Supplier, the Customer shall pay the invoiced amounts within 30 days of the date of receipt of a correctly rendered invoice to a bank account nominated in writing by the Supplier. 7.5. Unless otherwise stated in the applicable Order, all amounts payable by the Customer under the Agreement are exclusive of any applicable taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). The Supplier will separately state and describe in reasonable detail any Taxes applicable to the amounts payable by the Customer. The Customer will pay or reimburse the Supplier, where it is liable under applicable tax statute, for all Taxes associated with the Customer’s purchases hereunder. For clarity, the Supplier is solely responsible for taxes assessable against it based on its income, property and employees. Where Services are provided applicable, Supplier shall complete and sign a United States Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), or similar form, as applicable, outside the United States, and shall deliver the form to the Customer within ten (10) days from the Commencement Date. Further, the Customer shall not be obligated to pay or reimburse the Supplier for any taxes, fees or surcharges for which Customer claims an exemption. For clarity, the Customer shall not pay or reimburse or otherwise be charged by the Supplier for any taxes, fees or surcharges, on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person intercompany transactions or services or that are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. triggered because the Supplier cannot invoice from its appropriate Affiliate. The Supplier shall reasonably cooperate with the Customer in the audit of any applicable tax and shall make available to the Customer, and any taxing authority, all information, records, or documents relating to any audits or assessments attributable to or resulting from the payment process under the Agreement, and the filing of any tax returns or the contesting of any tax. The Customer shall not be entitled obligated to charge on pay or reimburse the Supplier for additions to taxes, penalties, interest, fees, or other expenses or costs, if any, incurred by the Customer as a pro-rata basis for part-days worked by result of, or attributable to the Supplier’s personnel unless it has negligence, misconduct or failure to file properly any required returns or reports, or other required documents. If the Customer is required by law to make any deduction or to withhold from any sum payable under the Agreement, then the sum payable by the Customer upon which the deduction is based shall be paid to the Supplier net of the deduction or withholding. The Customer shall pay the applicable tax authorities any required deduction or withholding. The Customer shall provide the Supplier with documentation evidencing the deduction or withholding as requested by the Supplier in writing to the Customer’s prior written consent to do so;. 8.2.47.6. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as Services, and the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT7.7. The Customer shall pay may at any time, without notice to the Supplier, in addition to the Charges, the amount set off any liability of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect against any liability of the Charges. 8.4. Unless otherwise specifiedCustomer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this the Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. 12.1 In consideration of, but subject always to, the due and proper supply of the provision Goods and/or Services (as applicable) in accordance with the terms of the Servicesthis Agreement, the Customer ODEON Affiliate shall pay the Charges to the Supplier as set out in this clause 12. 12.2 The Charges shall not be increased without the Chargesprior written agreement of the parties. 12.3 The Charges in respect of the Goods shall be inclusive of the costs of packaging, insurance, carriage and delivery of the Goods, unless otherwise agreed in writing in advance by the ODEON Affiliate. 12.4 The Supplier shall be entitled to invoice the ODEON Affiliate for the Charges monthly in arrears, or in accordance with the payment schedule set out in the relevant Territory Agreement, whichever is later, and in respect of the Goods, for Goods delivered and accepted by the ODEON Affiliate. Unless specifiedEach invoice shall include such supporting information required by the ODEON Affiliate to verify the accuracy of the invoice, including any applicable purchase order number. 12.5 In certain territories, the Customer Supplier shall raise separate invoices depending on the Location of the supply of the Goods and/or Services in question, details as can be found at the Supplier Hub. 12.6 Unless specified otherwise in the Territory Agreement, the Supplier’s invoices will be payable by the ODEON Affiliate within 45 days of receipt of the same, provided that the amounts invoiced are not the subject of a bona fide dispute between the parties. 12.7 All amounts payable by the ODEON Affiliate under no obligation this Agreement are expressed to reimburse be exclusive of VAT. 12.8 Subject to clause 12.7, the Charges shall include every cost, duty, tax, withholding and/or expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or Services. 12.9 If a party fails to make any payment due to the other party under this Agreement by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of two per cent (2%) per annum above the Barclays base rate in force 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. 12.10 The ODEON Affiliate may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the ODEON Affiliate against any liability of the ODEON Affiliate to the Supplier costs and expenses incurred by under the Supplier in the performance of the Services. 8.2Territory Agreement. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the The Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use make any such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 off against the Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwiseODEON Affiliate.

CHARGES AND PAYMENT. 8.115.1. In consideration of the provision of the Services, the The Customer shall pay to Niico the Supplier Charges in consideration for the Chargesprovision by Xxxxx of the Niico Services in accordance with this clause. 15.2. Unless specifiedotherwise stated in an Order Form and/or Statement of Work: 15.2.1. the Software Subscription Charges, Managed Services Charges and other recurring Charges will be invoiced monthly or annually in advance (or as otherwise set out in the Customer Order Form and/or Statement of Work) during the term of each Order Form and/or Statement of Work to which they relate; 15.2.2. where the Professional Services Charges are a fixed fee, they shall be under no obligation to reimburse to invoiced for in accordance with the Supplier costs and expenses incurred by Order Form and/or Statement of Work (or where the Supplier Order Form and/or Statement of Work is silent, may be invoiced for in full at any time from the performance date on which the relevant Order Form and/or Statement of Work are signed); and 15.2.3. where the Services. 8.2. Where Professional Services Charges are provided calculated on a time and materials basis:, they will be invoiced for at the rates set out in the Order Form and/or Statement of Work monthly in arrears. 8.2.115.3. The Customer must pay invoices within 30 days of the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays);invoice date. 8.2.215.4. all materials Charges not paid when due shall be supplied subject to interest at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a prorate of one and one-rata basis for part-days worked half percent (1.5%) per month or, if less, the maximum rate permitted by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestlaw. 8.315.5. All Charges are expressed stated exclusive of VATVAT or any equivalent sales tax, which will be invoiced and payable at the rate prescribed by law. 15.6. The Customer shall pay to the Supplier, in In addition to the Charges, the Customer shall reimburse (without mark-up) any reasonable travel and subsistence expenses incurred in the supply of the Niico Services. Such expenses must be no greater than those which Niico reimburses to its employees in the course of its own business. 15.7. If the Customer disputes any part of an invoice, it shall notify Niico in writing of the basis for the dispute within 7 days of receipt of the invoice, and it shall pay any undisputed amount of VAT (if any) which is properly chargeable by the Supplier due date. The parties shall promptly negotiate in good faith to resolve the dispute. This clause 15.7 does not prevent Niico pursuing its legal rights and remedies to enforce payment of its invoices. 15.8. The Charges set out in an Order Form and/or Statement of Work may be increased by Xxxxx as follows: 15.8.1. the Software Subscription Charges and/or the Managed Services Charges may increase provided that, except where clause 15.8.2 applies, Niico will provide at least 30 days’ notice in advance of any increase to the Customer on or Software Subscription Charges and/or the Managed Services Charges, and the increase will take effect from the following Subscription Period; 15.8.2. if a Vendor increases its own fees for the Software in respect question, Niico will endeavour to provide as much prior notice as possible of any consequent increase in the Software Subscription Charges, and the increase shall have effect from the end of the Charges.notice period; 8.415.8.3. Unless otherwise specified, rates for Professional Services set out in a Statement of Work will not be increased for the Charges particular Professional Services specified in the Statement of Work (that is to say Professional Services quantified and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of requisitioned at the date of invoicethe Statement of Work), but rates may vary between different Statements of Work; and 15.8.4. Payment of invoices any increase in relation to which there is a bona fide dispute shall Charges will be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreementnotified in writing. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. 8.1 In consideration of the provision by the Supplier of the Services, the Customer shall pay the Charges to the Supplier in accordance with this clause 8 and Schedule 1 on the ChargesOrder Form. 8.2 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details. 8.3 Charges for any Optional Services provided by the Supplier to the Customer shall be agreed by the Parties before performance or supply by the Supplier, and shall be charged and invoiced to the Customer by the Supplier following signature by both Parties of the relevant Work Order, and paid by the Customer in accordance with the terms of the applicable Work Order. Standard Terms & Conditions (version 1.2A) For supply of services 8.4 Unless specifiedagreed otherwise by the Parties, the Customer shall pay each invoice within [14/30] days after the date of such invoice in full and in clear funds, to a bank account nominated by the Supplier. 8.5 If the Supplier has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 8.5.1 the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the ServicesServices while the invoice(s) concerned remain unpaid; and 8.5.2 interest shall accrue on such due amounts at an annual rate equal to 8% over the then Bank of England base lending rate at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.2. Where Services 8.6 All amounts and fees stated or referred to in this Agreement shall be payable in pounds sterling and are provided on a time and materials basis: 8.2.1. exclusive of value added tax, which shall be added to the Supplier’s standard daily fee rates for each person are calculated on invoice(s) at the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays);appropriate rate. 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 8.7 The Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has Charges at the Customer’s prior written consent to do so; 8.2.4start of anniversary of each Contract Year. the Supplier Any increase shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier notified to the Customer on or in respect of the Chargesat least one (1) month before such anniversary. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 10.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 10 and Schedule 1. 10.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 15.1, on each anniversary of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 15.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 10.3 If the Supplier has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, on no less than 5 Business Days' notice to the Customer and without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the 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 8% over the then current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 10.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 14.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the Supplier appropriate rate. 10.5 If, at any time whilst using the Services, the Customer exceeds the amount of storage space specified in the performance of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour dayDocumentation, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage fees. The Supplier's excess data storage fees current as at the Effective Date are set out in Schedule 1. 10.6 The Supplier shall be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specifiedadditional User Subscriptions purchased pursuant to clause 3.3, the Charges support fees payable pursuant to clause 4.3 and/or the excess storage fees payable pursuant to clause 10.5 at the start of each Renewal Period upon 30 days' prior notice to the Customer and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration The Customer shall pay the Fees to the Supplier for the Services either for an Enterprise Licence or based on the number of Active User Subscriptions and in accordance with this clause 8 and the Order Form. 8.2. The Supplier shall invoice the Customer: (i) on the Effective Date for the Fees payable in respect of the provision Initial Term; and (ii) subject to clause 13.1, at least 30 days prior to each anniversary of the ServicesEffective Date for the Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3. If the Supplier has not received payment within 14 days after the due date for any invoice which is not a Queried Invoice, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services.Services while the invoice(s) concerned remain unpaid; and 8.2. Where Services are provided (b) interest shall accrue on a time and materials basis: 8.2.1. daily basis on such due amounts at an annual rate equal to 1.5% over the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each then current base lending rate of the Supplier’s personnel 's bankers in the UK from time to time, commencing on the due date and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Suppliercontinuing until fully paid, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on whether before or in respect of the Chargesafter judgment. 8.4. Unless otherwise specified, the Charges All amounts and any reimbursable costs and expenses shall be invoiced monthly fees stated or referred to in arrears. Invoices for agreed expenses this agreement: (a) shall be payable only if accompanied by a detailed breakdown in pounds sterling and without deduction; (b) are, subject to clause 12.3 (b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the expenses and relevant receiptsSupplier's invoice(s) at the appropriate rate. 8.5. Payment of invoices in relation to If the Customer receives an invoice which there it reasonably believes includes a sum which is no bona fide dispute not valid and properly due (“Queried Invoice”): (a) the Customer shall be made in full within 30 days immediately notify the Supplier of the date of invoice. Payment of invoices Queried Invoice in relation to which there is a bona fide dispute shall be made within 45 days of settlement writing; (b) upon resolution of the dispute. The time for Queried Invoice the Supplier shall provide a corrected invoice; and (c) where the Customer has already made payment of a Queried Invoice, the Charges Supplier shall not be of the essence of this Agreementissue a credit note within 10 working days. 8.6. If The Fees during any Renewal Period will increase by the liabilities CPI rate as set at the date of the invoice unless Supplier notifies Customer of different pricing with written notice not less than thirty (30) days prior to be set off are expressed in different currenciesthe Fee increase. Subject to this clause, 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 clause Order Form shall not limit or affect any other rights or remedies available be deemed to it under this Agreement or otherwisehave been amended accordingly.

CHARGES AND PAYMENT. 8.1. In consideration of the provision of the Services, the 9.1 The Customer shall pay the Subscription Fees to MEG for the Subscriptions in accordance with this Clause 9 and the terms of the Agreement. 9.2 From the Effective Date, MEG shall invoice the Customer: 9.2.1 on an annual or quarterly basis in advance in respect of the Subscription Fees; or 9.2.2 alternatively, in the event that XXX agrees to a prepaid bundle of Services and Subscription Fees, all fees including Subscription Fees and fees for Additional Services shall be payable in advance and shall be invoiced on the Effective Date. Subscription Fees shall be payable in respect of the Initial Subscription Term and, subject to Clause 14.1, during each subsequent Renewal Period. The Customer shall pay invoices for the Subscription Fees within the time specified on such invoices. If MEG has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of MEG: 9.2.3 MEG may, without liability to the Supplier Customer, disable the Charges. Unless specifiedCustomer's passwords, accounts and access to all or part of the Customer Services and MEG shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the ServicesServices while the invoice(s) concerned remain unpaid; and 9.2.4 interest shall accrue on such due amounts at an annual rate equal to 5% over the then Bank of England rate at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.2. Where Services are provided on a time 9.3 All amounts and materials basisfees stated or referred to in this Agreement: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays)9.3.1 shall be payable in GBP Sterling ; 8.2.2. all materials 9.3.2 are, subject to Clause 13.4.2, non-cancellable and non- refundable; and 9.3.3 are exclusive of value added tax, which shall be supplied added to MEG's invoice(s) at cost unless specified;the appropriate rate. 8.2.3. the Supplier 9.4 MEG shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has Subscription Fees including the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specified, Additional Services at the Charges start of each Renewal Period upon 30 days' prior notice to the Customer and any reimbursable costs and expenses the Agreement shall be invoiced monthly in arrearsdeemed to have been amended accordingly. Invoices The maximum increase for agreed expenses the same service offered shall be payable only if accompanied 5% per annum. If new modules / services / functionality are requested by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute client, these shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreementnegotiated separately. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 7.1 The Customer shall pay the Set-Up Fees, Subscription Fees and any Additional Services Fees to the Supplier in accordance with the terms of this Agreement and as set out at specifically at Appendix A. 7.2 The Supplier shall invoice the provision of Customer for the Services, Set-Up Fees and any Additional Services Fees monthly in arrears and the Customer shall pay each invoice within 30 days after the date of such invoice. 7.3 The Supplier shall invoice the Customer for the Subscription Fees in advance for each Contract Year and the Customer shall pay each invoice within 30 days after the date of such invoice. [In the event agreed between the parties in advance of the Effective Date, the Supplier shall invoice the Customer for the total Subscription Fees for the Initial Subscription Term on or after the Effective Date. In the event that the Customer has elected to pay for the fully Initial Subscription Term in advance it shall be entitled to a 5% discount on the Subscription Fees]. 7.4 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Software and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. while the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheetsinvoice(s) concerned remain unpaid; and 8.2.6. (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the Supplier shall maintain complete and accurate records then current base lending rate of the Bank of England from time spent to time, commencing on the due date and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestcontinuing until fully paid, whether before or after judgment. 8.3. 7.5 All Charges amounts and fees stated or referred to in this Agreement are expressed exclusive of VATall taxes, including without limitation any value added tax and/or withholding taxes. The Customer Value added tax shall pay be added to the Supplier, in addition to 's invoice(s) at the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Chargesappropriate rate. 8.4. Unless otherwise specified, 7.6 The Supplier reserves the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of right to amend the expenses and relevant receipts. 8.5. Payment of invoices in relation to Subscription Fees which there is no bona fide dispute shall be made in full within 30 days of will apply from the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement the expiry of the dispute. The time for payment of the Charges Initial Subscription Term and/or each Renewal Term and shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 notify the Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwisesuch increase in advance of any automatic renewal.

CHARGES AND PAYMENT. 8.15.1 AMCS will invoice and Customer will pay the Fees as stated in the Proposal. 5.2 Where AMCS perform Professional Services under this Agreement, Professional Services Fees shall be invoiced by AMCS on a so-called time and material basis at the rates set out the Proposal unless such rates are expressly varied in a Work Order. In consideration Professional Services Fees are subject to clause 5.4 below and will be payable without any withholding, deduction or off set of any amounts for any purpose. 5.3 All Fees under this Agreement: (a) will be payable in the Currency; (b) are non-cancellable and non-refundable; (c) are exclusive of value added or other sales taxes, which will be added to AMCS' invoices at the appropriate rate required by law; and, (d) shall be paid within thirty (30) days from date of invoice (the “due date”). 5.4 AMCS shall be entitled to make an annual adjustment to the Fees. The Fees shall be reviewed prior to each anniversary of the provision Effective Date during the Term of this Agreement. The adjustment, following such review, shall be the greater of (a) three percent (3%); or, (b) the Index. Such percentage increase shall be applied to the Fees with effect from the next anniversary of the ServicesEffective Date. The then Fees in any year shall be the basis of assessing the adjustment for the subsequent year. 5.5 Should Customer have a bona fide dispute in respect of all or any part of any invoice(s) Customer will notify AMCS, in writing and with sufficient details to allow AMCS to investigate, the nature of the dispute within ten (10) Business Days of its receipt of the invoice. Following any such notice, Customer shall will be entitled to withhold payment of the amount in dispute without interest but will promptly pay all undisputed amount(s) in accordance with this Agreement. The Parties will cooperate in good faith to resolve any such dispute as amicably and promptly as possible and on settlement of the Supplier dispute Customer will make the Charges. Unless specifiedappropriate payment in accordance with this Agreement. 5.6 If AMCS has not received payment within fifteen (15) days after the due date, and without prejudice to any other rights and remedies of AMCS, it will be entitled to: (a) disable Customer's passwords and access to all or part of the Customer shall Services and AMCS will be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services.Services while the invoice(s) concerned remain unpaid; and/or, 8.2. Where Services are provided (b) charge interest on a time and materials basis: 8.2.1. daily basis on such due amounts at the Supplier’s standard daily fee rates for each person are calculated on the basis rate of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays one point five percent (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each 1.5%) of the Supplier’s personnel and be accompanied outstanding balance per month, or the maximum rate permitted by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplierlaw, in addition to the Chargeswhichever is lower, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of from the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for such payment of the Charges shall not be of the essence of this Agreementwas due and continuing until fully paid, whether before or after judgment. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and Schedule 1. 9.2 The Customer shall provide to the Supplier relevant valid, up-to-date and complete contact and billing details immediately and the Supplier shall invoice the Customer: a) immediately for the Subscription Fees payable in respect of the provision of the ServicesInitial Subscription Term, and the Customer shall pay the invoice within 30 business days of its date; b) subject to clause 14, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay the invoice within 15 business days of its date. 9.3 If the Supplier has not received payment by the due date of any invoice, and without prejudice to any other rights and remedies of the Supplier: a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services.Services while the invoice(s) concerned remain unpaid; and 8.2. Where Services are provided b) interest shall accrue on a time and materials basis: 8.2.1. such due amounts at an annual rate equal to 3% over the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each then current base lending rate of the Supplier’s personnel 's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestcontinuing until fully paid, whether before or after judgment. 8.3. 9.4 All Charges amounts and fees stated or referred to in this agreement: a) shall be payable in pounds sterling; b) are, subject to clause 13, non-cancellable and non-refundable; c) are expressed exclusive of VAT. The Customer value added tax, which shall pay be added to the Supplier, in addition to 's invoice(s) at the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Chargesappropriate rate. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 12.1 The Customer shall pay the Subscription Fees to IMU for the User Subscriptions calculated by reference to the number of Data Subjects in accordance with this clause 12 and the Order [and the support fees in accordance with clause 6.3 and the Order]. 12.2 The Customer shall on the Effective Date provide to IMU approved purchase order information acceptable to IMU and any other relevant valid, up-to-date and complete contact and billing de- tails, including the number of User Subscriptions and Data Subjects. 12.3 Subject to clause 12.5, the Customer may, at least 30 days prior to each anniversary of the provision Effec- tive Date, notify IMU of any changes in the number of User Subscriptions and Data Subjects for the following Renewal Period and the Subscription Fees shall be adjusted accordingly. 12.4 If the Customer provides its approved purchase order information to IMU, IMU shall invoice the Customer: 12.4.1 on the Effective Date for the Subscription Fees payable in respect of the ServicesInitial Subscrip- tion Term; 12.4.2 subject to clause 17.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; and 12.4.3 at any time for any Subscription Fees payable pursuant to clause 12.5, and the Customer shall pay each invoice within 30 days after the date of such invoice by way of electronic bank transfer. 12.5 If the Customer uses the Services for Data Subjects in excess of the number requested pursuant to clause 12.2 or clause 12.3 and such number would incur different Subscription Fees pursuant to the Supplier the Charges. Unless specifiedOrder, IMU shall invoice the Customer for the difference between the Subscription Fees already paid and Subscription Fees payable for that number of Data Subjects, pro-rated from the date upon which such Data Subjects were added for the remainder of the Initial Subscription Term or Current Renewal Period (as applicable). The Customer shall pay each invoice within 30 days after the date of such invoice. The Customer is not entitled to a refund of Subscription Fees if the number of Data Subjects is reduced during the Initial Subscription Term or a Renewal Period (as applicable). 12.6 If IMU has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of IMU: 12.6.1 IMU may, without liability to the Customer, disable the Customer’s password, ac- count and access to all or part of the Services and IMU shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the ServicesServices while the invoice(s) concerned remain unpaid; and 12.6.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current reference rate of the Bank of America Los Angeles branch from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.2. Where Services are provided on a time 12.7 All amounts and materials basisfees stated or referred to in this Contract: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays)12.7.1 shall be payable in US Dollars; 8.2.2. all materials 12.7.2 are, subject to clause 16.6.2, non-cancellable and non-refundable; 12.7.3 are exclusive of sales or similar taxes, which shall be supplied added to IMU’s invoice(s) at cost unless specified;the appropriate rate. 8.2.3. the Supplier 12.8 IMU shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, Subscription Fees and the Supplier shall use such time sheets support fees payable pursuant to calculate clause 6.3 at the charges covered by start of each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow Renewal Period upon 120 days’ prior notice to the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses Order shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 12.1 The Customer shall pay the Subscription Fees to IMU for the User Subscriptions calculated by reference to the number of Data Subjects in accordance with this clause 12 and the Order [and the support fees in accordance with clause 6.3 and the Order]. 12.2 The Customer shall on the Effective Date provide to IMU approved purchase order information acceptable to IMU and any other relevant valid, up-to-date and complete contact and billing de- tails, including the number of User Subscriptions and Data Subjects. 12.3 Subject to clause 12.5, the Customer may, at least 30 days prior to each anniversary of the provision Effec- tive Date, notify IMU of any changes in the number of User Subscriptions and Data Subjects for the following Renewal Period and the Subscription Fees shall be adjusted accordingly. 12.4 If the Customer provides its approved purchase order information to IMU, IMU shall invoice the Customer: 12.4.1 on the Effective Date for the Subscription Fees payable in respect of the ServicesInitial Subscrip- tion Term; 12.4.2 subject to clause 17.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; and 12.4.3 at any time for any Subscription Fees payable pursuant to clause 12.5, 12.4.4 and the Customer shall pay each invoice within 30 days after the date of such invoice by way of electronic bank transfer. 12.5 If the Customer uses the Services for Data Subjects in excess of the number requested pursuant to clause 12.2 or clause 12.3 and such number would incur different Subscription Fees pursuant to the Supplier the Charges. Unless specifiedOrder, IMU shall invoice the Customer for the difference between the Subscription Fees already paid and Subscription Fees payable for that number of Data Subjects, pro-rated from the date upon which such Data Subjects were added for the remainder of the Initial Subscription Term or Current Renewal Period (as applicable). The Customer shall pay each invoice within 30 days after the date of such invoice. The Customer is not entitled to a refund of Subscription Fees if the number of Data Subjects is reduced during the Initial Subscription Term or a Renewal Period (as applicable). 12.6 If IMU has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of IMU: 12.6.1 IMU may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and IMU shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the ServicesServices while the invoice(s) concerned remain unpaid; and 12.7 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 (NatWest) from time to time, com- mencing on the due date and continuing until fully paid, whether before or after judgment. 8.2. Where Services are provided on a time 12.8 All amounts and materials basisfees stated or referred to in this Contract: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays)12.8.1 shall be payable in euros; 8.2.2. all materials 12.8.2 are, subject to clause 16.6.2, non-cancellable and non-refundable; 12.8.3 are exclusive of value added tax, which shall be supplied added to IMU’s invoice(s) at cost unless specified;the appro- priate rate. 8.2.3. the Supplier 12.9 IMU shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, Subscription Fees and the Supplier shall use such time sheets support fees payable pursuant to calculate clause 6.3 at the charges covered by start of each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow Renewal Period upon 120 days’ prior notice to the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses Order shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration ‌ 9.1 The Institution shall pay the Subscription Fees to Jamworks for the User Subscriptions in accordance with this clause 9.‌ 9.2 The Institution shall on the Effective Date provide to Jamworks valid, up-to- date and complete credit card details or approved purchase order information acceptable to Jamworks and any other relevant valid, up-to-date and complete contact and billing details and, if the Institution provides: (a) its credit card details to Jamworks, the Institution hereby authorises Jamworks to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 14.1, on each anniversary of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to Jamworks, Jamworks shall invoice the Customer Institution: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Institution shall pay each invoice within 30 days after the date of such invoice. 9.3 If Jamworks has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Jamworks: (a) Jamworks may, without liability to the Supplier Institution, disable the Charges. Unless specifiedInstitution's password, account and access to all or part of the Customer Services and Jamworks shall be under no obligation to reimburse provide any or all of the 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 4% over the Supplier costs and expenses incurred by the Supplier then current base lending rate of Jamworks' bankers in the performance of UK from time to time, commencing on the Servicesdue date and continuing until fully paid, whether before or after judgment. 8.2. Where Services are provided on a time 9.4 All amounts and materials basisfees stated or referred to in this agreement: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated (a) shall be payable as stated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays)order form; 8.2.2. all materials (b) are, subject to clause 13.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be supplied added to Jamworks’ invoice(s) at cost unless specified;the appropriate rate. 8.2.3. the Supplier 9.5 Jamworks shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specifiedadditional User Subscriptions purchased pursuant to clause 3.3, the Charges support fees payable pursuant to clause 4.3 and/or the excess storage fees payable pursuant to clause Error! Reference source not found. at the start of each Renewal Period upon 90 days' prior notice to the Institution and any reimbursable costs and expenses the Renewal Order Form shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1‌ 10.1. In consideration of the provision of the Services, the Customer The Client shall pay the Subscription Fees to the Supplier for the ChargesUser Subscriptions in accordance with this clause 10 and as agreed between the Client and the Supplier from time to time.‌ 10.2. Unless specifiedThe Client shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Client provides: (a) its credit card details to the Supplier, the Customer Client hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 15.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Client: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 15.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Client shall pay each invoice within 30 days aAer the date of such invoice. 10.3. If the Supplier has not received payment within 30 days aAer the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Client, disable the Clients password, account and access to all or part of the Services and the Supplier shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services.Services while the invoice(s) concerned remain unpaid; and 8.2. Where Services are provided (b) interest shall accrue on a time and materials basis: 8.2.1. daily basis on such due amounts at an annual rate equal to 3% over the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each then current base lending rate of the Supplier’s personnel 's bankers in the UK from time to time, commencing on the due date and be accompanied by timesheets; andcontinuing until fully paid, whether before or aAer judgment. 8.2.610.4. the The Supplier shall maintain complete and accurate records of the time spent and materials used will not exercise any rights to suspend Services, accelerate payments, impose late charges or change payment terms with respect to any overdue amount that is disputed by the Supplier in providing good faith, provided that the Services Client uses reasonable endeavours to reach an agreement in good faith to resolve such form as dispute. 10.5. All amounts and fees stated or referred to in these terms and conditions: (a) shall be payable in pounds sterling; (b) are, subject to clause 14.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Customer shall approveSupplier's invoice(s) at the appropriate rate. 10.6. The Supplier shall allow be entitled to increase the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specifiedadditional User Subscriptions purchased pursuant to clause 4.3, the Charges support fees payable pursuant to clause 5.2 at the start of each Renewal Period upon 90 days' prior notice to the Client and any reimbursable costs and expenses the Special Terms shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 10.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 10 and Schedule 1 and the support fees in accordance with clause 4.3 and Schedule 1. 10.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 16.1, on each anniversary of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 16.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 10.3 If the Supplier has not received payment within [30 days] after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Subscription Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the Subscription 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 4% over the then current base lending rate of the Bank Of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 10.4 All amounts and fees stated or referred to in this Agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 15.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the Supplier in the performance of the Servicesappropriate rate. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 10.5 The Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specifiedadditional User Subscriptions purchased pursuant to clause 3.3, the Charges support fees payable pursuant to clause 4.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1‌ 10.1. In consideration You shall pay the Subscription Fees to us for the User Licences and any Additional Fees in accordance with this clause 10 and each Order.‌ 10.2. You shall provide us with a completed Direct Debit mandate prior to the Effective Date and by doing so you authorise us to collect: (a) the Subscription Fees and Additional Fees payable in respect of the provision Initial Subscription Term on the Effective Date; (b) the Subscription Fees and Additional Fees payable in respect of the Servicesnext Renewal Period on each monthly anniversary of the Effective Date; and (c) any outstanding Additional Fees which were incurred during, but not collected in advance of, a previous Renewal period on any monthly anniversary of the Customer shall pay Effective Date. 10.3. If we have not received payment within [30 days] after the due date, and without prejudice to any other rights and remedies of us: (a) we may, without liability to you, disable your password, account and access to all or part of the Supplier the Charges. Unless specified, the Customer Services and we shall be under no obligation to reimburse provide any or all of the 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 4% over the Supplier costs and expenses incurred by the Supplier then current base lending rate of our bankers in the performance UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 10.4. All amounts and fees stated or referred to in this Agreement: (a) shall be payable in pounds sterling; (b) are non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate. 10.5. If, at any time whilst using the Services., you exceed the amount of disk storage space specified in the Documentation, we shall charge you, and you shall pay, our then current excess data storage fees as an Additional Fee. Our excess data storage fees current as at the Effective Date are set out in the Order or a Mandatory Policy.‌ 8.210.6. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials We shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has Subscription Fees and any Additional Fees at the Customer’s start of each Renewal Period upon 90 days' prior written consent notice to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, you and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses relevant Order shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration of 8.1 The Customer shall pay the provision of Fees to the Services, Supplier in accordance with this clause 8 and Schedule 1. 8.2 The Supplier shall invoice the Customer on the Effective Date for the first Annual Subscription Fee and where applicable the Statutory Form Fee and the Video Calling Fee and the Customer shall pay to the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of such invoice. Payment . 8.3 The Supplier shall invoice the Customer on the anniversary of invoices in relation to which there is a bona fide dispute the Effective Date for the second and subsequent Annual Subscription Fees and where applicable Statutory Form Fees and Video Calling Fees and the Customer shall be made pay such invoice within 45 30 days of settlement the date of such invoice. 8.4 The Customer shall pay the Set-up Fee to the Supplier on or before the Effective Date. 8.5 Where applicable, the Supplier shall invoice the Customer fortnightly for the Claim Form Bank Fee and the Claim Form Payment Fee payable in respect of the dispute. The time for payment of Claim Form Payments made in the Charges previous fortnight and the Customer shall not be of the essence of this Agreementpay such invoice on receipt. 8.6. If the liabilities to be set off are expressed in different currencies8.6 Where applicable, the Customer may convert either liability at shall pay a market rate of exchange for sum equal to the purpose of set-off. Any exercise by Claim Form Processing Fee to the Customer of its rights under this clause shall Supplier on or before the Effective Date and on each Claim Form Processing Fee Date. 8.7 If the Supplier has not limit or affect received full payment within 30 days after any payment due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or remedies available part of the Services and the Supplier shall be under no obligation to it under provide any or all of the 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 the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.8 All amounts and fees stated or referred to in this Agreement or otherwiseagreement: (a) shall be payable in pounds sterling; (b) are non-cancellable and non-refundable; and (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.9 The Supplier shall be entitled to increase the Fees by an amount equal to any increase in the fees charged to the Supplier by the PaaS Supplier by giving the Customer 30 days’ written notice. 8.10 The Supplier shall be entitled to increase the Claim Form Bank Fee where applicable by an amount equal to any increase in the fees charged to the Supplier by its bank for processing the Claim Form Payments by giving the Customer 30 days’ written notice. 8.11 Any increase to the Annual Subscription Fee and where applicable the Statutory Form Fee and the Video Calling Fee at the start of each Renewal Period shall be by agreement between the parties

CHARGES AND PAYMENT. 8.1. In consideration 6.1 The Employer shall pay to Amber the Fees for the Services in accordance with this clause 6 and the Fee Schedule. 6.2 On the Effective Date Amber shall invoice the Employer for the Fees payable in respect of the provision configuration of the Employer’s unique URL for its access to the Services and the Employer shall pay such invoice on the Effective Date. 6.3 Amber shall invoice the Employer for all other Fees as set out in the Fee Schedule monthly in arrears on the last Business Day of each calendar month and Amber shall collect such fees by direct debit within 14 days after the date of such invoice. 6.4 Amber shall also be entitled to invoice the Employer for any additional costs and any expenses reasonably incurred in connection with any requests for services (not forming part of the Services) made by the Employer associated with the Services monthly in arrears on the last Business Day of each calendar month and Amber shall collect such fees by direct debit within 14 days after the date of such invoice. 6.5 If Xxxxx has not received payment within 30 days after the due date, the Customer shall pay and without prejudice to any other rights and remedies of Amber: (a) Xxxxx xxx, without liability to the Supplier Employer, disable the Charges. Unless specifiedEmployer’s password, account and access to all or part of the Customer Services and Amber shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. while the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheetsinvoice(s) concerned remain unpaid; and 8.2.6. (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the Supplier shall maintain complete and accurate records then current base lending rate of the Bank of England from time spent to time, commencing on the due date and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestcontinuing until fully paid, whether before or after judgment. 8.3. 6.6 All Charges are expressed exclusive of VAT. The Customer shall pay amounts and fees stated or referred to the Supplier, in addition to the Charges, the amount of VAT this Agreement: (if anya) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown in pounds sterling; (b) are, subject to clause 11.4(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to Amber's invoice(s) at the prevailing rate. 6.7 Amber shall be entitled at its absolute discretion to increase any or all of the expenses Fees annually in line with the Retail Price Index (or any official index replacing it) (“RPI”) and/or where there has been a regulatory change that requires development of the Services with effect from 1 October each year upon 60 days' prior notice to the Employer and relevant receiptsthe Fee Schedule shall be deemed to have been amended accordingly. 8.5. Payment of invoices 6.8 The increase in relation RPI will be calculated using the change in RPI figures published in October from one year to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreementnext. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 10.1 The Customer shall pay the Licence Fees to the Supplier for the Software and Services in accordance with this Clause 10 and Part 1 – Order Form. 10.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete payment details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its bank details to the Supplier, the Customer hereby authorises the Supplier to bill such bank: on the Effective Date for the Licence Fees payable in respect of the provision Initial Licence Term; and on each anniversary of the ServicesEffective Date for the Licence Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: on the Effective Date for the Licence Fees payable in respect of the Initial Licence Term; and at least 30 days prior to each anniversary of the Effective Date for the Licence Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 10.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer’s account and access to all or part of the Software and Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services.Software and Services while the invoice(s) concerned remain unpaid; and 8.2. Where Services are provided (b) interest shall accrue on a time and materials basis: 8.2.1. daily basis on such due amounts at an annual rate equal to 3% over the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each then current base lending rate of the Supplier’s personnel bankers in the UK from time to time, commencing on the due date and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestcontinuing until fully paid, whether before or after judgment. 8.3. 10.4 All Charges amounts and fees stated or referred to in this Agreement: (a) shall be payable in pounds sterling; (b) are expressed non-cancellable and non- refundable; (c) are exclusive of VAT. The Customer value added tax, which shall pay be added to the Supplier, in addition to ’s invoice(s) at the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Chargesappropriate rate. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 6.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 6 and the Order Form. 6.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details, approved purchase order information acceptable to the Supplier, or any other relevant valid, up-to- date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 11.1, on each anniversary of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 11.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; and the Customer shall pay to each invoice within 30 days after the date of such invoice or as agreed in the Order Form. 6.3 If the Supplier has not received payment within 30 days after the Charges. Unless specified, the Customer due date interest shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance of the Services. 8.2. Where Services are provided accrue on a time and materials basis: 8.2.1. daily basis on such due amounts at an annual rate equal to 3% over the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each then current base lending rate of the Supplier’s personnel 's bankers in the UK from time to time, commencing on the due date and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestcontinuing until fully paid, whether before or after judgment. 8.3. 6.4 All Charges amounts and fees stated or referred to in this Agreement: (a) shall be payable in pounds sterling; (b) are expressed exclusive of VAT. The Customer value added tax, which shall pay be added to the Supplier, in addition to 's invoice(s) at the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Chargesappropriate rate. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and Schedule 1. 9.2 The Free Trial will commence on the 1st date of the provision month subsequent to the effective date. 9.3 Upon the completion of the 30 days Free Trial, if the Customer does not wish to continue using the Services, they must in writing inform the Supplier for their intention to cancel. For the avoidance of doubt the absence of written notification to cancel will be interpreted as the Customers choice to continue with the service. 9.4 the Supplier shall invoice the Customer: (i) on the first day of the month the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 13.1, on the monthly anniversary (1st of each month) for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 9.5 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. while the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheetsinvoice(s) concerned remain unpaid; and 8.2.6. (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the Supplier shall maintain complete then current base lending rate of HSBC Bank from time to time, commencing on the due date and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestcontinuing until fully paid, whether before or after judgment. 8.3. 9.6 All Charges amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 12.3(b), non-cancellable and non-refundable; (c) are expressed exclusive of VAT. The Customer shall value added tax unless otherwise stated and the customer will pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or any and all tax duties and other government charges payable in respect of the Chargesuse and supply of services. 8.4. Unless otherwise specified9.7 The Supplier shall be entitled to increase the Subscription Fees, the Charges fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 and/or the support fees payable pursuant to clause 4.3 at the start of each Renewal Period upon 30 days' prior notice to the Customer and any reimbursable costs and expenses Error! Reference source not found. shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In As consideration of for the provision of Services by the ServicesCompany, the Customer Subscriber shall pay the Service Fees to the Supplier the ChargesCompany in accordance with this Clause 9 and Schedule 2. Unless specified, the Customer Time of payment shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance of the Servicesessence. 8.2. Where Services are provided on a time and materials basis: 8.2.1. The Company may at any time, without notice to the Supplier’s standard daily fee rates for each person are calculated on Subscriber, set off any liability of the basis Subscriber to the Company against any liability of an eight-hour daythe Company to the Subscriber, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Serviceswhether either liability is present or future, liquidated or unliquidated, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on whether or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of either liability arises under this Agreement. 8.6. If the liabilities to be set off are expressed in different currencies, the Customer Company may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Customer Company of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise. 8.3. If the Company has not received payment on the due date for payment, and without prejudice to any other rights and remedies of the Company: 8.3.1. the Company may, subject to Applicable Law and without liability to the Subscriber, exercise any of its rights under Clause 13; and 8.3.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to [1.5]% over [LIBOR][EURIBOR][the then current base lending rate of [the Company’s bankers in the UK] from time to time, commencing on the due date and continuing until fully paid, whether before or after and court judgment. 8.4. All amounts and fees stated or referred to in this Agreement: 8.4.1. shall be payable in pounds sterling; 8.4.2. are, subject to Clause 13.3.2, non-cancellable and non-refundable; 8.4.3. are exclusive of value added tax, which shall be added to the Company’s invoice(s) at the appropriate rate. 8.5. For the avoidance of doubt, unless otherwise specified in this Agreement, the Subscriber is responsible for paying the Energy Provider(s) for the supply of the Energy, and any payments due in respect of the Subscriber’s obligations under Clause 3.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Customer shall pay the Fees to the Supplier for the User Subscriptions in accordance with this clause 9. 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to xxxx such credit card: (i) on the Effective Date for the Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 14.1, on each anniversary of the Services, Effective Date for the and the Customer shall pay each invoice within 30 days after the date of such invoice. 9.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the 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 the Royal Bank of Scotland plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.4 All amounts and fees stated or referred to in this Agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 13.4(b), non-cancellable and non- refundable; (c) are exclusive of value added tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the Supplier appropriate rate. 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the performance of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour dayDocumentation, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage fees.. 9.6 The Supplier shall be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesFees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specified, additional User Subscriptions purchased pursuant to clause 3.3 and/or the Charges and any reimbursable costs and expenses shall be invoiced monthly excess storage fees payable pursuant to clause 9.5 at the start of each Renewal Period Fees payable in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown respect of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.next

CHARGES AND PAYMENT. 8.1. In consideration of the provision of the Services, the 7.1 The Customer shall pay the Subscription Fees and the Service Fees to Jukwa in accordance with this clause 7 and as set out in the Order Form. 7.2 The Customer shall on the Effective Date provide to Jukwa valid, up-to-date and complete credit card details or approved purchase order information acceptable to Jukwa and any other relevant valid, up-to-date and complete contact and billing details. The Customer hereby authorises Jukwa to bill such credit card or to invoice the Subscription Fees and the Service Fees payable. 7.3 The Customer shall owe Jukwa the Service Fees as soon as it receives the relevant remittance from either the Viewer or the organisation that is contracted to pay the Customer and shall remit them in accordance with the Order Form. Service Fees, where calculated as a revenue percentage, shall be based on the actual charge paid by the Viewer (not the Customer’s receipts) excluding VAT. 7.4 If Jukwa has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of Jukwa: (a) Jukwa may, without liability to the Supplier the Charges. Unless specifiedCustomer, disable the Customer Account and password and the Customer's access, and all Viewer Accounts and passwords and Viewers' access to all or part of the Services and Jukwa shall be under no obligation to reimburse provide any or all of the 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 HSBC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 7.5 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) will be converted from any other currency at the then current rate of Barclays Bank for such a conversion; (c) are non-cancellable and non-refundable; (d) are exclusive of value added tax, which shall be added to Jukwa's invoice(s) at the appropriate rate. 7.6 If at any time while using the Services the Customer exceeds the amount of disk storage space specified in relation to the Supplier costs Service Fees, Jukwa shall charge the Customer, and expenses incurred by the Supplier Customer shall pay, Jukwa's then current excess data storage fees. The Supplier's excess data storage fees current as at the Effective Date are set out in the performance of the ServicesOrder Form. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 7.7 The Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has Service Fees and/or Subscription Fees payable pursuant to clause 7.6 upon 90 days' prior notice to the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. 13.1 In consideration of the provision of the ServicesGoods and/or Services Goods and/or Services and all other activities to be provided by the Supplier (including but not limited to the provision or creation of any Deliverables), the Customer Bank shall pay to the Supplier the Charges. Unless specifiedCharges set out in the Order Form. 13.2 All Charges shall be exclusive of any applicable VAT but inclusive of any other duties, taxes or levies. 13.3 If no price is stated on the Order Form for the Goods and/or Services, the Customer price/charges for the Goods and/or provided by that resource shall be under the lowest price currently quoted or charged at the date of the order by the Supplier for those Goods and/or Services (as applicable) but in no obligation event higher than the price most recently charged to reimburse the Bank by the Supplier for those Goods and/or Services. 13.4 Unless expressly stated, no travel, accommodation, subsistence or other expenses shall be due to the Supplier costs and expenses incurred by from the Bank. 13.5 Unless otherwise stated in the Order Form, the Supplier will invoice the Bank on or after acceptance of the Goods and/or Services and monthly in the performance arrears in respect of the Services. 8.2, by sending an invoice to the Bank at the address stipulated in the Order Form. Where All invoices submitted to the Bank must identify this Contract and the Services are provided on a time and materials basis: 8.2.1and/or Goods to which the invoice relates. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the The Supplier shall will not be entitled to charge on submit an invoice without a pro-rata basis for part-duly authorised purchase order. 13.6 The Bank shall pay a valid and properly due invoice within thirty (30) days worked by of its receipt unless there is a dispute relating to the Supplier’s personnel unless it has amount of the Customer’s prior written consent invoice and subject to do so; 8.2.4. the Supplier shall ensure that complying with its obligations under this Contract. If the Supplier’s personnel complete time sheets recording time spent on the ServicesBank does not pay a valid and properly due invoice within such period, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Suppliermay, in addition to the Chargesinvoice amount, charge the Bank late payment annual interest of two per cent (2%) above the base rate from time to time of Lloyds Bank plc of the invoice amount provided that it has first given at least fourteen (14) days prior written notice of VAT (if any) which its intention to do so, and provided further that payment remains outstanding at the end of such notice period. Late payment interest shall accrue on a daily basis. However, where any invoice is properly chargeable disputed by the Supplier Bank, interest shall only start to accrue from the date upon which the Bank confirms that such invoice is valid and properly due. 13.7 The parties hereby agree that clause 13.6, taken with other provisions of this Contract, provide a substantial remedy to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices Supplier for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for late payment of the Charges and accordingly, statutory interest in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 shall not apply. 13.8 The Supplier shall ensure that any payments made to the Bank under this Contract shall not be of made by a relevant financial institution (as defined in the essence of this AgreementFinancial Services and Markets Act 2000 (Excluded Activities and Prohibitions Order 2014). 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 6.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 6 and Schedule 1. 6.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details, approved purchase order information acceptable to the Supplier, or any other relevant valid, up-to- date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 11.1, on each anniversary of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 11.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; and the Customer shall pay to each invoice within 30 days after the date of such invoice or as agreed in the Order Form. 6.3 If the Supplier has not received payment within 30 days after the Charges. Unless specified, the Customer due date interest shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance of the Services. 8.2. Where Services are provided accrue on a time and materials basis: 8.2.1. daily basis on such due amounts at an annual rate equal to 3% over the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each then current base lending rate of the Supplier’s personnel 's bankers in the UK from time to time, commencing on the due date and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestcontinuing until fully paid, whether before or after judgment. 8.3. 6.4 All Charges amounts and fees stated or referred to in this Agreement: (a) shall be payable in pounds sterling; (b) are expressed exclusive of VAT. The Customer value added tax, which shall pay be added to the Supplier, in addition to 's invoice(s) at the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Chargesappropriate rate. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.19.1. In consideration of The Customer shall pay the provision of Subscription Fees to the ServicesSupplier for the Services in accordance with this clause 9 and Schedule 1 and the support fees in accordance with clause 4.3 and Schedule 1. 9.2. The Customer shall on the Effective Date provide to the Supplier or its billing agent valid, up-to-date and complete credit or debit card details and where relevant approved purchase order information acceptable to the Supplier or its billing agent and any other relevant valid, up-to-date and complete contact, bank payment and billing details and, if the Customer provides: (a) its credit or debit card or bank details to the Supplier or its billing agent, the Customer hereby authorizes the Supplier or its billing agent to charge such bank account or xxxx such credit card: (i) On a month end basis in arrears for Pay as you Go charges; (b) its approved purchase order information to the Supplier or its billing agent, the Supplier or its billing agent shall invoice the Customer: (i) On a month end basis in arrears for Pay as you Go charges; and the Customer shall pay each invoice within 30 days after the date of such invoice, or the due date in accordance with the payment terms of its billing agent, whichever is sooner. 9.3. If the Supplier or its billing agent has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier or its billing agent may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the 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 4% over the then current base lending rate of Royal Bank of Scotland from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.4. All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling in the absence of a currency agreed with the billing agent; (b) are, subject to clause 13.3(b), non-cancellable and non-refundable; (c) are exclusive of value added or other sales tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the Supplier appropriate rate. 9.5. If, at any time whilst using the Services, the Customer exceeds the amount of storage space or transactions or bandwidth as appropriate specified in the performance of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour dayDocumentation, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier Customer shall use such time sheets to calculate pay, the charges covered by each monthly invoice; 8.2.5Supplier's then current excess data storage, transaction and bandwidth fees. each invoice shall The Supplier's excess data storage, transaction and bandwidth fees current as at the Effective Date are set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; andin Schedule 1. 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve9.6. The Supplier shall allow be entitled to increase the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specifiedadditional Services purchased pursuant to clause 3.3, the Charges support fees payable pursuant to clause 4.3 and/or the excess storage, transaction or bandwidth fees payable pursuant to clause 9.5 upon 30 days' prior notice to the Customer and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 8.1 The price for the Goods: (a) 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 at the Commencement Date; and (b) shall be inclusive of the provision 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 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 Customer charges shall pay to include every cost and expense of the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses directly or indirectly incurred by the Supplier in connection with the performance of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. 8.3 In respect of the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour dayGoods, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier 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. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including but not be entitled limited to charge on a pro-rata basis for part-days worked the relevant purchase order number. 8.4 In consideration of the supply of Goods and/or Services by the Supplier’s personnel unless it has , the Customer shall pay the invoiced amounts within 45 days of the date of a correctly rendered invoice at a 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 Contract by the Supplier to the Customer’s prior written consent , the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent such additional amounts in respect of VAT as are chargeable on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each supply of the Supplier’s personnel and be accompanied by timesheets; andGoods and/or Services at the same time as payment is due for the supply of the Goods and/or Services. 8.2.6. the 8.6 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as Services, and the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. 8.7 The Customer shall pay may at any time, without notice to the Supplier, in addition to the Charges, the amount set off any liability of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect against any liability of the Charges. 8.4. Unless otherwise specifiedCustomer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6Contract. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement the Contract or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration ‌ 9.1 The Customer shall pay the Subscription Fees to Deployed for the User Subscriptions in accordance with this clause 9 and Schedule 1 and the support fees in accordance with clause 4.3 and Schedule 1.‌ 9.2 The Customer shall on the Effective Date provide to Deployed valid, up-to-date and complete credit card details or approved purchase order information acceptable to Deployed and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to Deployed, the Customer hereby authorises Deployed to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 14.1, on each anniversary of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to Deployed, Deployed shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 9.3 If Deployed has not received payment within [30 days] after the due date, and without prejudice to any other rights and remedies of Deployed: (a) Deployed may, without liability to the Supplier Customer, disable the Charges. Unless specifiedCustomer's password, account and access to all or part of the Customer Services and Deployed shall be under no obligation to reimburse provide any or all of the 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 Supplier costs and expenses incurred by the Supplier then current base lending rate of [Xxxxxxxx's bankers in the performance of UK] from time to time, commencing on the Servicesdue date and continuing until fully paid, whether before or after judgment. 8.2. Where Services are provided on a time 9.4 All amounts and materials basisfees stated or referred to in this agreement: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays)a) shall be payable in [pounds sterling]; 8.2.2. all materials (b) are, subject to clause 13.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be supplied added to Deployed's invoice(s) at cost unless specified;the appropriate rate. 8.2.3. the Supplier 9.5 Deployed shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specifiedadditional User Subscriptions purchased pursuant to clause 3.3, the Charges support fees payable pursuant to clause 4.3 and/or the excess storage fees payable pursuant to clause Error! Reference source not found. at the start of each Renewal Period upon 90 days' prior notice to the Customer and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 7.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 7. 7.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card or bank details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card or to debit such bank account: (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 12.1, each calendar month or year as the case may be following the Effective Date for the Subscription Fees payable in respect of the Servicesnext Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer, if requested: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 12.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 7.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services.Services while the invoice(s) concerned remain unpaid; and 8.2. Where Services are provided (b) interest shall accrue on a time and materials basis: 8.2.1. daily basis on such due amounts at an annual rate equal to 3% over the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each then current base lending rate of the Supplier’s personnel 's bankers in the UK from time to time, commencing on the due date and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestcontinuing until fully paid, whether before or after judgment. 8.3. 7.4 All Charges amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 11.4(b), non-cancellable and non-refundable; (c) are expressed exclusive of VAT. The Customer value added tax, which shall pay be added to the Supplier, in addition to 's invoice(s) at the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Chargesappropriate rate. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. 8.1 In consideration of the provision of the ServicesServices by the Supplier, the Customer shall pay to the Supplier Charges on the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier Payment Terms (or if none are specified in the performance Order, within 30 days of the Servicesinvoice date). The Charges are not refundable. 8.2. 8.2 Where Services the Charges are provided calculated on a time and materials basis: 8.2.1. (a) the Supplier’s standard 's daily fee rates for each individual person are calculated on the basis of an eight-eight- hour day, worked between 8.00 am during Service Hours and 5.00 pm on weekdays (excluding public holidays)any part day shall be charged as a full day; 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. (b) the Supplier shall not be entitled to charge an overtime rate of 150% of the daily fee rate on a pro-pro rata basis for part-days any time worked by individuals whom it engages on the Supplier’s personnel unless it has the Customer’s prior written consent to do so;Services outside Service Hours; and 8.2.4. (c) the Supplier shall ensure that the Supplier’s personnel complete time sheets recording upon request provide details of time spent by each individual whom it engages on the Services, Services and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out indicate the time spent in its invoices. 8.3 The Charges exclude the following, which shall be payable by each the Customer monthly in arrears, following submission of an appropriate invoice: (a) the Supplier’s personnel cost of hotel, subsistence, travelling and be accompanied any other ancillary expenses reasonably incurred by timesheetsthe individuals whom the Supplier engages in connection with the Services; and 8.2.6(b) the cost to the Supplier of any materials or services procured by the Supplier from third parties for the provision of the Services as such items and their cost are set out in the Order Form or approved by the Customer in advance from time to time. 8.4 The Supplier reserves the right to annually adjust the service price in accordance with changes in the UK Consumer Price Index (CPI) plus 3.9%, as published by the Office for National Statistics or its successor. In the event of such adjustment, the Supplier shall maintain complete and accurate records provide the Customer with a 30-day notice of the revised Charges, notice can be provided with your monthly invoice. During this 30-day period, the Customer may terminate this Agreement by providing written notice to the Supplier. However, if the price increase is equal to or below the percentage change in CPI + 3.9%, the Customer shall not have the right to terminate the Agreement during this period. The adjusted Charges shall take effect on the expiry of the 30-day notice period and shall remain in force until the subsequent adjustment. It is understood that the service price shall not be adjusted downward, and any increase in the CPI resulting in a negative percentage change shall be treated as zero for the purposes of this provision. 8.5 The Supplier shall be entitled to increase the Charges at any time spent and materials used with immediate effect where the Supplier can reasonably demonstrate that such an increase is due to an increased cost of providing the Services caused by a third party supplier, or legal or regulatory change. Any such increase in the Charges will not exceed the increased cost incurred by the Supplier in providing the Services in such form as Service. 8.6 The Supplier retains the right to adjust any Charges at any time on 30 days’ notice to the Customer. In the event of a Charge adjustment for reasons other than those set out under clauses 8.4 or 8.5 above, the Customer shall approve. be entitled to terminate this Agreement by notice to the Supplier at any time in that 30 day period. 8.7 The Supplier shall allow invoice the Customer for the Charges at the intervals specified in the Order Form. If no intervals are so specified, the Supplier shall invoice the Customer at the start of each month: (a) for Services to be performed during that month and its agents to inspect and take copies any deposits due in respect of such records at that month; and (b) for all reasonable times on requestother supplies, for supplies made in the previous month. 8.3. All Charges are expressed exclusive of VAT. 8.8 The Customer shall pay each invoice submitted to it by the Supplier for Services immediately upon receipt and all other invoices within 30 days of date of invoice to a bank account nominated in writing by the Supplier from time to time. 8.9 The Supplier reserves the right to apply a nominal monthly charge (currently £3) for non direct debit payment methods. Such charge may be varied by the Supplier and notified to the SupplierCustomer from time to time. The Customer acknowledges and agrees that the nominal monthly charge for non direct debit payment methods represents a fair and genuine administration charge to compensate the Supplier for the time and cost involved in collecting non direct debit payments. 8.10 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under this Agreement on the due date: (a) 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 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%; and (b) without prejudice to its right to recover the Charges in full, the Supplier may suspend part or all of the Services until payment has been made in full. 8.11 All sums payable to the Supplier under this Agreement: (a) 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 VAT invoice; and (b) 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). 8.12 Time of payments is of the Chargesessence. 8.13 For the purposes of this agreement, payment is received when the amount of VAT (if any) which Supplier receives it in cleared funds. 8.14 The Supplier is properly chargeable entitled to set off sums owed by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 against sums owed 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 or otherwisethe Supplier.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Customer shall pay the Subscription Fees to the Supplier for the relevant number of Authorised Users and User Transactions in accordance with this clause 9 and Schedule 1and the support fees in accordance with clause 4.3 and Schedule 1. 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 14.1, at least 30 days prior to [each anniversary] of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 9.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the 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 4% over the then current base lending rate of Royal Bank of Scotland from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 13.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the Supplier in the performance of the Servicesappropriate rate. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 9.5 The Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has Subscription Fees, the Customer’s fees payable in respect of any additional Authorised Users or User Transactions purchased pursuant to clause 3.3, and/or the support fees payable pursuant to clause 4.3 at the start of each Renewal Period upon 90 days' prior written consent notice to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1o The Customer shall pay the Subscription Fees to the Supplier for the Services in accordance with this clause 9and Schedule 1 and the support fees in accordance with clause 3 and Schedule 1. In consideration of o The Customer shall on the provision of Effective Date provide to the ServicesSupplier or its billing agent valid, up-to-date and complete credit or debit card details and where relevant approved purchase order information acceptable to the Supplier or its billing agent and any other relevant valid, up-to-date and complete contact, bank payment and billing details and, if the Customer provides:  its credit or debit card or bank details to the Supplier or its billing agent, the Customer hereby authorises the Supplier or its billing agent to charge such bank account or xxxx such credit card:  On a month end basis in arrears for Pay as you Go charges;  its approved purchase order information to the Supplier or its billing agent, the Supplier or its billing agent shall invoice the Customer:  On a month end basis in arrears for Pay as you Go charges; and the Customer shall pay each invoice within 30 days after the date of such invoice, or the due date in accordance with the payment terms of its billing agent, whichever is sooner.  If the Supplier or its billing agent has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: o the Supplier or its billing agent may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; and o interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the Supplier costs then current base lending rate of Royal Bank of Scotland from time to time, commencing on the due date and expenses incurred by the Supplier continuing until fully paid, whether before or after judgment.  All amounts and fees stated or referred to in this agreement: o shall be payable in pounds sterling in the performance absence of a currency agreed with the Services. 8.2. Where Services billing agent; o are, subject to clause 3(b), non-cancellable and non-refundable; o are provided on a time and materials basis: 8.2.1. exclusive of value added or other sales tax, which shall be added to the Supplier’s standard daily fee rates for each person are calculated on invoice(s) at the basis appropriate rate.  If, at any time whilst using the Services, the Customer exceeds the amount of an eight-hour daystorage space or transactions or bandwidth as appropriate specified in the Documentation, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not charge the Customer, and the Customer shall pay, the Supplier’s then current excess data storage, transaction and bandwidth fees. The Supplier’s excess data storage, transaction and bandwidth fees current as at the Effective Date are set out in Schedule 1.  The Supplier shall be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specifiedadditional Services purchased pursuant to clause 3, the Charges support fees payable pursuant to clause 4.3 and/or the excess storage, transaction or bandwidth fees payable pursuant to clause 9.5 upon 30 days’ prior notice to the Customer and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrearsdeemed to have been amended accordingly. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown  Service Monitoring. Customer acknowledges that the Supplier continuously monitors the Service to: (a) track usage, (b) provide support, (c) monitor the performance, integrity, and stability of the expenses Service’s infrastructure, (d) provide usage statistics to its billing agent, (e) prevent or remediate technical issues, and relevant receipts(f) detect and address illegal acts or violations of Section 2.3 (Services Licence). 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration of 4.1 AMCS will invoice and Customer will pay the provision of Fees as stated in the Services, the Customer shall pay to the Supplier the Charges. Unless specified, the Customer Proposal. 4.2 Professional Services Fees shall be under no obligation to reimburse to the Supplier costs and expenses incurred invoiced by the Supplier in the performance of the Services. 8.2. Where Services are provided AMCS on a time and materials basis:material basis at the rates set out the Proposal unless such rates are expressly varied in a subsequent Proposal or addenda thereto. 8.2.14.3 All Fees under the Agreement: (a) are payable only in the Currency; (b) are non-cancellable and non-refundable; (c) relate to quantities purchased and cannot be decreased during the Term; (c) are exclusive of value added or other sales taxes, which will be added to AMCS’ invoices at the appropriate rate required by law; (d) are payable subject only to the fee dispute process of Section 4.6 below; and (e) shall be paid within thirty (30) days from date of invoice (the “Due Date”). 4.4 AMCS shall be entitled to make an annual adjustment to the Fees. The Fees shall be reviewed prior to each anniversary of the Supplier’s standard daily fee rates for each person are calculated on Effective Date during the Term. The adjustment, following such review, shall be the greater of (a) three percent (3%); or, (b) the applicable consumer price index in the Country. Such percentage increase shall be applied to the Fees with effect from the next anniversary of the Effective Date. The then-current Fees in any year shall be the basis of an eight-hour dayassessing the adjustment for the subsequent year. 4.5 AMCS does not require a purchase order from Customer. If Customer elects to issue a purchase order to AMCS for Customer’s purchases under the Agreement any terms and conditions in such purchase order are expressly rejected by AMCS, worked between 8.00 am will have no binding effect, and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by vary the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestAgreement. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier4.6 Should Customer, in addition to the Chargesacting reasonably, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or have a valid dispute in respect of the Charges. 8.4. Unless otherwise specifiedall or any part of any invoice(s), the Charges and any reimbursable costs and expenses shall be invoiced monthly Customer will notify AMCS in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown writing within ten (10) Business Days of its receipt of the expenses and relevant receipts. 8.5. Payment of invoices in relation invoice with such notice containing sufficient details to which there is no bona fide dispute shall be made in full within 30 days of allow AMCS to investigate the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement nature of the dispute. The time for Following such notice, Customer will be entitled to withhold payment of the Charges shall not be amount in dispute that relates to the Service or Deliverable that is the subject of the essence dispute, to a maximum of this Agreementone months’ invoice, without interest, while timely paying all undisputed amount(s) under such invoice. The Parties will cooperate in good faith to resolve any such dispute as amicably and promptly as possible, and on settlement of the dispute Customer will make the appropriate payment of any sum determined to be due within five (5) Business Days of resolution of the dispute or, if the dispute is resolved before the Due Date for such invoice, payment shall be made by the Due Date. 8.64.7 If AMCS has not received payment of any undisputed (pursuant to Section 4.6) invoiced sum (“Past Due Sum”) within fifteen (15) days after the Due Date, AMCS will be entitled, without notice, to charge interest on a daily basis on the Past Due Sum at the rate of one point five percent (1.5%) of such sum, per month (or the maximum rate permitted by law, if lower). Interest on the Past Due Sum will accrue from the Due Date until the Past Due Sum and interest are fully paid, whether paid before or after the rendering of a judgment (if applicable). Additionally, AMCS may provide Customer with a written notice to pay such outstanding sum within five (5) days or have the Services suspended. If such sum is not paid within the five (5) day period, AMCS shall be entitled to disable Customer’s passwords and access to all or part of the Services and discontinue its provision of any or all of the Services while the Past Due Sum and interest remain unpaid. The foregoing are not exclusive remedies. If the liabilities to be set off are expressed Past Due Sum and interest remain unpaid for thirty (30) days after the Due Date, Customer is in different currencies, material breach of 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwiseAgreement.

CHARGES AND PAYMENT. 8.1. In consideration of 9.1 The Customer shall pay for the On-boarding Fee and the Subscription Fee for the User Subscriptions to the Supplier in accordance with this clause 9 and Schedule 1. 9.2 The Customer shall, on the Effective Date, provide to the Supplier approved purchase order information acceptable to the Supplier to enable the Supplier to: (a) invoice the Customer: (i) on the Effective Date for the provision of the On-boarding Services; and (ii) on the date 30 days after the Effective Date or on the Go Live Date (whichever is the earlier) for the Subscription Fees payable in respect of the Initial Subscription Term; and (iii) subject to clause 14.1, on the first anniversary of the Go Live Date for the Subscription Fees payable in respect of the next Renewal Period, together with any Subscription Fees for additional User Subscriptions in accordance with clause 3 payable in respect of the period from the previous anniversary of the Go Live Date and in respect of the next Renewal Period. and the Customer shall pay each invoice within 30 days after the date of such invoice. 9.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Supplier the Charges. Unless specifiedCustomer, after advising the Customer in writing disable the Customer’s access to all or part of the Services and the Supplier shall be under no obligation to reimburse provide any or all of the 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 2.5% over the then current base lending rate of the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.4 All amounts and fees stated or referred to in this Agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 13.4, non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the Supplier in the performance of the Servicesappropriate rate. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 9.5 The Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier Subscription Fees standard pricing as stated in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSchedule 1, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specified, additional User Subscriptions purchased pursuant to clause 3.3 at the Charges start of each Renewal Period upon 90 days' prior notice to the Customer and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation deemed to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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-offhave been amended accordingly. Any exercise by such increases to standard pricing will be limited to the Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwisepercentage increase in the Consumer Price Index (CPI) plus 5% over the preceding 12 months.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Customer shall pay the Fees to the Supplier for the Services in accordance with this clause 9 and Schedule 1 9.2 The Customer shall on the Effective Date provide to the Supplier (where applicable): valid, up-to-date and complete credit card details; or approved purchase order information acceptable to the Supplier; or bank details; and any other relevant valid, up-to-date and complete contact and billing details. 9.3 If the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Fees payable in respect of the provision Initial Term; and (ii) subject to clause 14.1, on each anniversary of the ServicesEffective Date for the Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Fees payable in respect of the Initial Term; and (ii) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Fees payable in respect of the next Renewal Period. 9.4 The Customer shall pay each invoice within 30 days after the date of such invoice or if the Fees are to be paid in instalments by Standing Order, the Customer shall pay ensure that the necessary Standing Order has been set up in order to meet the due dates for payment of each instalment. 9.5 If the Supplier has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Supplier's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.6 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 13.4(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the appropriate rate. 9.7 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier in shall charge the performance of Customer, and the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. Customer shall pay, the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays);then current excess data storage fees. 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 9.8 The Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has Fees and/or the Customer’s excess storage fees payable pursuant to clause 9.7 at the start of each Renewal Period upon 90 days' prior written consent notice to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. ‌ 8.1. In consideration The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 8 and Schedule 1.‌ 8.2. The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 13.1, on each monthly anniversary of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3. If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services.Services while the invoice(s) concerned remain unpaid; and 8.2. Where Services are provided (b) interest shall accrue on a time and materials basis: 8.2.1. daily basis on such due amounts at an annual rate equal to 3% over the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each then current base lending rate of the Supplier’s personnel 's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4. All amounts and fees stated or referred to in this agreement: (a) shall be accompanied by timesheets; andpayable in pounds sterling; 8.2.6. (b) are, subject to clause 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier shall maintain complete and accurate records of Supplier's invoice(s) at the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approveappropriate rate. 8.5. The Supplier shall allow be entitled to increase the Customer Subscription Fees and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specifiedadditional User Subscriptions purchased pursuant to clause 3.3, at the Charges start of each Renewal Period upon 90 days' prior notice to the Customer, and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Customer shall pay the Subscription Fees to ODS for the User Subscriptions in accordance with this clause 9 and Schedule 1. 9.2 The Customer shall on the Effective Date provide to ODS valid, up-to-date and complete credit card details or approved purchase order information acceptable to ODS and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to ODS, the Customer hereby authorises ODS to xxxx such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 14.1, on the first day or each month following the Effective Date for the Subscription Fees payable in respect of the Servicesnext Renewal Period; (b) its approved purchase order information to ODS, ODS shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 9.3 If ODS has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of ODS: (a) ODS may, without liability to the Supplier Customer, disable the Charges. Unless specifiedCustomer's password, account and access to all or part of the Customer Services and ODS shall be under no obligation to reimburse provide any or all of the 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 4% over the Supplier costs and expenses incurred by the Supplier then current base lending rate of ODS's bankers in the performance of UK from time to time, commencing on the Servicesdue date and continuing until fully paid, whether before or after judgment. 8.2. Where Services are provided on a time 9.4 All amounts and materials basisfees stated or referred to in this agreement: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays)a) shall be payable in US Dollars; 8.2.2. all materials (b) are, subject to clause 13.4(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be supplied added to ODS's invoice(s) at cost unless specified;the appropriate rate. 8.2.3. the Supplier 9.5 ODS shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has Subscription Fees or the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specified, additional User Subscriptions purchased pursuant to clause 3.3 at the Charges start of each Renewal Period upon 30 days' prior notice to the Customer and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.17.1 The Customer shall pay the Installation Fee to the Supplier in accordance with this clause 7 and the Purchase Order. In consideration The Installation Fee is payable on the Effective Date and is non- refundable. 7.2 The Customer shall pay the Minimum Subscription Fees to the Supplier for the Minimum User Subscriptions in accordance with this clause 7 and the Purchase Order (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 12.1, at least 30 days prior to each anniversary of the Services, Effective Date for the Subscription Fees payable in respect of the next Renewal Period,and the Customer shall pay each invoice within 30 days after the date of such invoice. (iii) The Customer Shall pay for additional Flexi Subscriptions in arrears and paid within 10 working days from invoice or collected by Direct Debit for the previous months usage (iv) The customer can increase over the minimum user subscription to a maximum of 20% above minimum user subscription as a Flexi-subscription license. (v) The customer shall be billed on peak usage for calendar month of usage. (vi) The customer will be billed for the minimum subscription fees after 90 days from the date of the contract being signed, regardless of whether the system is live. 7.3 If the Supplier has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Service and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. Service while the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheetsinvoice(s) concerned remain unpaid; and 8.2.6(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 10% 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. 7.4 Call charges are rounded up to the nearest second, with no set up fee, connection fee or minimum call charge. Calls are billed in six second increments. 7.5 Mobile Charges shown in this agreement are applicable to calls connected to Vodafone, O2, EE and 3 networks. Calls to other networks will vary. 7.6 Only IF Stated using a Bundled Minutes Deal in “MaxContact Fees and Payment Terms”. Call charges are included in the Supplier shall maintain complete monthly rental up to and accurate records of including 5000 minutes per month per agent. Inclusive minutes only apply to band FM1-FM6 (o2, Vodafone, H3G, EE, Orange, TMobile) and local and national rates ONLY. All other call charges will be charged at our standard rates. Should the time spent and materials used by 5000 minutes be exceeded the Supplier in providing the Services in such form as following rates will apply. 0.94ppm 2.45 ppm 0.61ppm 7.7 If the Customer shall approve. The Supplier shall allow uses the Customer MaxContact platform to send and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to or/receive SMS they will be charged the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.following 3p per message £15/month

CHARGES AND PAYMENT. 8.1. 10.1 In consideration of the provision of the Servicesrelevant Service(s), EH Product(s), Subscription(s), Consultation Credits and/or Solution(s) by EH, the Customer shall pay the Charges as set out in the relevant Order Form(s) (as may be amended in writing from time to time in accordance with the Supplier terms of the ChargesAgreement). 10.2 Save as expressly provided for in the relevant Order Form or this clause 10.2, all Charges are payable in advance (with frequency being detailed in the Order Form (or in the absence of any such detail, annually in advance)) and on the dates specified in the Order Form (or in the absence of any such detail, on the date on which the relevant Order Form is entered into and each anniversary thereof). Unless specifiedAny Charges payable in accordance with clause 10.11 shall be payable in arrears at the end of the relevant Order Form Year. 10.3 In the event that an Order Form provides for payment upon receipt of an invoice, then the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for pay each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each undisputed invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full and in cleared funds, within 30 thirty (30) days of the date of invoicesuch invoice to a bank account nominated in writing by EH. 10.4 Subject to any fixed pricing agreed in the relevant Order Form, EH may adjust the Charges on an annual basis during the Term. EH shall notify the Customer in writing of any change in the Charges. 10.5 For the avoidance of doubt all Charges are exclusive of VAT, which EH shall add to its invoices at the appropriate rate. 10.6 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay EH on the due date, EH may: 10.6.1 charge interest on such sum from the due date for payment at the annual rate of four percent (4%) above the base lending rate from time to time of Clydesdale Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Customer shall pay the interest immediately on demand (or, EH may in the alternative and at its option claim interest under the Late Payment of invoices Commercial Debts (Interest) Act 1998); and/or 10.6.2 suspend all Service(s), Subscription(s), Consultation Credit(s) the delivery of any EH Product(s) and any licence to use (and access) any Solution(s), without any liability to the Customer, unless or until payment has been made in relation full. 10.7 Notwithstanding any provision in the Agreement to which there the contrary, all sums payable to EH under the Agreement shall become due immediately on its termination. This clause 10.7 is a bona fide dispute shall be made within 45 days of settlement of without prejudice to any right to claim for interest under the dispute. The time for payment of law, or any such right under the Charges shall not be of the essence of this Agreement. 8.6. 10.8 If EH is unable to deliver any Service(s), Subscription(s), Solution(s) or EH Product(s) ordered by the liabilities Customer (including, installation services, support service or training services) due to any act or omission on the part of the Customer then EH shall be entitled to charge the Customer in respect of any time spent attempting to deliver the same. 10.9 EH may, without prejudice to any other rights it may have, set off any liability of the Customer to EH against any liability of EH to the Customer. 10.10 The Customer agrees that, for the purposes of calculating the Charges for Subscription(s) and/or Consultation Credits, the relevant Charges shall be payable in full and are expressed non-refundable regardless of whether: 10.10.1 a Subscription is allocated or not and/or actually used by a Customer Subscriber (in different currenciespart or whole); 10.10.2 a Customer Subscriber has their FourteenFish User account blocked, suspended or terminated in accordance with the FourteenFish User Terms; and/or 10.10.3 a Customer Subscriber has their access to the relevant Product(s) withdrawn by the Customer. 10.11 At the end of each Order Form Year (for the relevant Order Form), EH will review the number of actual Customer Subscribers for that period against the number of Subscriptions purchased by the Customer at the start of that Order Form Year. In the event that: 10.11.1 there are more Customer Subscribers than paid for by the Customer in the relevant Order Form, the Customer may convert either liability at a market rate of exchange shall pay EH pro-rated Charges for the purpose period between the date each additional Customer Subscriber was added until the end of set-off. Any exercise the relevant Order Form Year; or 10.11.2 there are fewer Customer Subscribers than purchased for by the Customer in the relevant Order Form, no further Charges or refund will be payable. 10.12 Unless agreed otherwise by the parties in writing (including under an Order Form), all Subscriptions and Consultation Credits shall be renewed and invoiced by EH in the sum that is the greater of: 10.12.1 the number of its rights Subscriptions/Consultation Credits originally ordered by the Customer under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwisethe relevant Order Form; or 10.12.2 the actual number of Customer Subscribers for each Subscription/Consultation Credits at the start of the relevant Order Form Year.

CHARGES AND PAYMENT. 8.1. In consideration 10.1 The Licensee shall pay the Subscription Fees to Snyk for the Developer Subscriptions in accordance with this clause 10 and with the prices set out in Schedule 1. 10.2 Snyk shall invoice the Licensee on the Effective Date and thereafter yearly (as agreed between the parties in writing), and the Licensee shall pay each invoice within 30 days after the date of such invoice. 10.3 If Snyk has not received payment by the due date, and without prejudice to any other rights and remedies of Snyk: (a) Snyk may, without liability, disable the Licensee's password, account and access to all or part of the provision of the Services, the Customer shall pay to the Supplier the Charges. Unless specified, the Customer Services and Snyk shall be under no obligation to reimburse provide any or all of the 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 4% over the Supplier costs then base rate of the Bank of England from time to time, commencing on the due date and expenses incurred by the Supplier continuing until fully paid, whether before or after judgment. 10.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in the performance currency set out in Schedule 1; (b) are non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to Snyk’s invoice(s) at the Servicesappropriate rate; and (d) are exclusive of state or federal sales taxes, for which the Licensee shall be required to self-assess and account, if relevant. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials 10.5 Snyk shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has Subscription Fees and/or the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specifiedadditional Developer Subscriptions purchased pursuant to clause 4.2 at the start of each Renewal Period upon 80 (eighty) days' prior notice to the Licensee, the Charges and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation deemed to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6have been amended accordingly. If the liabilities Licensee does not agree to be set off are expressed in different currenciesthe fee increase, it may terminate this agreement by giving notice to Snyk before, and effective upon, the Customer may convert either liability at a market rate end of exchange for the purpose Initial Term of the Renewal Period (as applicable). 10.6 The Licensee shall pay the Subscription Fees without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law. Any exercise If any withholding or deduction is required by law, the Customer of its rights under this clause shall not limit Licensee shall[, when making the payment to which the withholding or affect any other rights deduction relates, pay to Snyk such additional amount as will ensure that Snyk receives the same total amount that it would have received if no such withholding or remedies available to it under this Agreement or otherwisededuction had been required.

CHARGES AND PAYMENT. 8.19.1 The Client shall pay the Fees in accordance with this clause 9. 9.2 Unless otherwise set out in this Agreement or agreed in writing, all fees and charges due to the Supplier shall be thereafter, for the Subscription Fees payable in respect of the upcoming Subscription Period. In consideration paid to the Supplier in advance of the provision of the ServicesServices for which those fees and charges relate to. 9.3 To enable the Supplier to charge the Client for, and receive payment of, the Customer Fees, the Client shall pay on the Effective Date: 9.3.1 provide to the Supplier valid, up- to-date and complete, purchase order information payment card details acceptable to the Charges. Unless specifiedSupplier and any other relevant valid, up- to-date and complete contact and billing details; and 9.3.2 complete all forms (including any appropriate direct debit mandates) and grants all permissions requested to enable the Supplier to collect payment by way of direct debit. 9.4 Where the Client provides its payment card details and completes a direct debit mandate, the Customer Client authorises the Supplier to charge the Client’s card using the details provided by way of direct debit for the Fees or where the Client has only provided its purchase order information (or no information at all), the Supplier shall invoice the Client in the manner and on the dates set out below: (a) on the Effective Date, for the Subscription Fees payable in respect of the initial Subscription Period; and (b) at the start of each Subscription Period (a) on the Effective Date, for the Portal Fees payable in respect of the initial Portal Licensing Period; and (b) at the start of each Portal Licensing Period thereafter, for the Portal Fees payable in respect of the upcoming Portal Licensing Period. 9.5 The Client shall pay each invoice within 30 days after the date of such invoice. 9.6 If the Supplier has not received payment within 30 days after the due date, then without prejudice to any other rights and remedies of the Supplier: 9.6.1 the Supplier may, without liability to the Client, disable the Client's account and/or access to all or part of the Services and the Supplier shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.6.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.7 All amounts and fees stated or referred to in this Agreement: 9.7.1 shall be payable in pounds sterling; 9.7.2 are non-cancellable and non- refundable; and 9.7.3 are exclusive of value added tax, which shall be added to the Supplier costs Supplier's invoice(s) at the appropriate rate and expenses incurred by which the Supplier in the performance of the ServicesClient is responsible for paying. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 9.8 The Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the increase any fees or charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it due under this Agreement or otherwiseupon the provision of 90 days' prior notice to the Client and the Order Form shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and Schedule 1. 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to xxxx such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 14.1, on each anniversary of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 9.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Supplier's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 13.4(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the appropriate rate. 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier in shall charge the performance of Customer, and the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. Customer shall pay, the Supplier’s standard daily fee rates for each person then current excess data storage fees. The Supplier’s excess data storage fees current as at the Effective Date are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays);set out in Schedule 1. 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 9.6 The Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specified, additional User Subscriptions purchased pursuant to clause 3.3 and/or the Charges excess storage fees payable pursuant to clause 9.5 at the start of each Renewal Period upon 90 days' prior notice to the Customer and any reimbursable costs and expenses Schedule 1 shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and Schedule 1. 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: 9.2.1 its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: 9.2.1.1 on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and 9.2.1.2 subject to clause 14.1, on each anniversary of the ServicesEffective Date for the Subscription Fees payable in respect of the next Renewal Period; 9.2.2 its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: 9.2.2.1 on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and 9.2.2.2 subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 9.3 If the Supplier has not received payment within [30 days] after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.3.1 the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services.Services while the invoice(s) concerned remain unpaid; and 8.2. Where Services are provided 9.3.2 interest shall accrue on a time and materials basis: 8.2.1. such due amounts at an annual rate equal to [3]% over the then current base lending rate of [the Supplier’s standard daily fee rates for each person are calculated bankers in the UK] at the date the relevant invoice was issued, commencing on the basis of an eight-hour daydue date and continuing until fully paid, worked between 8.00 am whether before or after judgment. 9.4 All amounts and 5.00 pm on weekdays (excluding public holidays)fees stated or referred to in this agreement: 9.4.1 shall be payable in [pounds sterling]; 8.2.2. all materials 9.4.2 are, subject to clause 13.4.2, non-cancellable and non-refundable; 9.4.3 are exclusive of value added tax, which shall be supplied added to the Supplier’s invoice(s) at cost unless specified;the appropriate rate. 8.2.3. 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier shall not charge the Customer, and the Customer shall pay, the Supplier’s then current excess data storage fees. The Supplier’s excess data storage fees current as at the Effective Date are set out in Schedule 1. 9.6 The Supplier shall be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specified, additional User Subscriptions purchased pursuant to clause 3.3 and/or the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be excess storage fees payable only if accompanied by a detailed breakdown pursuant to clause 9.5 at the start of the expenses and relevant receipts. 8.5. Payment of invoices in relation each Renewal Period upon 90 days’ prior notice to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available and Schedule 1shall be deemed to it under this Agreement or otherwisehave been amended accordingly.

CHARGES AND PAYMENT. 8.1. 5.1 In consideration of the provision Supplier performing its obligations in accordance with the provisions of this Agreement the Company shall pay the Charges. The Charges shall: 5.1.1 constitute the only charges payable by the Company under or in respect of this Agreement or the Goods and Services and be exclusive of VAT; 5.1.2 unless otherwise stated in the Purchase Order be inclusive of all charges, including all travel, subsistence, expenses, packaging material, packing, shipping, loading, carriage, insurance and delivery and all other costs and expenses of the ServicesSupplier and the Supplier Personnel and any duties, imposts, levies or taxes other than VAT; and 5.1.3 neither the Customer Charges not any other costs, expenses, fees or charges shall pay be adjusted to take account of any inflation, change in exchange rate, change to interest rate or any other factor or element which might otherwise increase the cost to the Supplier or the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in Subcontractors of the performance of the ServicesSupplier's obligations. 8.25.2 Where the Purchase Order states that the Supplier may recover travel and subsistence costs in addition to the Charges, such costs may only be recovered in accordance with the Company's permitted expenses policy. 5.3 The Supplier may invoice the Company for the Charges in accordance with the payment dates referred to in the Purchase Order or, if no specific dates have been referred to on, or at any time after, delivery of the Goods or Completion of the Services (as applicable) in accordance with this Agreement. Where Services are provided on a time and materials basisIn order to be valid, invoices issued by the Supplier must: 8.2.1. 5.3.1 be valid tax invoices for the purposes of VAT legislation; 5.3.2 identify the Supplier’s standard daily fee rates for each person are calculated on ; reference the basis of an eight-hour day, worked between 8.00 am Purchase Order number and 5.00 pm on weekdays (excluding public holidays)specify the Goods and/or Services to which the invoice relates; 8.2.2. all materials shall 5.3.3 be supplied at cost unless specifiedsent to Centrica Accounts Payable ‐ British Gas Trading Ltd, Winnall Down, Alresford Road, Winchester, Hampshire SO21 1FP or such other address as may be notified to the Supplier from time to time; 8.2.35.3.4 include any necessary information to support the invoiced amount; and 5.3.5 be in any form requested by the Company which may include the use (at the Supplier's cost) of the Company's preferred electronic invoicing system through the Company's then current service provider, as notified to the Supplier from time to time. 5.4 If the Company disputes any sum included in a valid invoice it shall notify the Supplier of the dispute and the amount to which it relates. The Supplier shall promptly issue a credit note for the disputed amount and VAT thereon and issue an invoice in the amount of the undisputed sum. The Company shall pay any undisputed balance of the invoice in accordance with this clause 5. If resolution of any dispute results in the Company agreeing to make payment to the Supplier, the Supplier may invoice the agreed amount to the Company and the Company shall pay the invoice in accordance with this clause 5. 5.5 Subject to clause 5.4, the Company shall pay the Charges within 60 days of receiving a valid invoice for the same. 5.6 If any undisputed sum payable under this Agreement is not paid when due then the party entitled to payment may claim interest from the due date until payment is made in full both before and after any judgment, at two per cent per annum over the Bank of England bank rate from time to time. 5.7 The Company may set off against any liability arising under this Agreement any liability which it reasonably believes to be due from the Supplier to the Company under this Agreement (whether or not the exact amount of the liability has been finally determined). 5.8 The Supplier shall not be entitled to charge invoice the Company, and the Company shall not be obliged to pay the Supplier, for Charges that are not invoiced within three months of the date on which the Charges could have first been included in an invoice. 5.9 The Supplier shall not commence the performance of the Services, supply Goods nor deliver any Deliverables until it receives a pro-rata basis for part-days worked by valid Purchase Order from the Company. Any performance of the Services or supply of Goods or Deliverables prior to the receipt of a valid Purchase Order shall be at the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, sole risk and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges Company shall not be of the essence of this Agreementliable to pay for such Services, Goods or Deliverables. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration of 8.1 The Customer shall pay the provision of Subscription Fees to Innovise for the ServicesUser / Device Subscriptions as set out in the Quote. 8.2 The Customer shall on the Effective Date provide to Innovise approved purchase order information acceptable to Innovise and any other relevant valid, up-to-date and complete contact and billing details and Innovise shall invoice the Customer on a recurring basis as stipulated in the Quote and the Customer shall pay each invoice prior to the Supplier date of the Charges. Unless specifiedcommencement of the applicable payment period. 8.3 If Innovise has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Innovise: (a) Innovise may, without liability to the Customer Customer, disable the Customer’s password, account and access to all or part of the Services and Innovise shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services.Services while the invoice(s) concerned remain unpaid; and 8.2. Where Services are provided (b) interest shall accrue on a time and materials basis: 8.2.1. such due amounts at an annual rate equal to 3% over the Supplier’s standard daily fee rates for each person are calculated then current base lending rate of HSBC PLC at the date the relevant invoice was issued (or the maximum permitted by law), commencing on the basis of an eight-hour daydue date and continuing until fully paid, worked between 8.00 am whether before or after judgment and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials Innovise shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent reclaim associated debt recovery costs. 8.4 All amounts and fees stated or referred to do soin this agreement: (a) shall be payable in pounds sterling; 8.2.4. (b) are non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to Innovise’s invoice(s) at the Supplier appropriate rate. 8.5 Innovise shall ensure that be entitled to increase the Supplier’s personnel complete time sheets recording time spent on the Services, Subscription Fees and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of any additional User / Device Subscriptions purchased upon 90 days' prior notice to the ChargesCustomer. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 7.1 The Customer shall pay the Fees to the Supplier for the Subscriptions in accordance with this clause 7 and Schedule 2. 7.2 The Customer shall on the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date, for the Platform Licence Fee in respect of the provision of the Services, Subscriptions purchased by Customer and the Customer shall pay such invoice within 30 calendar days; and (ii) subject to clause 12.1, at the end of each month for the Usage Fees accrued in that month and the Customer shall pay such invoice within 30 days after the date of the invoice. 7.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the 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 4%, commencing on the due date and continuing until fully paid, whether before or after judgment. 7.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in US Dollars; (b) are, subject to clause 11.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the Supplier appropriate rate. 7.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the performance of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour dayDocumentation, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage fees. The Supplier's excess data storage fees current as at the Effective Date are set out in Schedule 2. 7.6 The Supplier shall be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the ServicesFees, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier upon no less than 90 days' notice to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation prior to which there is no bona fide dispute shall be made in full within 30 days each anniversary of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute this agreement and Schedule 2 shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreementdeemed to have been amended accordingly. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration of 9.1 The Customer shall pay the provision of Subscription Fees to the ServicesSupplier for the User Subscriptions in accordance with this clause 9 and Schedule 1. 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer shall pay hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term ( 12 months ); and (ii) subject to clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; subsequent annual charges will be increased by the higher of the Retail price index [RPI]or Consumer price index [CPI] for the previous 12 months. This will occur on each anniversary and will be based on the previous payment. In the event of a negative RPI or CPI 1% will be applied to the Supplier charge. (b) its approved purchase order information to the Charges. Unless specifiedSupplier, the Customer Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term (12 months); and (ii) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, 9.3 If the Supplier has not received payment within [30 days] after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to reimburse provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate equal to 7 % over the then current base lending rate of the Supplier's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 13.4(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier costs and expenses incurred by Supplier's invoice(s) at the appropriate rate. 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier in shall charge the performance of Customer, and the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. Customer shall pay, the Supplier’s standard daily fee rates for each person then current excess data storage fees. The Supplier’s excess data storage fees current as at the Effective Date are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays);set out in Schedule 1. 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the 9.6 The Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by increase the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the ChargesSubscription Fees, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or fees payable in respect of the Charges. 8.4. Unless otherwise specified, additional User Subscriptions purchased pursuant to clause 3.3 and/or the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be excess storage fees payable only if accompanied by a detailed breakdown pursuant to clause 9.5 at the start of the expenses and relevant receipts. 8.5. Payment of invoices in relation following month provided 14 days' prior notice has been provided to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available and Schedule 1shall be deemed to it under this Agreement or otherwisehave been amended accordingly.

CHARGES AND PAYMENT. 8.1. In consideration of the provision of the Services, the 8.1 The Customer shall pay the Fees to Maxinity for the User Licenses in accordance with this clause 9, subject to any other payment terms detailed in the Service Order Form, any Statement of Work or as otherwise agreed between the parties. 8.2 The Customer shall before the Commencement Date provide to Maxinity relevant valid, up-to-date and complete contact and billing details and Maxinity shall invoice the Customer on the Commencement Date for the Fees payable as detailed in the Service Order Form. Unless otherwise agreed in a Service Order Form, all invoices shall be payable and due within 7 days of the date of invoice. 8.3 Maxinity will send the Customer an invoice for any Additional Services and Hosting Services either as soon as they have been provided or at the end of the month in which they were provided. 8.4 If Maxinity has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Maxinity: (a) Maxinity may, without liability to the Supplier Customer, on at least 7 days advance notice, disable the Charges. Unless specifiedCustomer’s or any End Users' password, account and suspend access to all or part of the Customer Services and Maxinity shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the ServicesServices while the invoice(s) concerned, any interest, administrative and legal costs of collecting payment and any further sums payable, remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.2. Where Services are provided on a time 8.5 All amounts and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays fees stated or referred to in this agreement: (excluding public holidays); 8.2.2. all materials a) shall be supplied payable in pounds sterling; (b) are non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to Maxinity's invoice(s) at cost unless specified;the appropriate rate. 8.2.3. the Supplier 8.6 Maxinity shall not be entitled to charge increase the Fees payable at the start of each Renewal Term on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s 104 days' prior written consent notice to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses Service Order Form shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receiptsdeemed to have been amended accordingly. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration of 7.1 Where the provision of the Services, the Customer shall pay to the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. (a) the charges payable for the Services shall be calculated in accordance with the Supplier's standard hourly fee rates, as amended from time to time by the Supplier giving not less than one month’s written notice to the Customer; (b) all charges quoted to the Customer shall be exclusive of VAT which the Supplier shall add to its invoices at the appropriate rate; (c) the Supplier shall invoice the Customer monthly in advance or arrears at the Supplier’s standard daily fee rates sole discretion for each person its charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this condition 7.1. 7.2 Where the Services are calculated on provided for a fixed price, the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials total price for the Services shall be supplied the amount set out in the Specification Schedule. The total price shall be paid to the Supplier (without deduction or set-off) in instalments, as set out in the Specification Schedule. 7.3 Any fixed price and daily rate contained in the Specification Schedule excludes: (a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by the Supplier for the supply of the Services. Such expenses, materials and third party services shall be invoiced by the Supplier [at cost unless specified;cost]; and 8.2.3. (b) VAT, which the Supplier shall not be entitled add to charge on a pro-rata basis for part-days worked by its invoices at the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestappropriate rate. 8.3. All Charges are expressed exclusive of VAT. 7.4 The Customer shall pay each invoice submitted to it by the Supplier, in addition to the Chargesfull and in cleared funds, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of receipt. 7.5 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may: (a) charge interest on such sum from the due date for payment at the annual rate of invoice. 2% above the base lending rate from time to time of Lloyds TSB Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Supplier may claim interest under the Late Payment of invoices Commercial Debts (Interest) Act 1998; and (b) suspend all Services until payment has been made in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time full. 7.6 Time for payment of the Charges shall not be of the essence of this Agreementthe Contract. 8.67.7 All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision. If This condition 7.7 is without prejudice to any right to claim for interest under the liabilities law, or any such right under the Contract. 7.8 The Supplier may, without prejudice to 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 clause shall not limit or affect any other rights or remedies available it may have, set off any liability of the Customer to it under this Agreement or otherwisethe Supplier against any liability of the Supplier to the Customer.

CHARGES AND PAYMENT. 8.16.1. The charges for the Services shall be on a time and materials basis and as set out in the Service Proposal. In consideration of the provision of the Servicesaddition, Xxxxxxxxxxxx JCB shall be entitled to charge the Customer shall pay to the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and for any expenses reasonably incurred by the Supplier individuals whom Xxxxxxxxxxxx JCB engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses; the cost of services provided by third parties and required by Xxxxxxxxxxxx JCB for the performance of the Services; and, the cost of any Replacement Parts or other materials or consumables. 8.26.2. Where Services are provided on a time and materials basis: 8.2.1. Xxxxxxxxxxxx JCB shall invoice the Supplier’s standard daily fee rates for each person are calculated on Customer in accordance with the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall payment profile set out the time spent by each in Xxxxxxxxxxxx JCB’s written acknowledgement of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestOrder. 8.3. All Charges are expressed exclusive of VAT6.3. The Customer shall pay to the Supplier, each invoice submitted by Xxxxxxxxxxxx JCB in addition to the Charges, the amount of VAT GB Pound Sterling (if anyor such other currency as may be agreed by Xxxxxxxxxxxx JCB in writing): 6.3.1. within thirty (30) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of the invoice; and 6.3.2. Payment of invoices in relation full and in cleared funds to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The bank account nominated in writing by Xxxxxxxxxxxx JCB, and time for payment of the Charges shall not be of the essence of this Agreementthe Contract. 8.66.4. 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 Xxxxxxxxxxxx JCB to the Customer, the Customer shall, on receipt of a valid VAT invoice from Xxxxxxxxxxxx JCB, pay to Xxxxxxxxxxxx JCB such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 6.5. If the liabilities Customer fails to be set off are expressed in different currenciesmake any payment due to Xxxxxxxxxxxx JCB under the Contract by the due date for payment, then the Customer may convert either liability shall pay interest on the overdue amount at a market the rate of exchange for 8% per cent per annum above base rate of the purpose Bank of England 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 interest together with the overdue amount. 6.6. 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). 6.7. Any exercise Xxxxxxxxxxxx JCB reserves the right to apply an inflationary factor to the Contract, should the Consumer Price Index (CPI), as measured by the Customer of its rights under this clause shall not limit or affect Office for National Statistics, exceed 3% in any other rights or remedies available to it under this Agreement or otherwiseone year.

CHARGES AND PAYMENT. 8.1. In consideration ‌ 7.1 The Customer shall pay the Subscription Fees (including the fees for any additional Subscriptions under clauses 3.4 and 3.5) to Safelink for the right for Authorised Users and Participants to access and use the Services in accordance with this clause 7 and the Subscription Details.‌ 7.2 Subscription Fees shall be calculated based on the Subscriptions required by the Customer, and charged in accordance with the Subscription Details. 7.3 Safelink shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the provision Initial Subscription Term; and (ii) subject to clause 12.1, on the first day of each Renewal Period for the ServicesSubscription Fees payable in respect of that Renewal Period, and the Customer shall pay to the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full Subscription Fees within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreementinvoice issued by Safelink. 8.6. 7.4 If Safelink has not received payment on the liabilities due date, and without prejudice to 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 clause shall not limit or affect any other rights and remedies of Safelink: (a) Safelink may, without liability to the Customer, disable the Customer’s account and access to all or remedies available part of the Services and Safelink shall be under no obligation to it under provide any or all of the 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 2% over the prevailing Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 7.5 All amounts and fees stated or referred to in this Agreement or otherwiseAgreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 11.4(b), non-cancellable and non-refundable; (c) are exclusive of goods and sales tax (GST) and value added tax (VAT), which shall be added to Safelink's invoice(s) as appropriate at the appropriate rate. 7.6 Safelink shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon giving not less than 30 days' prior notice to the Customer. Any such increase may not exceed two (2) per cent plus the percentage increase in the UK Consumer Prices Index in the period beginning fifteen (15) months and ending three (3) months before the relevant Renewal Period.

CHARGES AND PAYMENT. 8.1. In consideration 9.1 The Customer shall pay the Price including the Subscription Fees and Usage Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and the Statement of Price. 9.2 The Supplier shall invoice the provision Customer through the Supplier’s preferred invoicing method on a monthly basis for all Subscription Fees, Usage Fees relating to minimum Volume Capacity and Usage Fees, and any other fees specified in the Statement of Price or otherwise agreed, which have been incurred during the Services, previous month or are payable monthly in advance and the Customer shall pay each invoice within 30 days after the receipt of such invoice. 9.3 If the Supplier has not received payment in full within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: a. the Supplier may, without liability to the Customer, suspend and/or disable the Customer’s or any Authorised Users’ password, account and access to all or part of the G- Cloud Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse provide any or all of the G-Cloud Services while the invoice(s) concerned remain unpaid; and b. interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank plc or its successor at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.4 All amounts and fees stated or referred to in this Agreement: a. shall be payable in pounds sterling; b. are, subject to clause 13.4, non- cancellable and non- refundable; c. are exclusive of Value Added Tax and all taxes or duties which may be levied or based upon price and other sums payable or any part thereof. Value Added Tax and all such taxes and duties (with the exception of any tax levied or based upon the income of the Supplier) shall be paid by the Customer as additional charges hereunder; and d. shall be paid free and clear of all deductions or withholdings whatsoever unless the same are required by law, in which case the Customer undertakes to pay to the Supplier costs and expenses incurred /or indemnify the Supplier for such additional amounts as are necessary in order that the net amounts received by the Supplier in the performance of the Services. 8.2. Where Services are provided on a time after all deductions and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier withholdings shall not be entitled less than such payments would have been in the absence of any requirement to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use make such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestdeduction or withholding. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration 10.1 The Subscription Fees for the Initial Subscription Term shall be due upon the Go Live Sign Off Date and for any Renewal Period on the first day of the provision Renewal Period but provided the Customer is not in breach of this agreement the Customer may pay the Subscription Fees to Iplicit due for the Initial Subscription Term and for any Renewal Period by equal quarterly instalments in advance. 10.2 If Iplicit has not received a quarterly payment instalment within 14 days after the due date, and without prejudice to any other rights and remedies of Iplicit, including the right to terminate this agreement: (a) Iplicit may, without liability to the Customer, suspend the Customer’s account and its access to all or part of the Services, the Customer shall pay to the Supplier the Charges. Unless specified, the Customer Services and Iplicit shall be under no obligation to reimburse provide any of the Services while any of the Subscription Fees remain unpaid; (b) The whole of the Subscription Fees and any excess storage fees shall become immediately due and payable; and (c) interest shall accrue on such due amounts at an annual rate equal to 5% over the Supplier costs then current base lending rate of HSBC Bank Plc at the date the relevant invoice was issued, commencing on the due date and expenses incurred by continuing until fully paid, whether before or after judgment. 10.3 All amounts and fees stated or referred to in this agreement: (a) shall be payable in Euros; (b) are, subject to clause 14.4(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be payable in addition at the Supplier appropriate rate. 10.4 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the performance of Schedule 1, Iplicit shall charge the ServicesCustomer, and the Customer shall pay, Iplicit’s then current excess data storage fees. Iplicit’s excess data storage fees current as at the Go Live Sign Off Date are set out in Schedule 1. 8.2. Where Services are provided on a time and materials basis: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials 10.5 Iplicit shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by review and increase the Supplier’s personnel unless it has fees payable in respect of User Subscriptions and any additional User Subscriptions purchased pursuant to clause 4.1 and/or the Customer’s prior written consent excess storage fees payable pursuant to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete clause 10.4 from time sheets recording to time spent on the Services, and the Supplier shall use such time sheets without notice to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer but subject always to clause 10.6 and provided that any annual increase shall approve. The Supplier shall allow not exceed 5% above RPI 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 its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay Iplicit agree that the Subscription Fees payable for additional Authorised Users approved by Iplicit prior to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect end of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses Initial Subscription Term or during a Renewal Period shall be invoiced monthly payable at the then prevailing rate for additional Authorised Users), any increase in arrears. Invoices for agreed expenses Subscription Fees following any revisions of the same shall be payable only if accompanied by with effect on and from the commencement of a detailed breakdown of the expenses Renewal Period and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute Schedule 1 shall be made in full within 30 days of the date of invoice. Payment of invoices in relation deemed to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreementhave been amended accordingly. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1. In consideration of the provision of the Services, the Customer 9.1 The Client shall pay to IEX: a) the Supplier Subscription Fees; b) the Charges. Unless specifiedConfiguration Fees; c) IEX’s travel expenses, subject to prior approval by the Customer Client, and subject to IEX producing evidence of the relevant expenditure; and d) all other fees set out in any SOW. 9.2 The Client shall on the date of signature of each applicable SOW, provide to IEX valid, up-to-date and complete approved purchase order information acceptable to IEX (if required) and/or any other relevant valid, up-to-date and complete contact and billing details and IEX shall invoice the Client for the Fees in accordance with the SOW. 9.3 The Client shall pay the Fees specified in any invoice within thirty (30) days of the date of such invoice (unless otherwise stated in the SOW) by direct debit or BACS transfer into IEX’s account as notified in writing by IEX from time to time. 9.4 If IEX has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of IEX: a) IEX may, without liability to the Client, disable the Client's password, account and access to all or part of the Software or the Services and IEX shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the ServicesSoftware or the Services while the invoice(s) concerned remain unpaid; and b) interest shall accrue on such due amounts at an annual rate equal to 5% per annum above the Bank of England base rate as at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. The Client shall pay the interest together with the overdue amount. 8.2. Where Services are provided on a time 9.5 All amounts and materials basisfees stated or referred to in this Agreement: 8.2.1. the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays)a) shall be payable in pounds sterling; 8.2.2. all materials b) are non-cancellable and non-refundable, unless otherwise stated in this Agreement; and c) are exclusive of value added tax, which shall be supplied added to IEX's invoice(s) at cost unless specified;the appropriate rate. 8.2.3. the Supplier 9.6 IEX shall not be entitled to charge increase the Subscription Fees on a pro-rata basis for part-days worked each anniversary of the Effective Date by the Supplier’s personnel unless it has percentage rate of increase in the Customer’s then current Retail Price Index plus 5% upon 120 days' prior written consent notice to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the ServicesClient, and the Supplier Subscription Fees shall use such time sheets be deemed to calculate the charges covered by each monthly invoice;have been amended accordingly. 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and 9.7 All payments to be accompanied by timesheets; and 8.2.6. the Supplier shall maintain complete and accurate records of the time spent and materials used made by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. 8.3. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute Client under this Agreement shall be made in full within 30 days of the date of invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of without any set-off. Any exercise by , restriction or conditions and without any deduction of or on account of any counterclaim. 9.8 If the Customer Client requires IEX to carry out any additional services not specified in the SOW, IEX shall be entitled to make additional charges for such services subject to the prior agreement of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwisethe parties.

CHARGES AND PAYMENT. 8.19.1 The Customer shall pay the Managed Service Fees to the Supplier for the Service and Software in accordance with this clause 9 and Schedule 1 and the support fees in accordance with clause 4.3 and Schedule 1. 9.2 The Supplier shall charge the Customer, and the Customer shall pay, the Supplier's Overages Fees. In consideration Overage Fees will be rounded up to the nearest whole xxxxx (where applicable). The Supplier's Overages Fees are set out in Schedule 1. 9.3 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (i) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Managed Service Fees payable in respect of the provision Initial Term; and (ii) subject to clause 14.1, on each anniversary of the ServicesEffective Date for the Managed Service Fees payable in respect of the next Renewal Period; (ii) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Managed Service Fees payable in respect of the Initial Term; and (ii) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Managed Service Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 9.4 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (i) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier the Charges. Unless specified, the Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the performance provide any or all of the Services. 8.2. Where Services are provided on a time and materials basis: 8.2.1. while the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheetsinvoice(s) concerned remain unpaid; and 8.2.6. (ii) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% a year above the Supplier shall maintain complete Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%, commencing on the due date and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on requestcontinuing until fully paid, whether before or after judgment. 8.3. 9.5 All Charges amounts and fees stated or referred to in this agreement: (i) shall be payable in pounds sterling; (ii) are, subject to clause 13.3(b), non-cancellable and non-refundable; (iii) are expressed exclusive of VAT. The Customer value added tax, which shall pay be added to the Supplier, in addition to 's invoice(s) at the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Chargesappropriate rate. 8.4. 9.6 Unless otherwise specifiedstated in Schedule 1, fees for will be invoiced in the Charges following manner: (i) Managed Service Fees and any reimbursable costs and expenses shall Support Fees will be invoiced monthly in advance; (ii) All other Fees will be invoiced monthly in arrears. Invoices ; 9.7 No adjustment will be made, or credit or refund given, for agreed expenses usage that is less than this Agreements allowance. 9.8 The Supplier shall be entitled to increase the Managed Service Fees, the support fees payable only if accompanied by a detailed breakdown pursuant to clause 4.3 and/or the excess storage fees payable pursuant to clause 9.5 at the start of each Renewal Period upon 90 days' prior notice to the expenses Customer and relevant receipts. 8.5. Payment of invoices in relation to which there is no bona fide dispute Schedule 1 shall be made in full within 30 days of the date of invoice. Payment of invoices in relation deemed to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreementhave been amended accordingly. 8.6. If the liabilities to 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 clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.