Common use of CHARGES AND PAYMENT Clause in Contracts

CHARGES AND PAYMENT. 10.1 The price for the Goods shall be the price set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable to the Reseller, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges.

CHARGES AND PAYMENT. 10.1 The price B9.1. Subject to any provision of this Contract to the contrary (including without limitation those relating to withholding and/or retention), in consideration for the Goods provision of the Services in accordance with the terms of this Contract, the Customer shall pay the Service Provider the Charges. B9.2. The Parties shall to the extent reasonably practicable agree the Charges in a transparent and equitable manner and the Charges shall be the price set out in the Service Order Format Appendix B. B9.3. The price Service Provider shall invoice the Customer for payment of the Goods is Charges at the end of each quarter (3 calendar month) period (or such other frequency agreed between the Parties in writing) which the Customer shall pay within ten (10) Working Days of receipt. B9.4. The Charges are stated exclusive of all costs and charges of packaging, insurance, transport of the GoodsVAT, which shall be added at the prevailing rate as applicable and paid by the Reseller when it pays for the GoodsCustomer following delivery of a valid VAT invoice. 10.2 The Charges B9.5. In its performance of this Contract the Service Provider shall not provide or offer to a Service User any clinical or medical services for which any charges would be payable by the Services Service User (other than in accordance with this Contract, the Law and/or Guidance). B9.6. If a Party, acting in good faith, contests all or any part of any payment calculated in accordance with this clause B9: a) the contesting Party shall within five (5) Working Days notify the other Party, setting out in reasonable detail the reasons for contesting the requested payment, and in particular identifying which elements are contested and which are not contested; b) any uncontested amount shall be as set out on the Service Order Form paid in accordance with this Contract. B9.7. If a Party contests a payment under clause B9.6 and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves Parties have not resolved the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable to the Reseller, it shall notify Voip-Unlimited in writing matter within one month twenty (20) Working Days of the date of Voip-Unlimited's notice notification under clause B9.6, the contesting Party may refer the matter to dispute resolution under clause B31 and Voip-Unlimited following the resolution of any dispute referred to dispute resolution, where applicable the relevant party shall have the right without limiting its other rights pay any amount agreed or remedies determined to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited be payable in accordance with clause 10.3 hereof it B9. B9.8. Subject to any express provision of this Contract to the contrary each Party shall be deemed entitled, without prejudice to have accepted any other right or remedy it has under this Contract, to receive interest at the increase in charges Default Interest Rate on any payment not made from the day after the date on which payment was due up to and shall not be entitled to object including the date of payment. B9.9. Each Party may retain or set off any sums owed to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating other Party which have fallen due and payable against any sum due to the use of other Party under this Contract or any other agreement between the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End UserParties. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges.

CHARGES AND PAYMENT. 10.1 The price for the Goods shall be the price set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller Customer when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any threesix-month period. Voip-Unlimited will give the Reseller Customer written notice of any such increase at least one two months before the proposed date of the increase. If such increase is not acceptable to the ResellerCustomer, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the ResellerCustomer. 10.4 If the Reseller Customer does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller Customer acknowledges that it has sole responsibility for all charges relating to the use of the Services including regardless of whether such use is authorised, unauthorised, fraudulent and / or by an End Userotherwise. 10.6 The Reseller Customer accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Voip-Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller Customer (insofar as the applicable Services are being provided to the Reseller Customer by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller Customer agrees that, at any time during the term of the this Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller Customer shall pay such increased or decreased rate in the Call Tariff charges.

CHARGES AND PAYMENT. 10.1 The price for 6.1 In consideration of the Goods provision of the Services, the Customer shall pay to the Supplier the Charges. Unless specified in Schedule 2, the Customer shall be under no obligation to reimburse to the price set out Supplier costs and expenses incurred by the Supplier in the Service Order Form. The price performance of the Goods is exclusive Services. 6.2 Where Services are provided on a time and materials basis: 6.2.1 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); 6.2.2 all costs and charges of packaging, insurance, transport of the Goods, which materials shall be paid by supplied at cost unless specified in Schedule 2; 6.2.3 the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable to the Reseller, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and Supplier shall not be entitled to object 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; 6.2.4 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; 6.2.5 each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and 6.2.6 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. 6.3 All Charges are expressed exclusive of VAT. The Customer shall pay to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating Supplier, in addition to the use Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End UserCharges. 10.6 6.4 Unless otherwise specified in Schedule 2, 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. 6.5 Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 90 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 Reseller accepts that time for payment of the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference Charges shall not be of the essence of this Agreement. 6.6 the Supplier to the telecommunication tariffs Customer against any liability of third parties which Voip-Unlimited pays to provide the Services Customer to the Reseller (insofar as Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. If the applicable Services liabilities to be set off are being provided 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 the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase it under this Agreement or decrease at any timeotherwise. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges.

CHARGES AND PAYMENT. 10.1 The price Receiving Party shall pay the Delivering Party: (a) for the Goods shall be Services at the price rates set out in Schedule 1 or Schedule 2, as the case may be; and (b) an amount equal to any reasonable and documented out-of-pocket costs that (a) the Delivering Party confirms in good faith were not taken into account in determining the rates set out in Schedule 1 or Schedule 2, as the case may be, and (b) have been approved in advance in writing by the Receiving Party (such consent not to be unreasonably withheld) where the amount of such costs and expenses, when taken together with any other such costs and expenses incurred during the relevant period, exceeds $5,000 in any 30-day period. (collectively, the “Service Order FormCharges”). The price All Service Charges shall be expressed in dollars. 10.2 Except as set out in Schedule 1, unless the parties otherwise agree in writing, the Delivering Party will invoice the Receiving Party on a monthly basis within fifteen (15) Business Days after the end of the Goods is exclusive month for the Services provided to the Receiving Party during the previous month. In the event that the Services have been provided for a period of all costs and charges less than a month, the invoice will be prorated for the number of packaging, insurance, transport of the Goods, days in such month for which Services were provided. 10.3 All invoices shall be paid by bank transfer by the Reseller when Receiving Party to the Delivering Party within thirty (30) days of receipt of the invoice in dollars to the account specified in the relevant invoice. The Receiving Party shall not offset any amounts owing to it pays for by the Goods. 10.2 The Charges for Delivering Party or any of the Services shall be as set out Delivering Party’s affiliates against amounts payable by the Receiving Party under this Agreement or under any other agreement or arrangement between the Receiving Party, on the Service Order Form one hand, and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in Delivering Party or any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable to Delivering Party’s affiliates, on the Reseller, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Resellerhand. 10.4 If the Reseller does not Receiving Party disputes any invoice or other request for payment, then the Receiving Party will notify Voip-Unlimited the Delivering Party in writing within seven (7) days of the receipt of the invoice or request for payment and the Dispute will be resolved in accordance with clause 10.3 hereof it Clause 25. Where only part of an invoice is disputed, the Receiving Party will pay the undisputed amount on the due date. 10.5 If the Receiving Party fails to pay the Delivering Party any sum due pursuant to this Agreement, such failure shall be deemed considered a material breach of this Agreement (except to the extent of any amounts reasonably disputed in accordance with this Agreement) and the Delivering Party may: (a) without liability, suspend its obligations hereunder to provide any and all Services to the Receiving Party until such time as such sums have accepted been paid in full; and (b) charge interest on such sums from the increase in due date for payment at the Agreed Rate, accruing on a daily basis until payment is made, whether before or after any judgement. 10.6 All amounts due and payable to the Delivering Party under this Agreement will become due immediately upon termination of this Agreement. This Clause 10.6 is without prejudice to any right to claim for interest under this Agreement. 10.7 Subject to Clause 12.3: (a) all charges and shall not fees to be entitled to object paid by the Receiving Party to the same 10.5 For Delivering Party under this Agreement are exclusive of any applicable taxes required by law to be collected from the avoidance of doubt Receiving Party (including withholding, sales, use, excise, occupation, privilege, value added, gross receipts or services taxes, which may be assessed on the Reseller acknowledges that it has sole responsibility for all charges relating to the use provision of the Services including whether hereunder); and (b) if a withholding, sales, use, excise, occupation, privilege, value added, gross receipts or services tax is assessed on, or is chargeable in respect of, the provision of any of the Services provided under this Agreement, the Receiving Party shall, where relevant, on receipt of a valid VAT invoice pay, reimburse or indemnify the Delivering Party for such use is authorisedtax. Without prejudice to the generality of Clause 10.1, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts to the extent that the Call Tariffs set out Service Charges constitute any amount in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference respect of (x) a cost falling within Clause 10.1(b) or (y) any amount required to be paid falling within Clause 10.1(c), the Receiving Party shall also pay to the telecommunication tariffs Delivering Party any VAT paid or falling to be paid by the party incurring such costs or amount required to be paid (the “Cost Bearer”) which forms part of third parties which Voip-Unlimited pays such cost or amount required to provide the Services be paid, to the Reseller extent irrecoverable by the Cost Bearer (insofar or any person treated as a member of a VAT group for VAT purposes with the applicable Services are being provided to the Reseller by Voip-UnlimitedCost Bearer). Those third party tariffs are not controlled The parties shall cooperate with each other in determining the extent to which any tax is due and owing under the circumstances, and shall provide and make available to each other any resale certificate, information regarding out-of-state use of materials, services or sale, and other exemption certificates or information reasonably requested by Voip-Unlimited and are subject to increase or decrease at any timethe other party. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges.

CHARGES AND PAYMENT. 10.1 8.1 The price Client shall pay the Fees for the Managed Services and Goods (including any Third Party Software fees as applicable) in accordance with the Order Form and this Clause 8 8.2 Any set up costs shall be the price set out in the applicable Order Form payable in accordance with this Agreement. Setup costs will be invoiced when the Order Form is received by the Supplier. 8.3 Service Items shall be invoiced quarterly in advance at the Quantities detailed in the Order Form(s) and payable in accordance with this Clause 8. 8.4 Where a Service Item is indicated to be “Consumption” in the Order Form. , the variance between the Quantity in the Order Form and the actual usage will be invoiced monthly in arrears. 8.5 The price of Client shall pay any and all Expenses to the Goods is extent these are captured in the Order Form or as agreed between the Parties. 8.6 All amounts and Fees stated or referred to in this Agreement are exclusive of all costs and charges of packaging, insurance, transport of the Goodsvalue added tax, which shall be paid added to the Supplier's invoice(s) at the appropriate rate. 8.7 Each invoice is due and the undisputed portion payable thirty (30) days after the invoice is received by the Reseller when it pays for Client. The Supplier be entitled to charge interest on all undisputed amounts, such interest to accrue on any overdue amounts at the Goodsrate of two (2) % over the base lending rate of the Lloyds Bank commencing on the due date and continuing until fully paid, whether before or after the judgment. The Parties shall follow the Dispute Resolution Procedure to resolve disputed portions of invoices. 10.2 The Charges for 8.8 On each anniversary of the Services signing of the Agreement, the Supplier may amend the Fees, in line with the percentage increase in the Consumer Price Index in the preceding twelve (12) month period plus 2% and shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller Client at least (ninety) 90 days written notice of any such amendment. For the avoidance of doubt, the Supplier may increase any Third Party Software fee or any third party costs at least one months before any time in line with any increases imposed upon the proposed date of Supplier by such third party. 8.9 The Client shall pay all amounts due under the increaseAgreement in full without set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). If such increase is not acceptable to the ResellerThe Supplier may at any time, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting any of its other rights or remedies remedies, set off any amount owing to terminate it against any amount payable by the Contract by giving six months’ written notice Supplier to the ResellerClient. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges.

CHARGES AND PAYMENT. 10.1 The price for the Goods shall be the price set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller Customer when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs Tariffs, in respect of which see clauses 10.6 and 10.7 hereof, Voip-Voip Unlimited reserves the right to increase its charges set out on Voip-Voip Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any threesix-month period. Voip-Voip Unlimited will give the Reseller Customer written notice of any such increase at least one months month before the proposed date of the increase. If such increase is not acceptable to the ResellerCustomer, it shall notify Voip-Voip Unlimited in writing within one month of the date of Voip-Voip Unlimited's notice and Voip-Voip Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the ResellerCustomer, and the increase shall not impact the Customer during the notice period. 10.4 If the Reseller Customer does not notify Voip-Voip Unlimited in accordance with clause 10.3 hereof hereof, it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same. 10.5 For the avoidance of doubt the Reseller Customer acknowledges that it has sole responsibility for all charges relating to the use of the Services including Services, regardless of whether such use is authorised, unauthorised, fraudulent and / and/ or by an End Userotherwise. 10.6 The Reseller Customer accepts that the Call Tariffs set out in Voip-Voip Unlimited’s Price Lists and Tariffs are set by Voip- Voip Unlimited by reference to the telecommunication tariffs of third parties parties, which Voip-Voip Unlimited pays to provide the Services to the Reseller Customer (insofar as the applicable Services are being provided to the Reseller Customer by Voip-Voip Unlimited). Those third third-party tariffs are not controlled by Voip-Voip Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof hereof, the Reseller Customer agrees that, at any time during the term of the this Contract, Voip-Voip Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Voip Unlimited’s Price Lists and Tariffs Tariffs, and the Reseller Customer shall pay such increased or decreased rate in the Call Tariff charges. 10.8 Voip Unlimited shall endeavour to notify the Customer of any change in the Call Tariff charges within a reasonable time of any change, but failure by Voip Unlimited to notify the Customer shall not affect the Customer’s liability to pay the Charges or entitle the Customer to any remedy from Voip Unlimited. 10.9 Voip Unlimited shall invoice for any usage charges monthly in arrears, and any fixed charges monthly or quarterly or yearly in advance as specified on the Services Order Form. Invoices and detailed information on any applicable usage may be sent by email at Voip Unlimited’s discretion. 10.10 In respect of the Goods, Voip Unlimited shall invoice the Customer on or at any time after the date of the Order. 10.11 Usage charges for a given billing period will be calculated by reference to the appropriate band of Voip Unlimited’s tariff structure which is available for inspection upon request. 10.12 The Customer shall pay each invoice submitted by Voip Unlimited: (a) within twenty-one days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Voip Unlimited; and (c) through a direct debit arrangement on or about the twenty third day of the month of invoice, any deviation to this must first be agreed in writing with Voip Unlimited and said deviation will be subject to a monthly administrative charge, in addition any cheque payments will be subject to a processing fee. Please see the latest price list for the relevant charges and fees; and (d) time for payment shall be of the essence of the Contract, and (e) Any disputed charges must be challenged within 90 days from the date of the invoice. 10.13 In the event that a legitimate direct debit charge cannot be collected an administration fee will be charged to the Customer’s account. In addition, at Voip Unlimited’s discretion and without prejudice to any other rights it may have under this Contract or otherwise, the supply of the Services may be suspended. If the provision of the Supply of Services is suspended for any breach of this Contract by the Customer and subsequently re-instated at the absolute discretion of Voip Unlimited, a Reinstatement fee will be paid by the Customer. Please see the latest price list for the relevant fees. 10.14 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 Voip Unlimited to the Customer, the Customer shall, on receipt of a valid VAT invoice from Voip Unlimited, pay to Voip Unlimited such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. 10.15 If the Customer fails to make any payment due to Voip Unlimited under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the UK government statutory interest rate. 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. 10.16 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). Voip Unlimited may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Voip Unlimited to the Customer. 10.17 Usage charges shall be calculated by reference to data recording or logged by Voip Unlimited. 10.18 For the avoidance of doubt, the Customer shall be liable for all and any telecommunication charges payable to any third party arising out of the Customer’s use of the Services.

CHARGES AND PAYMENT. 10.1 The price for the Goods shall be the price set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller Customer when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Voip Unlimited reserves the right to increase its charges set out on Voip-Voip Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any threesix-month period. Voip-Voip Unlimited will give the Reseller Customer written notice of any such increase at least one two months before the proposed date of the increase. If such increase is not acceptable to the ResellerCustomer, it shall notify Voip-Voip Unlimited in writing within one month of the date of Voip-Voip Unlimited's notice and Voip-Voip Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the ResellerCustomer. 10.4 If the Reseller Customer does not notify Voip-Voip Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller Customer acknowledges that it has sole responsibility for all charges relating to the use of the Services including regardless of whether such use is authorised, unauthorised, fraudulent and / or by an End Userotherwise. 10.6 The Reseller Customer accepts that the Call Tariffs set out in Voip-Voip Unlimited’s Price Lists and Tariffs are set by Voip- Voip Unlimited by reference to the telecommunication tariffs of third parties which Voip-Voip Unlimited pays to provide the Services to the Reseller Customer (insofar as the applicable Services are being provided to the Reseller Customer by Voip-Voip Unlimited). Those third party tariffs are not controlled by Voip-Voip Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller Customer agrees that, at any time during the term of the this Contract, Voip-Voip Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Voip Unlimited’s Price Lists and Tariffs and the Reseller Customer shall pay such increased or decreased rate in the Call Tariff charges. 10.8 Voip Unlimited shall endeavour to notify the Customer of any change in the Call Tariff charges within a reasonable time of any change but failure by Voip Unlimited to notify the Customer shall not affect the Customer’s liability to pay the Charges or entitle the Customer to any remedy from Voip Unlimited. 10.9 Voip Unlimited shall invoice for any usage charges monthly in arrears and any fixed charges monthly or quarterly or yearly in advance as specified on the Services Order Form. Invoices and detailed information on any applicable usage may be sent by email at Voip Unlimited’s discretion. 10.10 In respect of the Goods, Voip Unlimited shall invoice the Customer on or at any time after the date of the Order. 10.11 Usage charges for a given billing period will be calculated by reference to the appropriate band of Voip Unlimited’s tariff structure which is available for inspection upon request. 10.12 The Customer shall pay each invoice submitted by Voip Unlimited: (a) within twenty-one days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Voip Unlimited; and (c) through a direct debit arrangement on or about the twenty third day of the month of invoice, any deviation to this must first be agreed in writing to Voip Unlimited and said deviation will be subject to a monthly charge of £5; and (d) time for payment shall be of the essence of the Contract. 10.13 In the event that a legitimate direct debit charge cannot be collected a £30 administration fee will be charged to the Customer’s account. In addition, at Voip Unlimited’s discretion and without prejudice to any other rights it may have under this Contract or otherwise, the supply of the Services may be suspended. If the provision of the Supply of Services is suspended for any breach of this Contract by the Customer and subsequently re-instated at the absolute discretion of Voip Unlimited, a £30 Reinstatement fee will be paid by the Customer. 10.14 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 Voip Unlimited to the Customer, the Customer shall, on receipt of a valid VAT invoice from Voip Unlimited, pay to Voip Unlimited such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. 10.15 If the Customer fails to make any payment due to Voip Unlimited under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above HSBC Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 10.16 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). Voip Unlimited may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Voip Unlimited to the Customer. 10.17 Usage charges shall be calculated by reference to data recording or logged by Voip Unlimited. 10.18 For the avoidance of doubt, the Customer shall be liable for all and any telecommunication charges payable to any third party arising out of the Customer’s use of the Services.

CHARGES AND PAYMENT. 10.1 The price for 7.1 Get Living shall pay the Goods shall be the price Charges as set out in the Service Order Form. The price which Charges, save as otherwise expressly provided in this clause 7, shall be in full and final settlement of the Goods is exclusive of all and/or Services provided under the Order and no other amounts incurred by the Supplier in performing its obligations pursuant to this Agreement shall be additionally chargeable to Get Living. 7.2 The Charges shall not include out-of-pocket expenses reasonably and properly incurred by the Supplier in connection with the Services (including any materials or services reasonably and properly provided by third parties). Such expenses shall only be invoiced on the condition that: (i) they are in accordance with Get Living’s then-current Group expenses policy, at cost, and accompanied by relevant receipts; and (ii) the Supplier has obtained Get Living’s prior written approval before incurring any expenses. 7.3 The Charges shall be detailed separately, including costs and charges of packaging, insurance, transport insurance and carriage of the Goods and any applicable taxes. 7.4 In respect of the Goods, which the Supplier shall be paid by invoice Get Living on or at any time after Delivery, unless otherwise specified in the Reseller when it pays for the GoodsOrder. 10.2 The Charges for 7.5 In respect of Goods the Services Supplier shall be as set out invoice Get Living only upon delivery, unless: 7.5.1 otherwise specified in the Order; or 7.5.2 where payment is based on Milestones, in which case the Service Order Form and Supplier may only invoice Get Living upon Get Living’s written confirmation that the Service Documentsrelevant Milestone has been achieved. 10.3 Save 7.6 All undisputed payments under this Agreement will be made within 30 days of receipt of a correct, valid and complete invoice including VAT invoice details, a description of the relevant Goods and/or Services, applicable purchase order number issued by Get Living, price, delivery date and delivery address, any amounts due from the Supplier to Get Living (e.g. service credits), total Charges, time sheets, receipts and any other information that Get Living reasonably requires from time to time. 7.7 If a party fails to make payment in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves undisputed amounts invoiced by the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffsother party by the relevant due date (“Due Date“), provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date non-payment of the increase. If such increase that invoice has been provided, a party may (but is not acceptable obliged to) charge interest on the amount outstanding at a rate of 2% annually above the Bank of England base from time to time from the Reseller, it shall notify Voip-Unlimited in writing within one month of day after the Due Date until the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Resellerundisputed sum is paid. 10.4 7.8 If Get Living disputes any invoice or other statement of monies due in good faith, Get Living shall promptly notify the Reseller does not notify Voip-Unlimited Supplier in accordance with clause 10.3 hereof it writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Supplier shall provide all such evidence as may be deemed reasonably necessary to have accepted verify the increase in charges disputed invoice or request for payment. Where only part of an invoice is disputed, the Supplier shall issue a credit note for the disputed amount and Get Living shall pay the undisputed amount as soon as reasonably practicable thereafter. The Supplier’s obligations to supply the Goods and/or Services shall not be entitled to object affected by any payment dispute. 7.9 Get Living may set-off any amounts which may become payable by it to the same 10.5 For Supplier against any amounts that, in Get Living’s reasonable assessment, the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating Supplier may owe to Get Living, subject to prior notification to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End UserSupplier. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges.

CHARGES AND PAYMENT. 10.1 The price for the Goods shall be the price set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out 5.1 Orders are binding on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable to the Reseller, it shall notify Voip-Unlimited in writing within one month of both Parties from the date of Voip-Unlimited's notice and Voip-Unlimited shall have acceptance of the right without limiting its other rights or remedies to terminate Order by the Contract by giving six months’ written notice to the Reseller. 10.4 Supplier. If the Reseller does acceptance is not notify Voip-Unlimited in accordance with clause 10.3 hereof expressed, it shall be deemed to have accepted occurred on dispatch of SIM Card(s) or Activation of the increase in charges and shall not be entitled to object to the sameMobile Service. 10.5 5.2 For the avoidance of doubt doubt, if the Reseller acknowledges that it has sole responsibility Customer does not request to Activate the Mobile Service then the Supplier will Activate the Mobile Service within ten (10) Working Days of receipt of an Order, unless the Supplier agrees otherwise in writing with the Customer, from which point the Customer will become liable for all charges relating to Charges and the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End UserMinimum Term will commence from that date. 10.6 The Reseller accepts 5.3 Where the Customer chooses to take a Bundle as a Tariff, all Call types not included in the Bundle and Calls included in the Bundle that exceed the Call Tariffs set out allowance, will be chargeable at the Supplier’s standard Tariffs, or as otherwise agreed in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the writing. 5.4 All Mobile Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any timethe Network Providers Fair Use and pricing policies, including price changes approved by the regulator, which will be detailed in the Providers Terms & Conditions. 10.7 5.5 Unless otherwise specified in the Tariff, a Bolt-On must be added at the point of Connection and shall apply for the duration of the Agreement and cannot be removed before expiry of the Minimum Term. A Bolt-On removed mid-term will be liable for Termination Charges. 5.6 Charges for international roaming services shall be made available to the Customer after such Charges have been received by the Supplier. Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any nature of roamed usage they may be invoiced several months in arrears and there shall be no time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out restriction on the Call Tariffs within Voip-Unlimited’s Price Lists invoicing of such usage and Tariffs standard payment terms shall apply to these Charges. 5.7 Notwithstanding paragraph 5.6 above, Charges for all mobile usage may be invoiced up to twelve (12) months in arrears and standard payment terms shall apply to these Charges. 5.8 The Supplier reserves the Reseller shall pay such increased right to charge the Customer for any fraudulent activity. The Customer accepts full liability for any costs, losses and damage incurred as a result of fraud and agrees to indemnify the Supplier against any costs, loss or decreased rate damage arising from any fraudulent activity including any costs and expenses reasonably incurred in investigating the Call Tariff chargesfraud.

CHARGES AND PAYMENT. 10.1 The price for the Goods shall be the price set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Voip Unlimited reserves the right to increase its charges set out on Voip-Voip Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Voip Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable to the Reseller, it shall notify Voip-Voip Unlimited in writing within one month of the date of Voip-Voip Unlimited's notice and Voip-Voip Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Voip Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or and/or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Voip Unlimited’s Price Lists and Tariffs are set by Voip- Voip Unlimited by reference to the telecommunication tariffs of third parties which Voip-Voip Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Voip Unlimited). Those third third-party tariffs are not controlled by Voip-Voip Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Voip Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Voip Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges. 10.8 Voip Unlimited shall endeavour to notify the Reseller of any change in the Call Tariff charges within a reasonable time of any change but failure by Voip Unlimited to notify the Reseller shall not affect the Reseller’s liability to pay the Charges or entitle the Reseller to any remedy from Voip Unlimited. 10.9 Voip Unlimited shall invoice for any usage charges monthly in arrears and any fixed charges monthly or quarterly or yearly in advance as specified on the Services Order Form. Invoices and detailed information on any applicable usage may be sent by email at Voip Unlimited’s discretion. 10.10 In respect of the Goods, Voip Unlimited shall invoice the Reseller on or at any time after the date of the Order. 10.11 Usage charges for a given billing period will be calculated by reference to the appropriate band of Voip Unlimited’s tariff structure which is available for inspection upon request. 10.12 The Reseller shall pay each invoice submitted by Voip Unlimited: (a) within twenty-one days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Voip Unlimited; and (c) through a direct debit arrangement on or about the twenty third day of the month of invoice, any deviation to this must first be agreed in writing with Voip Unlimited and said deviation will be subject to a monthly administrative charge, in addition any cheque payments will be subject to a processing fee. Please see the latest price list for the relevant charges and fees; and (d) time for payment shall be of the essence of the Contract. (e) Any disputed charges must be challenged within 90 days from the date of the invoice. 10.13 In the event that a legitimate direct debit charge cannot be collected, an administration fee will be charged to the Reseller’s account. In addition, at Voip Unlimited’s discretion and without prejudice to any other rights it may have under the Contract or otherwise, the supply of the Services may be suspended. If the provision of the Supply of Services is suspended for any breach of the Contract by the Reseller and subsequently re- instated at the absolute discretion of Voip Unlimited, a Reinstatement fee will be paid by the Reseller. Please see the latest price list for the relevant fees. 10.14 All amounts payable by the Reseller 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 Voip Unlimited to the Reseller, the Reseller shall, on receipt of a valid VAT invoice from Voip Unlimited, pay to Voip Unlimited such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. 10.15 If the Reseller fails to make any payment due to Voip Unlimited under the Contract by the due date for payment, then the Reseller shall pay interest on the overdue amount at the UK government statutory interest rate. 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 Reseller shall pay the interest together with the overdue amount. 10.16 The Reseller 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). Voip Unlimited may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Reseller against any amount payable by Voip Unlimited to the Reseller. 10.17 Usage charges shall be calculated by reference to data recording or logged by Voip Unlimited. 10.18 For the avoidance of doubt, the Reseller shall be liable for all and any telecommunication charges payable to any third party arising out of the Reseller’s use of the Services.

CHARGES AND PAYMENT. 10.1 The price for 9.1 All Charges are exclusive of Taxes and expenses which shall, in addition, be payable by the Goods Buyer. Any Taxes due shall be charged at the price rate prevailing at the date of the invoice. Expenses shall, unless otherwise agreed in the Order Form or set out in the Service Charges description relating to the Service, be charged at cost. 9.2 Unless otherwise provided for in the Order Form. The price Form or set out in the Charges description relating to the Service, all expenses, fees and other amounts shall be invoiced monthly in arrears. 9.3 If the Buyer disputes any amounts in any invoice submitted by the Supplier it shall follow the procedure set out in Part B Clause 7.11 of the Goods is exclusive Call- Off Contract. In the event that the Buyer does not advise the Supplier of all costs and charges of packaging, insurance, transport any disputes within ten (10) Working Days of the Goods, which shall be paid by the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date receipt of the increase. If such increase is not acceptable to invoice, the Reseller, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it invoice shall be deemed to have been accepted without dispute and the Buyer shall pay the same forthwith together with any interest to which the Supplier is entitled under Part B Clause 7.10 of the Call Off Contract. 9.4 Subject to the Framework Agreement having expired, the Charges shall be increased on the date following the expiry of the initial period of the Call-Off Contract and on each subsequent anniversary during the Term: 9.4.1 for those Services performed inside the United Kingdom, by a percentage equal to the percentage increase in charges and the Index for the twelve months ending sixty days prior to the date on which the adjustment is due plus a percentage mark up to be agreed by the parties on a case by case basis at the time save that, unless otherwise agreed, such mark-up shall not be entitled to object less than two percent 2%; and 9.4.2 for Services performed outside the United Kingdom, by the percentage equal to the same 10.5 For percentage increase in the avoidance of doubt Relevant Indexation Rate, plus a percentage mark up to be agreed by the Reseller acknowledges that it has sole responsibility for all charges relating to parties on a case by case basis at the use of the Services including whether time save that, unless otherwise agreed, such use is authorised, unauthorised, fraudulent and / or by an End Usermark-up shall not be less than two percent (2%). 10.6 The Reseller accepts 9.5 Where any Supplier or Supplier Party pricing is stated in a currency other than pounds sterling, the Buyer shall pay the Supplier the Charges in pounds sterling, with any conversion being made by the Buyer in accordance with the most recent exchange rate published on xxxxx://xxx.xxxxxxxxx.xxx (or, in the event that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar xxxxx://xxx.xxxxxxxxx.xxx is no longer available, such other comparable source as the applicable Services are parties shall agree, such agreement not to be unreasonably withheld or delayed) immediately prior to such payment being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any timemade. 10.7 Due to 9.6 Unless specifically agreed by the circumstances set out at clause 10.6 hereof Supplier in the Reseller agrees that, at any time during the term of the Call-Of Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on any discount pricing offered by the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller Supplier shall pay such increased or decreased rate in the Call Tariff chargesnot apply to any Third Party Elements.

CHARGES AND PAYMENT. 10.1 The price for the Goods shall be the price set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller Customer when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs Tariffs, in respect of which see clauses 10.6 and 10.7 hereof, Voip-Voip Unlimited reserves the right to increase its charges set out on Voip-Voip Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any threesix-month period. Voip-Voip Unlimited will give the Reseller Customer written notice of any such increase at least one months month before the proposed date of the increase. If such increase is not acceptable to the ResellerCustomer, it shall notify Voip-Voip Unlimited in writing within one month of the date of Voip-Voip Unlimited's notice and Voip-Voip Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the ResellerCustomer, and the increase shall not impact the Customer during the notice period. 10.4 If the Reseller Customer does not notify Voip-Voip Unlimited in accordance with clause 10.3 hereof hereof, it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same. 10.5 For the avoidance of doubt the Reseller Customer acknowledges that it has sole responsibility for all charges relating to the use of the Services including Services, regardless of whether such use is authorised, unauthorised, fraudulent and / or by an End Userotherwise. 10.6 The Reseller Customer accepts that the Call Tariffs set out in Voip-Voip Unlimited’s Price Lists and Tariffs are set by Voip- Voip Unlimited by reference to the telecommunication tariffs of third parties parties, which Voip-Voip Unlimited pays to provide the Services to the Reseller Customer (insofar as the applicable Services are being provided to the Reseller Customer by Voip-Voip Unlimited). Those third party tariffs are not controlled by Voip-Voip Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof hereof, the Reseller Customer agrees that, at any time during the term of the this Contract, Voip-Voip Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Voip Unlimited’s Price Lists and Tariffs Tariffs, and the Reseller Customer shall pay such increased or decreased rate in the Call Tariff charges. 10.8 Voip Unlimited shall endeavour to notify the Customer of any change in the Call Tariff charges within a reasonable time of any change, but failure by Voip Unlimited to notify the Customer shall not affect the Customer’s liability to pay the Charges, or entitle the Customer to any remedy from Voip Unlimited. 10.9 Voip Unlimited shall invoice for any usage charges monthly in arrears, and any fixed charges monthly or quarterly or yearly in advance as specified on the Services Order Form. Invoices and detailed information on any applicable usage may be sent by email at Voip Unlimited’s discretion. 10.10 In respect of the Goods, Voip Unlimited shall invoice the Customer on or at any time after the date of the Order. 10.11 Usage charges for a given billing period will be calculated by reference to the appropriate band of Voip Unlimited’s tariff structure which is available for inspection upon request. 10.12 The Customer shall pay each invoice submitted by Voip Unlimited: (a) within twenty-one days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Voip Unlimited; and (c) through a direct debit arrangement on or about the twenty third day of the month of invoice, any deviation to this must first be agreed in writing with Voip Unlimited and said deviation will be subject to a monthly charge of £5, in addition any cheque payments will be subject to a processing fee of £15 per cheque; and (d) time for payment shall be of the essence of the Contract. 10.13 In the event that a legitimate direct debit charge cannot be collected a £30 administration fee will be charged to the Customer’s account. In addition, at Voip Unlimited’s discretion and without prejudice to any other rights it may have under this Contract or otherwise, the supply of the Services may be suspended. If the provision of the Supply of Services is suspended for any breach of this Contract by the Customer and subsequently re-instated at the absolute discretion of Voip Unlimited, a £30 Reinstatement fee will be paid by the Customer. 10.14 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 Voip Unlimited to the Customer, the Customer shall, on receipt of a valid VAT invoice from Voip Unlimited, pay to Voip Unlimited such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. 10.15 If the Customer fails to make any payment due to Voip Unlimited under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above HSBC Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 10.16 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). Voip Unlimited may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Voip Unlimited to the Customer. 10.17 Usage charges shall be calculated by reference to data recording or logged by Voip Unlimited. 10.18 For the avoidance of doubt, the Customer shall be liable for all and any telecommunication charges payable to any third party arising out of the Customer’s use of the Services.

CHARGES AND PAYMENT. 10.1 The price 15.1 In consideration of the proper provision of the Services by the Contractor in accordance with the terms of this Contract, the Authority shall: 15.1.1 ensure the Contractor is paid for Instructed Capital Works in accordance with Schedule 4; and 15.1.2 ensure the Contractor is paid for the Goods supply only of any CCTV Equipment provided pursuant to a purchase order in accordance with Schedule 4. 15.2 The sums payable for the supply only of CCTV Equipment in accordance with a purchase order and the Prices (and any other fees or monies paid or payable under this Contract) will be inclusive of all costs of staff, facilities, equipment (including the CCTV Equipment), materials, mobilisation and other expenses whatsoever incurred by the Contractor in discharging its obligations under this Contract. 15.3 Where under this Contract an amount is to be adjusted for changes in indexation, the Indexation Adjustment (IA) shall be applied on the price anniversary of the Services Commencement Date. The Indexation Adjustment shall be calculated as follows and shall apply automatically, where it is referred to, in which case the Contract shall be deemed updated accordingly: where: (being the “Indexation Adjustment” or “IA”) The Indexation Adjustment applied will take the original tendered Schedule of Rates, the original Minimum Annual Value, the original Service Failure Abatement amount and apply the accumulated indexation from the CPI tables from that starting point up to the time of application of the indexation. For the avoidance of doubt, CPI means the CPI (All Items) index value published by the Office of National Statistics (or any successor organisation) 15.4 If CPI ceases to be published or is compiled in a manner which is materially different to the way it was compiled as at the Contract Commencement Date, the Parties will agree upon an alternative index which as nearly as possible replicates CPI. If the Parties are unable to agree upon an alternative index, the dispute will be referred to an independent chartered accountant of not less than ten years standing (the “Charges Expert”) and the Parties agree that the decision of the Charges Expert as to the alternative index which shall apply shall be binding on both Parties provided that whilst any decision is pending the rate of CPI which applied previously shall continue to apply for any subsequent 12 month period. 15.5 The Indexation Adjustment shall apply to: 15.5.1 the Schedule of Rates; 15.5.2 the Minimum Annual Value; and 15.5.3 the Service Failure Abatement amount set out in the Service Order Form. The price paragraph 16 of the Goods is exclusive Statement of all costs and charges of packaging, insurance, transport Requirements. 15.6 Where the value of the Goods, which shall Indexation Adjustment calculation returns a value less than 1 (one) the value of IA will be paid by the Reseller when it pays no less than 1 (one) for the Goods.purposes of Indexation 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable to the Reseller, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 15.7 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating Indexation Adjustment shall not apply to the use percentage xxxx-up on brought in items, the percentages for overheads and profit added to defined cost for NEC compensation events, any Instructed Capital Works nor to any Ordered CCTV Equipment. In respect of Instructed Capital Works, following issue of a Works Instruction the Services including whether such use is authorisedrelevant Prices are fixed, unauthorisedsave for any adjustment in accordance with the Capital Works Conditions of Contract. In respect of Ordered CCTV Equipment, fraudulent and / or by an End User. 10.6 The Reseller accepts that following issue of a purchase order the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference relevant prices referred to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff chargespurchase order are fixed.

CHARGES AND PAYMENT. 10.1 4.1. We will charge you for your use of the Services and you agree to pay the Charges in accordance with this Agreement. The price Charges will include a fixed Periodic Fee in an amount and billing frequency that will be stated on your Order Form, or if not stated thereon then as we will otherwise confirm to you in writing. As well as the Periodic Fee, we will also charge you Variable Charges which will vary depending on the nature and use of the Services provided. If no Periodic Fee or Variable Charges are specifically stated on your Order Form or otherwise in writing by us, then they will be charged at a level not higher than the prevailing rate published in the Price List from time to time. 4.2. You agree to pay us all Charges in accordance with this Agreement based on usage data that we provide. You acknowledge that we may also charge you certain one-off charges, such as when you request a variation to the Services, or the Services are moved to another provider or a survey in advance of the supply of Services and then you do not proceed with the order and we are liable to pay the costs of such survey or cancellation costs charged by third party suppliers, and/or a Termination Fee if you tell us you want to terminate this Agreement before the expiry of the Minimum Term or any Subsequent Term. You agree to pay such one-off charges on demand. 4.3. In the event that any Equipment and/or Software is damaged, destroyed, lost or stolen then you agree to pay the applicable replacement or repair charges as set out from time to time in the Price List. 4.4. In the event that any invoice that we send to you contains an error (howsoever arising) such that you are invoiced less than you owe, then we may send you a further invoice for the Goods shall difference between the amount so invoiced and the amount that ought to have been invoiced had the error not been made, and you agree to pay any such invoice on demand. 4.5. In the event that we omit or delay the invoicing of any Charges (“Delayed Charges”) we may invoice you at a later date (and you will continue to be liable to pay us) for them, except where you are (or have notified us in accordance with clause 15.4 that you have become) a Small Business Customer, in which case we may only send you an invoice containing Delayed Charges where we send such invoice no later than the price set out fourth invoice following the relevant period in which the Service Order FormDelayed Charges were incurred. 4.6. The price You agree to pay the Charges and any other sums due to us within 14 days of the Goods date of our invoice (or by such other date as is exclusive stated on an invoice or expressly agreed in writing with us). Unless any other method of all costs and charges of packagingpayment is agreed with us in writing, insurance, transport of the Goods, which Charges shall be paid by direct debit, and you agree to provide us on demand with all information necessary from time to time to allow payments to be made by such method. 4.7. If you do not pay to us any sum due in accordance with this Agreement by the Reseller when it pays due date for payment, we may charge and you agree to pay interest, a further fixed sum, and reasonable costs, in each case as provided for under the Late Payment of Commercial Debts (Interest) Act 1998. 4.8. We may at any time increase the Charges by publishing the relevant changes to the Price List on the Website and notifying you of such publication and/or that changes have been made to Charges that affect you: 4.8.1. if the cost to us of supplying the Services increases for any reason, by the amount of such increase; 4.8.2. pursuant to a direction from any legal or regulatory body or competent authority with jurisdiction over us, by the amount set out or otherwise required by such direction; 4.8.3. by a percentage equal to the percentage increase in either the Retail Price Index or the Consumer Price Index (whichever is the greater) for the Goods. 10.2 The Charges for relevant year or, if greater, by a percentage equal to the Services shall be as set out on percentage increase in the Service Order Form and Retail Price Index or the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves Consumer Price Index since the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increaselast increase in Charges (whichever is the greater); and/or 4.8.4. We will always give you as much notice as is reasonably practicable of any changes pursuant to this clause 4.8, and if such changes may be materially detrimental to you then that notice period will be at least 10 days. If you wish to object to any changes notified to you then you will need to contact us during such increase is not acceptable 10-day period by calling 00000 000 000 or writing to the Resellerus, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall otherwise you will be deemed to have accepted them with effect from the increase end of such 10 -day period. 4.9. Unless you notify us in charges and shall not be entitled writing that you require paper invoices, we will send you invoices (or a web link to object such invoices) electronically to the same 10.5 For contact email address specified on the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating relevant Order Form or otherwise notified to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference us from time to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due 4.10. We may charge you, and you agree to pay, additional administrative fees as detailed in the circumstances set out at clause 10.6 hereof the Reseller agrees thatPrice List where: 4.10.1. a direct debit is unpaid; 4.10.2. you make payment by a method other than direct debit; 4.10.3. you receive paper invoices from us; and/or 4.10.4. we write to you chasing payment of an overdue invoice. 4.11. If you wish to query or dispute any Charges, at any time during the term you will need to raise them with us within 60 days of the Contractdate of the relevant invoice and in accordance with our Code of Practice on Complaint Handling and Dispute Resolution, Voip-Unlimited may increase or decrease its Call Tariff charges as set out which is published on the Call Tariffs within Voip-Unlimited’s Price Lists Website. 4.12. You agree to pay to us all amounts properly due and Tariffs payable under this Agreement in full and the Reseller shall pay such increased without making any deduction, withholding, counterclaim or decreased rate in the Call Tariff chargesset off except as required by law. Without limiting any other rights or remedy, we may set off any amount that you owe to it under this Agreement or any other agreement against any amount that we owe to you.

CHARGES AND PAYMENT. 10.1 The price for Smartinet shall raise invoices according to the Goods shall be the price schedule set out in on the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller when it pays for the GoodsOrder. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable to the Reseller, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller Client acknowledges that it has sole responsibility may, by raising a supplemental Order, subscribe to additional Licences or extended services (for all charges relating to the use of the Services including whether such use is authorisedexample, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, additional call recording storage capacity) at any time during the term of this Agreement and acknowledges that at the Contract, Voip-Unlimited price quoted by Smartinet for such additional Licence subscriptions may increase differ from any previous subscriptions purchased or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate quotations provided by Smartinet. 10.3 The Client agrees that in the event that it terminates this Agreement for convenience prior to the end of the Minimum Term or Smartinet terminates this Agreement prior to the end of the Minimum Term by reason of the Client’s un−remedied breach of the terms of this Agreement the Client shall be liable for immediate payment of all Subscription Fees from the date of notification of termination up to the end of the Minimum Term (which shall be paid by way of liquidated damages); and 10.3.1 Any Subscription Fees that have been paid shall not be refundable. 10.4 The Client shall not be liable for termination charges if this Agreement is terminated by: 10.4.1 The Client at the end of the Minimum Term or at any time thereafter PROVIDED THAT the Client properly serves written notice to terminate, in accordance with Clause 9 of these Supplementary Terms and Clause 11 of the General Terms and Conditions; 10.4.2 Smartinet at any time if it can no longer provide the Services or part thereof; 10.4.3 The Client by reason of Smartinet’s un−remedied breach of the terms of this Agreement; 10.4.4 The Client if Smartinet or its supplier makes changes to the Services which materially adversely affect the Client PROVIDED THAT the Client complies with the provisions of sub−clause 9.1.2 hereof; 10.4.5 The Client if Smartinet makes changes the terms of this Agreement which are materially disadvantageous to the Client PROVIDED THAT the Client complies with the provisions of sub−clause 9.1.2 hereof. 10.5 The Client shall be liable for payment of all Call Tariff chargescosts for Calls that are routed and terminated off the Public Internet.

CHARGES AND PAYMENT. 10.1 4.1 We will charge you for your use of the Services and you agree to pay the Charges in accordance with this Agreement. The price Charges will include a fixed Periodic Fee in an amount and billing frequency that will be stated on your Order Form, or if not stated thereon then as we will otherwise confirm to you in writing. As well as the Periodic Fee we will also charge you Variable Charges which will vary depending on the nature and use of the Services provided. If no Periodic Fee or Variable Charges are specifically stated on your Order Form or otherwise in writing by us, then they will be charged at a level not higher than the prevailing rate published in the Price List from time to time. 4.2 You agree to pay us all Charges in accordance with this Agreement on the basis of usage data that we provide. You acknowledge that we may also charge you certain one-off charges, such as when you request a variation to the Services and we are liable to pay cancellation costs charged by third party suppliers, and/or a Termination Fee if you tell us you want to terminate this Agreement before the expiry of the Minimum Term or any Subsequent Term. You agree to pay such one-off charges on demand. 4.3 In the event that any Equipment and/or Software is damaged, destroyed, lost or stolen then you agree to pay the applicable replacement or repair charges as set out from time to time in the Price List. 4.4 In the event that any invoice that we send to you contains an error (howsoever arising) such that you are invoiced less than you owe, then we may send you a further invoice for the Goods difference between the amount so invoiced and the amount that ought to have been invoiced had the error not been made, and you agree to pay any such invoice on demand. 4.5 In the event that we omit or delay the invoicing of any Charges (“Delayed Charges”) we may invoice you at a later date (and you will continue to be liable to pay us) for them, except where you are (or have notified us in accordance with clause 15.4 that you have become) a Small Business Customer, in which case we may only send you an invoice containing Delayed Charges where we send such invoice no later than the fourth invoice following the relevant period in which the Delayed Charges were incurred. 4.6 You agree to pay the Charges and any other sums due to us within 14 days of the date of our invoice (or by such other date as is stated on an invoice or expressly agreed in writing with us). Unless any other method of payment is agreed with us in writing, the Charges shall be paid by direct debit and you agree to provide us on demand with all information necessary from time to time to allow payments to be made by such method. 4.7 If you do not pay to us any sum due in accordance with this Agreement by the price due date for payment, we may charge and you agree to pay interest, a further fixed sum and reasonable costs, in each case as provided for under the Late Payment of Commercial Debts (Interest) Xxx 0000. 4.8 We may at any time increase the Charges by publishing the relevant changes to the Price List on the Website and notifying you of such publication and/or that changes have been made to Charges that affect you: 4.8.1 if the cost to us of supplying the Services increases for any reason, by the amount of such increase; 4.8.2 pursuant to a direction from any legal or regulatory body or competent authority with jurisdiction over us, by the amount set out or otherwise required by such direction; 4.8.3 by a percentage equal to the percentage increase in either the Retail Price Index or the Consumer Price Index (whichever is the greater) for the relevant year or, if greater, by a percentage equal to the percentage increase in the Retail Price Index or the Consumer Price Index since the date of the last increase in Charges (whichever is the greater); and/or 4.8.4 in addition and without prejudice to the foregoing sub-clauses, we may increase the Charges for the Services once in every 12 month period by either: (i) up to 10 per cent; or (ii) by such amount that the aggregate of all the Charges set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid Price List increases by the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased no more than once in any three-month period10 per cent. Voip-Unlimited We will always give the Reseller written you as much notice as is reasonably practicable of any changes pursuant to this clause 4.8, and if such increase changes may be materially detrimental to you then that notice period will be at least one months before the proposed date of the increase30 days. If you wish to object to any changes notified to you then you will need to contact us during such increase is not acceptable 30 day period by calling 0800 970 2999 or writing to the Resellerus at 9 Group (Retail Division), it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall Xxxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxx XX0 0XX, otherwise you will be deemed to have accepted them with effect from the increase end of such 30 day period. 4.9 Unless you notify us in charges and shall not be entitled writing that you require paper invoices, we will send you invoices (or a web link to object such invoices) electronically to the same 10.5 For contact email address specified on the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating relevant Order Form or otherwise notified to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference us from time to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due 4.10 We may charge you, and you agree to pay, additional administrative fees as detailed in the circumstances set out at clause 10.6 hereof the Reseller agrees thatPrice List where: 4.10.1 a direct debit is unpaid; 4.10.2 you make payment by a method other than direct debit; 4.10.3 you receive paper invoices from us; and/or 4.10.4 we write to you chasing payment of an overdue invoice. 4.11 If you wish to query or dispute any Charges, at any time during the term you will need to raise them with us within 60 days of the Contractdate of the relevant invoice and in accordance with our Code of Practice on Complaint Handling and Dispute Resolution, Voip-Unlimited may increase or decrease its Call Tariff charges as set out which is published on the Call Tariffs within Voip-Unlimited’s Price Lists Website. 4.12 You agree to pay to us all amounts properly due and Tariffs payable under this Agreement in full and the Reseller shall pay such increased without making any deduction, withholding, counterclaim or decreased rate in the Call Tariff chargesset off except as required by law. Without limiting any other rights or remedy, we may set off any amount that you owe to it under this Agreement or any other agreement against any amount that we owe to you.

CHARGES AND PAYMENT. 10.1 The price for the Goods shall be the price set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Voip Unlimited reserves the right to increase its charges set out on Voip-Voip Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Voip Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable to the Reseller, it shall notify Voip-Voip Unlimited in writing within one month of the date of Voip-Voip Unlimited's notice and Voip-Voip Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Voip Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or and/or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Voip Unlimited’s Price Lists and Tariffs are set by Voip- Voip Unlimited by reference to the telecommunication tariffs of third parties which Voip-Voip Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Voip Unlimited). Those third third-party tariffs are not controlled by Voip-Voip Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Voip Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Voip Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges. 10.8 Voip Unlimited shall endeavour to notify the Reseller of any change in the Call Tariff charges within a reasonable time of any change but failure by Voip Unlimited to notify the Reseller shall not affect the Reseller’s liability to pay the Charges or entitle the Reseller to any remedy from Voip Unlimited. 10.9 Voip Unlimited shall invoice for any usage charges monthly in arrears and any fixed charges monthly or quarterly or yearly in advance as specified on the Services Order Form. Invoices and detailed information on any applicable usage may be sent by email at Voip Unlimited’s discretion. 10.10 In respect of the Goods, Voip Unlimited shall invoice the Reseller on or at any time after the date of the Order. 10.11 Usage charges for a given billing period will be calculated by reference to the appropriate band of Voip Unlimited’s tariff structure which is available for inspection upon request. 10.12 The Reseller shall pay each invoice submitted by Voip Unlimited: (a) within twenty-one days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Voip Unlimited; and (c) through a direct debit arrangement on or about the twenty third day of the month of invoice, any deviation to this must first be agreed in writing to Voip Unlimited and said deviation will be subject to a monthly charge of £5, in addition any cheque payments will be subject to a processing fee of £15 per cheque; and (d) time for payment shall be of the essence of the Contract. 10.13 In the event that a legitimate direct debit charge cannot be collected, a £30 administration fee will be charged to the Reseller’s account. In addition, at Voip Unlimited’s discretion and without prejudice to any other rights it may have under the Contract or otherwise, the supply of the Services may be suspended. If the provision of the Supply of Services is suspended for any breach of the Contract by the Reseller and subsequently re- instated at the absolute discretion of Voip Unlimited, a £30 Reinstatement fee will be paid by the Reseller. 10.14 All amounts payable by the Reseller 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 Voip Unlimited to the Reseller, the Reseller shall, on receipt of a valid VAT invoice from Voip Unlimited, pay to Voip Unlimited such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. 10.15 If the Reseller fails to make any payment due to Voip Unlimited under the Contract by the due date for payment, then the Reseller shall pay interest on the overdue amount at the rate of 4% per annum above HSBC Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Reseller shall pay the interest together with the overdue amount. 10.16 The Reseller 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). Voip Unlimited may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Reseller against any amount payable by Voip Unlimited to the Reseller. 10.17 Usage charges shall be calculated by reference to data recording or logged by Voip Unlimited. 10.18 For the avoidance of doubt, the Reseller shall be liable for all and any telecommunication charges payable to any third party arising out of the Reseller’s use of the Services.

CHARGES AND PAYMENT. 10.1 The price for the Goods shall be the price set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out 5.1 Orders are binding on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable to the Reseller, it shall notify Voip-Unlimited in writing within one month of both Parties from the date of Voip-Unlimited's notice and Voip-Unlimited shall have acceptance of the right without limiting its other rights or remedies to terminate Order by the Contract by giving six months’ written notice to the Reseller. 10.4 Supplier. If the Reseller does acceptance is not notify Voip-Unlimited in accordance with clause 10.3 hereof expressed, it shall be deemed to have accepted occurred on dispatch of SIM Card(s) or Activation of the increase in charges and shall not be entitled to object to the sameMobile Service. 10.5 5.2 For the avoidance of doubt doubt, if the Reseller acknowledges that it has sole responsibility Customer does not request to Activate the Mobile Service then the Supplier will Activate the Mobile Service within ten (10) Working Days of receipt of an Order, unless the Supplier agrees otherwise in writing with the Customer, from which point the Customer will become liable for all charges relating to Charges and the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End UserMinimum Term will commence from that date. 10.6 The Reseller accepts 5.3 Where the Customer chooses to take a Bundle as a Tariff, all Call types not included in the Bundle and Calls included in the Bundle that exceed the Call Tariffs set out allowance, will be chargeable at the Supplier’s standard Tariffs, or as otherwise agreed in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the writing. 5.4 All Mobile Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any timea Fair Use Policy which will be as detailed in the Supplier’s Tariff documentation. 10.7 5.5 Unless otherwise specified in the Tariff, a Bolt-On must be added at the point of Connection and shall apply for the duration of the Agreement and cannot be removed before expiry of the Minimum Term. A Bolt-On removed mid-term will be liable for Termination Charges. 5.6 Charges for international roaming services shall be made available to the Customer after such Charges have been received by the Supplier. Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any nature of roamed usage they may be invoiced several months in arrears and there shall be no time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out restriction on the Call Tariffs within Voip-Unlimited’s Price Lists invoicing of such usage and Tariffs standard payment terms shall apply to these Charges. 5.7 Notwithstanding paragraph 5.6 above, Charges for all mobile usage may be invoiced up to twelve (12) months in arrears and standard payment terms shall apply to these Charges. 5.8 The Supplier reserves the Reseller shall pay such increased right to charge the Customer for any fraudulent activity. The Customer accepts full liability for any costs, losses and damage incurred as a result of fraud and agrees to indemnify the Supplier against any costs, loss or decreased rate damage arising from any fraudulent activity including any costs and expenses reasonably incurred in investigating the Call Tariff chargesfraud.

CHARGES AND PAYMENT. 10.1 The price for 9.1 All Charges are exclusive of Taxes and expenses which shall, in addition, be payable by the Goods Buyer. Any Taxes due shall be charged at the price rate prevailing at the date of the invoice. Expenses shall, unless otherwise agreed in the Order Form or set out in the Service Charges description relating to the Service, be charged at cost. 9.2 Unless otherwise provided for in the Order Form. The price Form or set out in the Charges description relating to the Service, all expenses, fees and other amounts shall be invoiced monthly in arrears. 9.3 If the Buyer disputes any amounts in any invoice submitted by the Supplier it shall follow the procedure set out in Part B Clause 7.11 of the Goods is exclusive CallOff Contract. In the event that the Buyer does not advise the Supplier of all costs and charges of packaging, insurance, transport any disputes within ten (10) Working Days of the Goods, which shall be paid by the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date receipt of the increase. If such increase is not acceptable to invoice, the Reseller, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it invoice shall be deemed to have been accepted without dispute and the Buyer shall pay the same forthwith together with any interest to which the Supplier is entitled under Part B Clause 7.10 of the Call Off Contract. 9.4 Subject to the Framework Agreement having expired, the Charges shall be increased on the date following the expiry of the initial period of the Call-Off Contract and on each subsequent anniversary during the Term: 9.4.1 for those Services performed inside the United Kingdom, by a percentage equal to the percentage increase in charges and the Index for the twelve months ending sixty days prior to the date on which the adjustment is due plus a percentage mark up to be agreed by the parties on a case by case basis at the time save that, unless otherwise agreed, such mark-up shall not be entitled to object less than two percent 2%; and 9.4.2 for Services performed outside the United Kingdom, by the percentage equal to the same 10.5 For percentage increase in the avoidance of doubt Relevant Indexation Rate, plus a percentage mark up to be agreed by the Reseller acknowledges that it has sole responsibility for all charges relating to parties on a case by case basis at the use of the Services including whether time save that, unless otherwise agreed, such use is authorised, unauthorised, fraudulent and / or by an End Usermark-up shall not be less than two percent (2%). 10.6 The Reseller accepts 9.5 Where any Supplier or Supplier Party pricing is stated in a currency other than pounds sterling, the Buyer shall pay the Supplier the Charges in pounds sterling, with any conversion being made by the Buyer in accordance with the most recent exchange rate published on xxxxx://xxx.xxxxxxxxx.xxx (or, in the event that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar xxxxx://xxx.xxxxxxxxx.xxx is no longer available, such other comparable source as the applicable Services are parties shall agree, such agreement not to be unreasonably withheld or delayed) immediately prior to such payment being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any timemade. 10.7 Due to 9.6 Unless specifically agreed by the circumstances set out at clause 10.6 hereof Supplier in the Reseller agrees that, at any time during the term of the Call-Of Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on any discount pricing offered by the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller Supplier shall pay such increased or decreased rate in the Call Tariff chargesnot apply to any Third Party Elements.

CHARGES AND PAYMENT. 10.1 4.1 We will charge you for your use of the Services and you agree to pay the Charges in accordance with this Agreement. The price Charges will include a fixed Periodic Fee in an amount and billing frequency that will be stated on your Order Form, or if not stated thereon then as we will otherwise confirm to you in writing. As well as the Periodic Fee we will also charge you Variable Charges which will vary depending on the nature and use of the Services provided. If no Periodic Fee or Variable Charges are specifically stated on your Order Form or otherwise in writing by us, then they will be charged at a level not higher than the prevailing rate published in the Price List from time to time. 4.2 You agree to pay us all Charges in accordance with this Agreement on the basis of usage data that we provide. You acknowledge that we may also charge you certain one-off charges, such as when you request a variation to the Services and we are liable to pay cancellation costs charged by third party suppliers, and/or a Termination Fee if you tell us you want to terminate this Agreement before the expiry of the Minimum Term or any Subsequent Term. You agree to pay such one-off charges on demand. 4.3 In the event that any Equipment and/or Software is damaged, destroyed, lost or stolen then you agree to pay the applicable replacement or repair charges. 4.4 In the event that any invoice that we send to you contains an error (howsoever arising) such that you are invoiced less than you owe, then we may send you a further invoice for the Goods difference between the amount so invoiced and the amount that ought to have been invoiced had the error not been made, and you agree to pay any such invoice on demand. 4.5 In the event that we omit or delay the invoicing of any Charges (“Delayed Charges”) we may invoice you at a later date (and you will continue to be liable to pay us) for them, except where you are (or have notified us in accordance with clause 15.4 that you have become) a Small Business Customer, in which case we may only send you an invoice containing Delayed Charges where we send such invoice no later than the fourth invoice following the relevant period in which the Delayed Charges were incurred. 4.6 You agree to pay the Charges and any other sums due to us within 14 days of the date of our invoice (or by such other date as is stated on an invoice or expressly agreed in writing with us). Unless any other method of payment is agreed with us in writing, the Charges shall be paid by direct debit and you agree to provide us on demand with all information necessary from time to time to allow payments to be made by such method. 4.7 If you do not pay to us any sum due in accordance with this Agreement by the price due date for payment, we may charge and you agree to pay interest, a further fixed sum and reasonable costs, in each case as provided for under the Late Payment of Commercial Debts (Interest) Act 1998. 4.8 We reserve the right at any time increase the Charges and agree to notify you of such and/or that changes have been made to Charges that affect you: 4.8.1 if the cost to us of supplying the Services increases for any reason, by the amount of such increase; 4.8.2 pursuant to a direction from any legal or regulatory body or competent authority with jurisdiction over us, by the amount set out or otherwise required by such direction; 4.8.3 by a percentage equal to the percentage increase in either the Retail Price Index or the Consumer Price Index (whichever is the greater) for the relevant year or, if greater, by a percentage equal to the percentage increase in the Retail Price Index or the Consumer Price Index since the date of the last increase in Charges (whichever is the greater); and/or 4.8.4 in addition and without prejudice to the foregoing sub-clauses, we may increase the Charges for the Services once in every 12 month period by either: (i) up to 10 per cent; or (ii) by such amount that the aggregate of all the Charges set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid Price List increases by the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased no more than once in any three-month period10 per cent. Voip-Unlimited We will always give the Reseller written you as much notice as is reasonably practicable of any changes pursuant to this clause 4.8.5 and if such increase changes may be materially detrimental to you then that notice period will be at least one months before the proposed date of the increase30 days. If you wish to object to any changes notified to you then you will need to contact us during such increase is not acceptable 30 day period by writing to the ResellerICA, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall Glencroft House, Vale Road, Stockport, SK4 3QR, otherwise you will be deemed to have accepted them with effect from the increase end of such 30 day period. 4.9 Unless you notify us in charges and shall not be entitled to object writing that you require paper invoices, we will send you invoices electronically to the same 10.5 For contact email address specified on the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating relevant Order Form or otherwise notified to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference us from time to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due 4.10 We may charge you, and you agree to pay, additional administrative fees as detailed in the circumstances set out at clause 10.6 hereof the Reseller agrees thatPrice List where: 4.10.1 a direct debit is unpaid; 4.10.2 you make payment by a method other than direct debit; 4.10.3 you receive paper invoices from us; and/or 4.10.4 we write to you chasing payment of an overdue invoice. 4.11 If you wish to query or dispute any Charges, at any time during the term you will need to raise them with us within 60 days of the Contractdate of the relevant invoice and in accordance with our Code of Practice on Complaint Handling and Dispute Resolution, Voip-Unlimited may increase or decrease its Call Tariff charges as set out which is published on the Call Tariffs within Voip-Unlimited’s Price Lists Website. 4.12 You agree to pay to us all amounts properly due and Tariffs payable under this Agreement in full and the Reseller shall pay such increased without making any deduction, withholding, counterclaim or decreased rate in the Call Tariff chargesset off except as required by law. Without limiting any other rights or remedy, we may set off any amount that you owe to it under this Agreement or any other agreement against any amount that we owe to you.

CHARGES AND PAYMENT. 10.1 4.1 We will charge you for your use of the Services and you agree to pay the Charges in accordance with this Agreement. The price Charges will include a fixed Periodic Fee in an amount and billing frequency that will be stated on your Order Form, or if not stated thereon then as we will otherwise confirm to you in writing. As well as the Periodic Fee we will also charge you Variable Charges which will vary depending on the nature and use of the Services provided. If no Periodic Fee or Variable Charges are specifically stated on your Order Form or otherwise in writing by us, then they will be charged at a level not higher than the prevailing rate published in the Price List from time to time. 4.2 You agree to pay us all Charges in accordance with this Agreement on the basis of usage data that we provide. You acknowledge that we may also charge you certain one-off charges, such as when you request a variation to the Services and we are liable to pay cancellation costs charged by third party suppliers, and/or a Termination Fee if you tell us you want to terminate this Agreement before the expiry of the Minimum Term or any Subsequent Term. You agree to pay such one-off charges on demand. 4.3 In the event that any Equipment and/or Software is damaged, destroyed, lost or stolen then you agree to pay the applicable replacement or repair charges as set out from time to time in the Price List. 4.4 In the event that any invoice that we send to you contains an error (howsoever arising) such that you are invoiced less than you owe, then we may send you a further invoice for the Goods difference between the amount so invoiced and the amount that ought to have been invoiced had the error not been made, and you agree to pay any such invoice on demand. 4.5 In the event that we omit or delay the invoicing of any Charges (“Delayed Charges”) we may invoice you at a later date (and you will continue to be liable to pay us) for them, except where you are (or have notified us in accordance with clause 15.4 that you have become) a Small Business Customer, in which case we may only send you an invoice containing Delayed Charges where we send such invoice no later than the fourth invoice following the relevant period in which the Delayed Charges were incurred. 4.6 You agree to pay the Charges and any other sums due to us within 14 days of the date of our invoice (or by such other date as is stated on an invoice or expressly agreed in writing with us). Unless any other method of payment is agreed with us in writing, the Charges shall be paid by direct debit and you agree to provide us on demand with all information necessary from time to time to allow payments to be made by such method. 4.7 If you do not pay to us any sum due in accordance with this Agreement by the price due date for payment, we may charge and you agree to pay interest, a further fixed sum and reasonable costs, in each case as provided for under the Late Payment of Commercial Debts (Interest) Xxx 0000. 4.8 We may at any time increase the Charges by publishing the relevant changes to the Price List on the Website and notifying you of such publication and/or that changes have been made to Charges that affect you: 4.8.1 if the cost to us of supplying the Services increases for any reason, by the amount of such increase; 4.8.2 pursuant to a direction from any legal or regulatory body or competent authority with jurisdiction over us, by the amount set out or otherwise required by such direction; 4.8.3 by a percentage equal to the percentage increase in either the Retail Price Index or the Consumer Price Index (whichever is the greater) for the relevant year or, if greater, by a percentage equal to the percentage increase in the Retail Price Index or the Consumer Price Index since the date of the last increase in Charges (whichever is the greater); and/or 4.8.4 in addition and without prejudice to the foregoing sub-clauses, we may increase the Charges for the Services once in every 12 month period by either: (i) up to 10 per cent; or (ii) by such amount that the aggregate of all the Charges set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid Price List increases by the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased no more than once in any three-month period10 per cent. Voip-Unlimited We will always give the Reseller written you as much notice as is reasonably practicable of any changes pursuant to this clause 4.8, and if such increase changes may be materially detrimental to you then that notice period will be at least one months before the proposed date of the increase30 days. If you wish to object to any changes notified to you then you will need to contact us during such increase is not acceptable 30 day period by calling 0000 000 0000 or writing to the ResellerXxx Xxx, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall Xxxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxx XX00 0XX, otherwise you will be deemed to have accepted them with effect from the increase end of such 30 day period. 4.9 Unless you notify us in charges and shall not be entitled writing that you require paper invoices, we will send you invoices (or a web link to object such invoices) electronically to the same 10.5 For contact email address specified on the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating relevant Order Form or otherwise notified to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference us from time to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due 4.10 We may charge you, and you agree to pay, additional administrative fees as detailed in the circumstances set out at clause 10.6 hereof the Reseller agrees thatPrice List where: 4.10.1 a direct debit is unpaid; 4.10.2 you make payment by a method other than direct debit; 4.10.3 you receive paper invoices from us; and/or 4.10.4 we write to you chasing payment of an overdue invoice. 4.11 If you wish to query or dispute any Charges, at any time during the term you will need to raise them with us within 60 days of the Contractdate of the relevant invoice and in accordance with our Code of Practice on Complaint Handling and Dispute Resolution, Voip-Unlimited may increase or decrease its Call Tariff charges as set out which is published on the Call Tariffs within Voip-Unlimited’s Price Lists Website. 4.12 You agree to pay to us all amounts properly due and Tariffs payable under this Agreement in full and the Reseller shall pay such increased without making any deduction, withholding, counterclaim or decreased rate in the Call Tariff chargesset off except as required by law. Without limiting any other rights or remedy, we may set off any amount that you owe to it under this Agreement or any other agreement against any amount that we owe to you.

CHARGES AND PAYMENT. 10.1 10.1. The price for the Goods shall be the price set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller Customer when it pays for the Goods. 10.2 10.2. The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save 00.0. Xxxx in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited Pen Telecom reserves the right to increase its charges set out on Voip-UnlimitedPen Telecom’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any threesix-month period. Voip-Unlimited Pen Telecom will give the Reseller Customer written notice of any such increase at least one two months before the proposed date of the increase. If such increase is not acceptable to the ResellerCustomer, it shall notify Voip-Unlimited Pen Telecom in writing within one month of the date of Voip-Unlimited's Pen Telecom’s notice and Voip-Unlimited Pen Telecom shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the ResellerCustomer. 10.4 10.4. If the Reseller Customer does not notify Voip-Unlimited Pen Telecom in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same. 10.5 10.5. For the avoidance of doubt the Reseller Customer acknowledges that it has sole responsibility for all charges relating to the use of the Services including regardless of whether such use is authorised, unauthorised, fraudulent and / fraudulent, or by an End Userotherwise. 10.6 10.6. The Reseller Customer accepts that the Call Tariffs set out in Voip-UnlimitedPen Telecom’s Price Lists and Tariffs are set by Voip- Unlimited Pen Telecom by reference to the telecommunication tariffs of third parties which Voip-Unlimited Pen Telecom pays to provide the Services to the Reseller Customer (insofar as the applicable Services are being provided to the Reseller Customer by Voip-UnlimitedPen Telecom). Those third third-party tariffs are not controlled by Voip-Unlimited Pen Telecom and are subject to increase or decrease at any time. 10.7 10.7. Due to the circumstances set out at clause 10.6 hereof the Reseller Customer agrees that, at any time during the term of the this Contract, Voip-Unlimited Pen Telecom may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-UnlimitedPen Telecom’s Price Lists and Tariffs and the Reseller Customer shall pay such increased or decreased rate in the Call Tariff charges. 10.8. Pen Telecom shall endeavour to notify the Customer of any change in the Call Tariff charges within a reasonable time of any change but failure by Pen Telecom to notify the Customer shall not affect the Customer’s liability to pay the Charges or entitle the Customer to any remedy from Pen Telecom. 10.9. Pen Telecom shall invoice for any usage charges monthly in arrears and any fixed charges monthly or quarterly or yearly in advance as specified on the Services Order Form. Invoices and detailed information on any applicable usage may be sent by email at Pen Telecom’s discretion. 00.00. Xx respect of the Goods, Pen Telecom shall invoice the Customer on or at any time after the date of the Order. 10.11. Usage charges for a given billing period will be calculated by reference to the appropriate band of Pen Telecom’s tariff structure which is available for inspection upon request. 10.12. The Customer shall pay each invoice submitted by Pen Telecom: (a) within twenty-one days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Pen Telecom; and (c) through a direct debit arrangement on or about the 17th day of the month of invoice, any deviation to this must first be agreed in writing to Pen Telecom and said deviation will be subject to a monthly charge of £5; and (d) time for payment shall be of the essence of the Contract. 00.00. Xx the event that a legitimate direct debit charge cannot be collected a £30 administration fee will be charged to the Customer’s account. In addition, at Pen Telecom’s discretion and without prejudice to any other rights it may have under this Contract or otherwise, the supply of the Services may be suspended. If the provision of the Supply of Services is suspended f or any breach of this Contract by the Customer and subsequently re-instated at the absolute discretion of Pen Telecom, a £30 Reinstatement fee will be paid by the Customer. 10.14. 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 Pen Telecom to the Customer, the Customer shall, on receipt of a valid VAT invoice from Pen Telecom, pay to Pen Telecom such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. 10.15. If the Customer fails to make any payment due to Pen Telecom under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per cent per annum above HSBC Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 10.16. 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). Pen Telecom may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Pen Telecom to the Customer. 10.17. Usage charges shall be calculated by reference to data recording or logged by Pen Telecom. 10.18. For the avoidance of doubt, the Customer shall be liable for all and any telecommunication charges payable to any third party arising out of the Customer’s use of the Services.

CHARGES AND PAYMENT. 10.1 1. The price Owner shall pay for slipping the Goods Vessel at the rate specified herein or (in default of such specification) at the rates published by the Slipway Operator. In addition the Owner shall pay both the Contract Price for any other work described herein and the appropriate charge for any Extras agreed to by the Slipway Operators. 2. The deposit shall be payable by the price set out in Owner to the Service Order FormSlipway Operator forthwith and no booking is deemed confirmed until the deposit is paid. The price following are payable as Extras: extra cost of overtime, tug services, diving services, wages and materials for blocking, cleaning and rubbish removal. 3. The payment of the Goods is exclusive of amount due for Slipway use and for all costs and charges of packaging, insurance, transport of the Goods, which other work done shall be paid upon completion of the work and before the vessel leaves the Slipway. If any payment is late then that payment shall bear interest at a rate equivalent to that which the Slipway Operator's Bankers would charge it for an overdraft (within agreed limits) plus 5% per annum to the Intent that if the bank rate were 12% per annum the interest payable hereunder would be 17% per annum. 4. If any moneys are not paid to the Slipway Operator forthwith upon completion of the work then the Slipway Operator shall be entitled to remove the Vessel from the Slipway and disable it and tie it up at the Slipway Operator’s berth pending payment. Whilst the Vessel is held by the Reseller when it pays for Slipway Operator pending payment, wharfage at the Goods. 10.2 The Charges for the Services Slipway Operator’s published rates shall accrue on a daily basis and no person shall be as set out on entitled to access to the Service Order Form vessel without the Slipway Operator's written consent and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable to the Reseller, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it Vessel shall be deemed to have accepted remain in the increase in charges and shall not be entitled to object to Slipway Operator’s possession for the samepurposes of maintaining its lien. 10.5 5. For the avoidance purposes of doubt calculating the Reseller acknowledges that it has sole responsibility charges for all charges relating Slipway use, a day shall be deemed to be the use 24 hour period starting at midnight (whether or not work is performed) and any part of a day shall be charged as a full day. 6. Any equipment or materials placed or incorporated in the Vessel as part of the Services including whether such use is authorised, unauthorised, fraudulent and / or work done by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to Slipway Operator shall remain the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term property of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists Slipway Operator until paid for and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff chargesevent of non-payment at the required time the Slipway Operator (and its employees and agents) are authorised to enter the vessel and remove any such equipment and materials.

CHARGES AND PAYMENT. 10.1 The price for the Goods shall be the price set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller Customer when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs Tariffs, in respect of which see clauses 10.6 and 10.7 hereof, Voip-Voip Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and TariffsVoip Unlimited¶V 3ULFH /L, provided that such charges cannot VproWvVide d DthQatGsu ch7cDhaUrgLesIcaInnVot be increased more than once in any threesix-month period. Voip-Voip Unlimited will give the Reseller Customer written notice of any such increase at least one months month before the proposed date of the increase. If such increase is not acceptable to the ResellerCustomer, it shall notify Voip-Voip Unlimited in writing within one month of the date of Voip-Voip Unlimited's notice and Voip-Voip Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written JLYLQJ VL[ PRQWKV¶ ZULWWHthQe incQreRasWe sLhFallHno t WimRpa ctWthKe HCu st&omXerVdWurRingPtHheU DQ notice to the Resellerperiod. 10.4 If the Reseller Customer does not notify Voip-Voip Unlimited in accordance with clause 10.3 hereof hereof, it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same. 10.5 For the avoidance of doubt the Reseller Customer acknowledges that it has sole responsibility for all charges relating to the use of the Services including Services, regardless of whether such use is authorised, unauthorised, fraudulent and / and/ or by an End Userotherwise. 10.6 The Reseller Customer accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Voip Unlimited¶V 3ULFH /LVWV DVQoipG 7DUL Unlimited by reference to the telecommunication tariffs of third parties parties, which Voip-Voip Unlimited pays to provide the Services to the Reseller Customer (insofar as the applicable Services are being provided to the Reseller Customer by Voip-Voip Unlimited). Those third third-party tariffs are not controlled by Voip-Voip Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof hereof, the Reseller Customer agrees that, at any time during the term of the this Contract, Voip-Voip Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Voip Unlimited¶PVrice Lists and Tariffs Tariffs, and the Reseller Customer shall pay such increased or decreased rate in the Call Tariff charges. 10.8 Voip Unlimited shall endeavour to notify the Customer of any change in the Call Tariff charges within a reasonable time of any change, but failure by Voip Unlimited to notify the Customer shall not affect the &XVWRPHU¶V OLDChEaLrgeOsLorWe\nti tleWthRe CuSstDom\e r tWo KanHy r emedy from Voip Unlimited. 10.9 Voip Unlimited shall invoice for any usage charges monthly in arrears, and any fixed charges monthly or quarterly or yearly in advance as specified on the Services Order Form. Invoices and detailed information on any applicable usage may be sent by email at Voip Unlimited¶V GLV. FUHWLRQ 10.10 In respect of the Goods, Voip Unlimited shall invoice the Customer on or at any time after the date of the Order. 10.11 Usage charges for a given billing period will be calculated by reference to the appropriate band of Voip Unlimited¶V WDULII VWUXFWXUH ZKLFK LV DYDLODEOH IRU LQVSHF 10.12 The Customer shall pay each invoice submitted by Voip Unlimited: (a) within twenty-one days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Voip Unlimited; and (c) through a direct debit arrangement on or about the twenty third day of the month of invoice, any deviation to this must first be agreed in writing with Voip Unlimited and said deviation will be subject to a monthly administrative charge, in addition any cheque payments will be subject to a processing fee. Please see the latest price list for the relevant charges and fees; and (d) time for payment shall be of the essence of the Contract, and (e) Any disputed charges must be challenged within 90 days from the date of the invoice. 10.13 In the event that a legitimate direct debit charge cannot be collected an administration fee will be charged to the &XVWRPHU¶V DFFRXVQoiWp Un lim,itQed ¶DVG GGLLWVaLFndRUwQHit hWo uLtDRprWQej udice to any other rights it may have under this Contract or otherwise, the supply of the Services may be suspended. If the provision of the Supply of Services is suspended for any breach of this Contract by the Customer and subsequently re-instated at the absolute discretion of Voip Unlimited, a Reinstatement fee will be paid by the Customer. Please see the latest price list for the relevant fees. 10.14 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 Voip Unlimited to the Customer, the Customer shall, on receipt of a valid VAT invoice from Voip Unlimited, pay to Voip Unlimited such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. 10.15 If the Customer fails to make any payment due to Voip Unlimited under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the UK government statutory interest rate. 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. 10.16 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). Voip Unlimited may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Voip Unlimited to the Customer. 10.17 Usage charges shall be calculated by reference to data recording or logged by Voip Unlimited. 10.18 For the avoidance of doubt, the Customer shall be liable for all and any telecommunication charges payable to DQ\ WKLUG SDUW\ DULVLQJ RXW RI WKH &XVWRPHU¶V XVH RI

CHARGES AND PAYMENT. 10.1 6.1 The price Client acknowledges that the Charges referred to in the Proposal represent the best estimate of the costs of the Event based on the information available at the time this Agreement is entered into and that adjustments may need to be made to the Charges by Forbidden Ambrosia (acting reasonably and in its sole discretion) to reflect changed circumstances and/or further information becomes available. 6.2 The Client shall pay the Charges by these Conditions. The Deposit is payable immediately upon acceptance of the Proposal. Unless otherwise agreed, the balance of the Charges must be paid no later than 15 working days in advance of the Event Date. 6.3 In addition to the Charges Forbidden Ambrosia shall be entitled to invoice the Client for any increase in costs due to the Client’s default in any of its obligations under these Conditions including (but not limited to) any breakages or damage to the Equipment Hire Services (EHS), charges or additional fees imposed by the Site for breakages or damages where Forbidden Ambrosia has provided Venue 6.4 All prices are unless otherwise stated, exclusive of any packing, posting and delivery charges (which, for the Goods avoidance of doubt, the Client shall also be liable to pay to Forbidden Ambrosia). 6.5 Charges are based on the assumption that: (a) if the Site is outside it has level, flat and firm ground with easy access for motor vehicles and no cables, pipes, drains or other services are buried beneath the surface or otherwise concealed; (b) if the Event location is inside, there is sufficient power for all the Equipment Hire Services (EHS) and Event Management Services (EMS) hired (unless the provision of power has been included in the Proposal). 6.6 If the Client fails to make payment of any sum due to Forbidden Ambrosia, Forbidden Ambrosia shall be entitled to (without prejudice to any other rights and remedies which Forbidden Ambrosia may have under the price set out in Agreement or otherwise): (a) terminate the Service Order Form. The price Agreement and/or suspend any further performance of Forbidden Ambrosia’s obligation under the Goods is exclusive Agreement; and/or (b) charge the Client interest on the overdue amount at a rate equal to 4% above the base rate of all costs and charges of packaging, insurance, transport of the Goods, which Natwest Bank from time to time. 6.8 Forbidden Ambrosia shall be paid by entitled to invoice the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save Client from time to time in respect of Call Tariffs in respect of any other costs, expenses, fees or charges which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right Client is liable to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable pay to the Reseller, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies Forbidden Ambrosia according to terminate the Contract by giving six months’ written notice to the Resellerthese Conditions. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges.

CHARGES AND PAYMENT. 10.1 The price for the Goods shall be the price set out in the Service Order Form6.1. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on in the Service Order Form Order, and shall be the Service Documents. 10.3 Save full and exclusive remuneration of the Supplier in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date performance of the increaseServices. If such increase is not acceptable to the Reseller, it shall notify Voip-Unlimited Unless otherwise agreed in writing by XxXxxxxxxx, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2. In consideration of the supply of the Services by the Supplier, GoCardless shall pay the invoiced amounts within one month 30 days of the date of Voip-Unlimited's notice and Voip-Unlimited shall have a correctly rendered invoice to a bank account nominated in writing by the right without limiting its Supplier, or such other rights or remedies to terminate payment terms stated in the Contract Purchase Order. 6.3. Where the amounts payable by giving six months’ written notice GoCardless under the Agreement do not specify amounts in respect of value added tax chargeable (VAT), the amounts paid by GoCardless to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall Supplier will be deemed to have accepted the increase in charges and been inclusive of VAT. 6.4. The Supplier shall not be entitled to object invoice GoCardless and GoCardless shall not be obliged to pay the Supplier, for Deliverables that are not invoiced within three months of the date on which the Deliverables could have first been included in an invoice. 6.5. In order to be valid, invoices issued by the Supplier must: 6.5.1. be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; 6.5.2. not be issued before a Purchase Order is submitted by GoCardless; 6.5.3. identify the Supplier, reference the Purchase Order number and specify the Deliverables to which the invoice relates; 6.5.4. be sent to the sameaddress stated in the Purchase Order; 10.5 For 6.5.5. include any necessary information to support the avoidance invoiced amount; and 6.5.6. be in any form requested by GoCardless which may include the use (at the Supplier's cost) of doubt the Reseller acknowledges that it has sole responsibility for all charges relating GoCardless' preferred electronic invoicing system through GoCardless’ then current service provider, as notified to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End UserSupplier from time to time. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited)6.6. Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease GoCardless may at any time. 10.7 Due , without notice to the circumstances Supplier, set out at clause 10.6 hereof the Reseller agrees that, at off any time during the term liability of the ContractSupplier to GoCardless against any liability of GoCardless to the Supplier, Voip-Unlimited may increase whether either liability is present or decrease future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. Any exercise by GoCardless of its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller rights under this clause shall pay such increased not limit or decreased rate in the Call Tariff chargesaffect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 10.1 The price for the Goods shall be the price set out in the Service Order Form6.1. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on in the Service Order Form Order, and shall be the Service Documents. 10.3 Save full and exclusive remuneration of the Supplier in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date performance of the increaseServices. If such increase is not acceptable to the Reseller, it shall notify Voip-Unlimited Unless otherwise agreed in writing by XxXxxxxxxx, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2. In consideration of the supply of the Services by the Supplier, GoCardless shall pay the invoiced amounts within one month 30 days of the date of Voip-Unlimited's notice and Voip-Unlimited shall have a correctly rendered invoice to a bank account nominated in writing by the right without limiting its Supplier, or such other rights or remedies to terminate payment terms stated in the Contract Purchase Order. 6.3. Where the amounts payable by giving six months’ written notice GoCardless under the Agreement do not specify amounts in respect of value added tax chargeable (VAT), the amounts paid by GoCardless to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall Supplier will be deemed to have accepted the increase in charges and been inclusive of VAT. 6.4. The Supplier shall not be entitled to object invoice GoCardless and GoCardless shall not be obliged to pay the Supplier, for Deliverables that are not invoiced within three months of the date on which the Deliverables could have first been included in an invoice. 6.5. In order to be valid, invoices issued by the Supplier must: 6.5.1. be valid tax invoices for the purposes of VAT legislation and be invoiced in United States dollars; 6.5.2. not be issued before a Purchase Order is submitted by GoCardless; 6.5.3. identify the Supplier, reference the Purchase Order number and specify the Deliverables to which the invoice relates; 6.5.4. be sent to the sameaddress stated in the Purchase Order; 10.5 For 6.5.5. include any necessary information to support the avoidance invoiced amount; and 6.5.6. be in any form requested by GoCardless which may include the use (at the Supplier's cost) of doubt the Reseller acknowledges that it has sole responsibility for all charges relating GoCardless' preferred electronic invoicing system through GoCardless’ then current service provider, as notified to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End UserSupplier from time to time. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited)6.6. Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease GoCardless may at any time. 10.7 Due , without notice to the circumstances Supplier, set out at clause 10.6 hereof the Reseller agrees that, at off any time during the term liability of the ContractSupplier to GoCardless against any liability of GoCardless to the Supplier, Voip-Unlimited may increase whether either liability is present or decrease future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. Any exercise by GoCardless of its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller rights under this clause shall pay such increased not limit or decreased rate in the Call Tariff chargesaffect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 10.1 4.1 We will charge you for your use of the Services and you agree to pay the Charges in accordance with this Agreement. The price Charges will include a fixed Periodic Fee in an amount and billing frequency that will be stated on your Order Form, or if not stated thereon then as we will otherwise confirm to you in writing. As well as the Periodic Fee we will also charge you Variable Charges which will vary depending on the nature and use of the Services provided. If no Periodic Fee or Variable Charges are specifically stated on your Order Form or otherwise in writing by us, then they will be charged at a level not higher than the prevailing rate published in the Price List from time to time. 4.2 You agree to pay us all Charges in accordance with this Agreement on the basis of usage data that we provide. You acknowledge that we may also charge you certain one-off charges, such as when you request a variation to the Services and we are liable to pay cancellation costs charged by third party suppliers, and/or a Termination Fee if you tell us you want to terminate this Agreement before the expiry of the Minimum Term or any Subsequent Term. You agree to pay such one-off charges on demand. 4.3 In the event that any Equipment and/or Software is damaged, destroyed, lost or stolen then you agree to pay the applicable replacement or repair charges as set out from time to time in the Price List. 4.4 In the event that any invoice that we send to you contains an error (howsoever arising) such that you are invoiced less than you owe, then we may send you a further invoice for the Goods difference between the amount so invoiced and the amount that ought to have been invoiced had the error not been made, and you agree to pay any such invoice on demand. 4.5 In the event that we omit or delay the invoicing of any Charges (“Delayed Charges”) we may invoice you at a later date (and you will continue to be liable to pay us) for them, except where you are (or have notified us in accordance with clause 15.4 that you have become) a Small Business Customer, in which case we may only send you an invoice containing Delayed Charges where we send such invoice no later than the fourth invoice following the relevant period in which the Delayed Charges were incurred. 4.6 You agree to pay the Charges and any other sums due to us within 14 days of the date of our invoice (or by such other date as is stated on an invoice or expressly agreed in writing with us). Unless any other method of payment is agreed with us in writing, the Charges shall be paid by direct debit and you agree to provide us on demand with all information necessary from time to time to allow payments to be made by such method. 4.7 If you do not pay to us any sum due in accordance with this Agreement by the price due date for payment, we may charge and you agree to pay interest, a further fixed sum and reasonable costs, in each case as provided for under the Late Payment of Commercial Debts (Interest) Xxx 0000. 4.8 We may at any time increase the Charges by publishing the relevant changes to the Price List on the Website and notifying you of such publication and/or that changes have been made to Charges that affect you: 4.8.1 if the cost to us of supplying the Services increases for any reason, by the amount of such increase; 4.8.2 pursuant to a direction from any legal or regulatory body or competent authority with jurisdiction over us, by the amount set out or otherwise required by such direction; 4.8.3 by a percentage equal to the percentage increase in either the Retail Price Index or the Consumer Price Index (whichever is the greater) for the relevant year or, if greater, by a percentage equal to the percentage increase in the Retail Price Index or the Consumer Price Index since the date of the last increase in Charges (whichever is the greater); and/or 4.8.4 in addition and without prejudice to the foregoing sub-clauses, we may increase the Charges for the Services once in every 12 month period by either: (i) up to 10 per cent; or (ii) by such amount that the aggregate of all the Charges set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid Price List increases by the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased no more than once in any three-month period10 per cent. Voip-Unlimited We will always give the Reseller written you as much notice as is reasonably practicable of any changes pursuant to this clause 4.8, and if such increase changes may be materially detrimental to you then that notice period will be at least one months before the proposed date of the increase30 days. If you wish to object to any changes notified to you then you will need to contact us during such increase is not acceptable 30 day period by calling 0800 970 2999 or writing to the Resellerus at FTP Group Ltd, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall The Hub, 000 Xxxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxxxx XX00 0XX, otherwise you will be deemed to have accepted them with effect from the increase end of such 30 day period. 4.9 Unless you notify us in charges and shall not be entitled writing that you require paper invoices, we will send you invoices (or a web link to object such invoices) electronically to the same 10.5 For contact email address specified on the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating relevant Order Form or otherwise notified to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference us from time to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due 4.10 We may charge you, and you agree to pay, additional administrative fees as detailed in the circumstances set out at clause 10.6 hereof the Reseller agrees thatPrice List where: 4.10.1 a direct debit is unpaid; 4.10.2 you make payment by a method other than direct debit; 4.10.3 you receive paper invoices from us; and/or 4.10.4 we write to you chasing payment of an overdue invoice. 4.11 If you wish to query or dispute any Charges, at any time during the term you will need to raise them with us within 60 days of the Contractdate of the relevant invoice and in accordance with our Code of Practice on Complaint Handling and Dispute Resolution, Voip-Unlimited may increase or decrease its Call Tariff charges as set out which is published on the Call Tariffs within Voip-Unlimited’s Price Lists Website. This deadline also applies to any claims to protection in connection with the ECR Service. 4.12 You agree to pay to us all amounts properly due and Tariffs payable under this Agreement in full and the Reseller shall pay such increased without making any deduction, withholding, counterclaim or decreased rate in the Call Tariff chargesset off except as required by law. Without limiting any other rights or remedy, we may set off any amount that you owe to it under this Agreement or any other agreement against any amount that we owe to you.

CHARGES AND PAYMENT. 10.1 4.1 We will charge you for your use of the Services and you agree to pay the Charges in accordance with this Agreement. The price Charges will include a fixed Periodic Fee in an amount and billing frequency that will be stated on your Order Form, or if not stated thereon then as we will otherwise confirm to you in writing. As well as the Periodic Fee we will also charge you Variable Charges which will vary depending on the nature and use of the Services provided. If no Periodic Fee or Variable Charges are specifically stated on your Order Form or otherwise in writing by us, then they will be charged at a level not higher than the prevailing rate published in the Price List from time to time. 4.2 You agree to pay us all Charges in accordance with this Agreement on the basis of usage data that we provide. You acknowledge that we may also charge you certain one-off charges, such as when you request a variation to the Services and we are liable to pay cancellation costs charged by third party suppliers, and/or a Termination Fee if you tell us you want to terminate this Agreement before the expiry of the Minimum Term or any Subsequent Term. You agree to pay such one-off charges on demand. 4.3 In the event that any Equipment and/or Software is damaged, destroyed, lost or stolen then you agree to pay the applicable replacement or repair charges as set out from time to time in the Price List. 4.4 In the event that any invoice that we send to you contains an error (howsoever arising) such that you are invoiced less than you owe, then we may send you a further invoice for the Goods difference between the amount so invoiced and the amount that ought to have been invoiced had the error not been made, and you agree to pay any such invoice on demand. 4.5 In the event that we omit or delay the invoicing of any Charges (“Delayed Charges”) we may invoice you at a later date (and you will continue to be liable to pay us) for them, except where you are (or have notified us in accordance with clause 15.4 that you have become) a Small Business Customer, in which case we may only send you an invoice containing Delayed Charges where we send such invoice no later than the fourth invoice following the relevant period in which the Delayed Charges were incurred. 4.6 You agree to pay the Charges and any other sums due to us within 14 days of the date of our invoice (or by such other date as is stated on an invoice or expressly agreed in writing with us). Unless any other method of payment is agreed with us in writing, the Charges shall be paid by direct debit and you agree to provide us on demand with all information necessary from time to time to allow payments to be made by such method. 4.7 If you do not pay to us any sum due in accordance with this Agreement by the price due date for payment, we may charge and you agree to pay interest, a further fixed sum and reasonable costs, in each case as provided for under the Late Payment of Commercial Debts (Interest) Act 1998. 4.8 We may at any time increase the Charges by publishing the relevant changes to the Price List on the Website and notifying you of such publication and/or that changes have been made to Charges that affect you: 4.8.1 if the cost to us of supplying the Services increases for any reason, by the amount of such increase; 4.8.2 pursuant to a direction from any legal or regulatory body or competent authority with jurisdiction over us, by the amount set out or otherwise required by such direction; 4.8.3 by a percentage equal to the percentage increase in either the Retail Price Index or the Consumer Price Index (whichever is the greater) for the relevant year or, if greater, by a percentage equal to the percentage increase in the Retail Price Index or the Consumer Price Index since the date of the last increase in Charges (whichever is the greater); and/or 4.8.4 in addition and without prejudice to the foregoing sub-clauses, we may increase the Charges for the Services once in every 12 month period by either: (i) up to 10 per cent; or (ii) by such amount that the aggregate of all the Charges set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid Price List increases by the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased no more than once in any three-month period10 per cent. Voip-Unlimited We will always give the Reseller written you as much notice as is reasonably practicable of any changes pursuant to this clause 4.8, and if such increase changes may be materially detrimental to you then that notice period will be at least one months before the proposed date of the increase30 days. If you wish to object to any changes notified to you then you will need to contact us during such increase is not acceptable 30 day period by calling 00000000000 or writing to the ResellerKixo Ltd, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall 0 Xxxxxxxx Xxxxx, Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx, XX0 0XX, otherwise you will be deemed to have accepted them with effect from the increase end of such 30 day period. 4.9 Unless you notify us in charges and shall not be entitled writing that you require paper invoices, we will send you invoices (or a web link to object such invoices) electronically to the same 10.5 For contact email address specified on the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating relevant Order Form or otherwise notified to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference us from time to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due 4.10 We may charge you, and you agree to pay, additional administrative fees as detailed in the circumstances set out at clause 10.6 hereof the Reseller agrees thatPrice List where: 4.10.1 a direct debit is unpaid; 4.10.2 you make payment by a method other than direct debit; 4.10.3 you receive paper invoices from us; and/or 4.10.4 we write to you chasing payment of an overdue invoice. 4.11 If you wish to query or dispute any Charges, at any time during the term you will need to raise them with us within 60 days of the Contractdate of the relevant invoice and in accordance with our Code of Practice on Complaint Handling and Dispute Resolution, Voip-Unlimited may increase or decrease its Call Tariff charges as set out which is published on the Call Tariffs within Voip-Unlimited’s Price Lists Website. 4.12 You agree to pay to us all amounts properly due and Tariffs payable under this Agreement in full and the Reseller shall pay such increased without making any deduction, withholding, counterclaim or decreased rate in the Call Tariff chargesset off except as required by law. Without limiting any other rights or remedy, we may set off any amount that you owe to it under this Agreement or any other agreement against any amount that we owe to you.

CHARGES AND PAYMENT. 10.1 9.1 The price for Customer shall pay the Goods shall be Fees in accordance with the price set out terms of this MSA and the relevant Solution Delivery Agreement. 9.2 All amounts and Fees stated or referred to in the Service Order Form. The price of the Goods is this MSA and/or in a Solution Delivery Agreement are exclusive of all costs and charges of packaging, insurance, transport of the Goodsvalue added tax, which shall be paid by added to EMIS's invoice(s) at the Reseller when it pays for the Goodsappropriate rate. 10.2 The Charges for 9.3 Where, in the Services relevant year, Indexation would result in an increase to the Fees then the Fees shall be as set out subject to Indexation with effect from 1st April following the Commencement Date of the relevant Solution Delivery Agreement, and annually on each 1st April thereafter, or (at EMIS’ election) on each anniversary of the Service Order Form and the Service DocumentsCommencement Date. 10.3 Save 9.4 EMIS shall be entitled to invoice the Customer at the frequency detailed in Schedule 7 of the relevant Solution Delivery Agreement in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges Fees set out on Voip-Unlimited’s Price Lists and Tariffs, provided that in such charges cannot be increased more than once in any three-month Schedule 7 for all Services performed by EMIS during the appropriate period. Voip-Unlimited will give Each invoice is due and payable no later than thirty (30) days after the Reseller written notice of any such increase at least one months before the proposed date invoice date. 9.5 If EMIS has not received payment of the increase. If such increase is not acceptable relevant Fee(s) by the due date then (without prejudice to the Reseller, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its any other rights and remedies of EMIS) while the Fee(s) or remedies to terminate the Contract by giving six months’ written notice to the Reseller.invoice(s) concerned remain unpaid: 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it (a) EMIS shall be deemed under no obligation to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for provide any or all charges relating to the use of the Services including whether under the relevant Solution Delivery Agreement; (b) EMIS may suspend any licences granted to the Customer to use the relevant EMIS Solutions granted under the relevant Solution Delivery Agreement; and (c) interest shall accrue on such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that due amounts at the Call Tariffs annual rate set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference Schedule 7 of the relevant Solution Delivery Agreement, or, if no rate is shown in such Schedule 7, then at the rate prescribed from time to time pursuant to the telecommunication tariffs Late Payment of third parties which Voip-Unlimited pays to provide Commercial Debts (Interest) Act 1998, as amended by the Services to Late Payment of Commercial Debts Regulations 2002 as at the Reseller (insofar as date the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees thatrelevant invoice was issued, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out commencing on the Call Tariffs within Voip-Unlimited’s Price Lists due date and Tariffs continuing until fully paid, and the Reseller shall pay such increased whether before or decreased rate in the Call Tariff chargesafter judgment.

CHARGES AND PAYMENT. 10.1 The price for 9.1 In consideration of the Goods provision of the Services, the Customer shall be pay the price Charges in accordance with this clause 9 and the Supplementary Terms. 9.2 Node IT shall invoice the Customer according to the billing period set out in the Service Order Form. and the Charges will be calculated using the details recorded by Node IT. 9.3 The price Customer agrees to pay the whole amount of the Goods is exclusive of all costs and charges of packagingCharges (without any withholding, insurancededuction, transport set off or counter-claim), within thirty days of the Goodsdate of Node IT’s invoice unless otherwise agreed in writing; and the Customer accepts that: 9.3.1 Invoices for Services shall be raised by Node IT and shall be due for payment prior to the commencement of the period for which the Charges are due; 9.3.2 Node IT shall collect Charges by direct debit on or before the commencement of the period for which the Charges are due; 9.3.3 If the Customer elects not to pay for Services by direct debit, Node IT shall levy a monthly handling charge which shall be charged at Node IT’s prevailing rate; 9.3.4 If the Customer’s direct debit fails to clear, Node IT shall be entitled to levy a handling charge, which shall be paid charged at Node IT’s prevailing rate. 9.4 Node IT shall be entitled to offset any monies owed to the Customer against any monies owed to Node IT. 9.5 Invoices shall be deemed accepted by the Reseller when it pays Customer unless a written objection, which clearly identifies the reason for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase dispute is not acceptable to the Reseller, it shall notify Voip-Unlimited in writing received by Node IT within one month ten Working Days of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 invoice. If the Reseller does Customer disputes the invoice, the parties shall make all reasonable endeavours to resolve the dispute promptly. In the event that the dispute has not notify Voip-Unlimited been resolved within fifteen Working Days of the receipt by Node IT of the Customer’s written objection, the dispute shall be escalated in accordance with the provisions of clause 10.3 hereof it 18 of this Agreement. 9.6 If the Customer fails to make any payment in respect of undisputed invoices for Goods or Services by the due date, and such remains unpaid ten Working Days after receipt of written notice from Node IT to do so, Node IT shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating to the use take one or more of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User.following actions: 10.6 The Reseller accepts that 9.6.1 Suspend the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs provision of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar Customer until such time as the applicable Services are being provided outstanding invoice is paid; 9.6.2 Charge the Customer interest at the rate of 6% per annum above the prevailing Bank of England base rate, on any amount outstanding from the due date to the Reseller 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 Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject Node IT as a result of the Customer’s failure to increase or decrease at any timemake payment. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time 9.7 If during the term of this Agreement Node IT incurs reasonable expenses, Node IT shall be entitled to charge the Contract, Voip-Unlimited may increase Customer at cost for such expenses. 9.8 If Node IT is requested to provide Goods or decrease its Call Tariff charges as Services in addition to those set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff chargesOrder, Node IT shall charge the Customer for the provision of such Goods or Services at its prevailing rates. 9.9 All prices or Charges stated or referred to in this Agreement are exclusive of packing, packaging, shipping, carriage and insurance charge, if applicable. 9.10 All prices or Charges stated or referred to in this Agreement are exclusive of Value Added Tax which 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 Node IT to be effective at the end of the Minimum Term and each subsequent anniversary thereof; and: 9.11.1 Provided that no material changes occur in suppliers’ charges to Node IT, the maximum annual increase in the Charges will not exceed the prevailing Retail Prices Index plus10%; 9.11.2 If there is material change to the charges made by Node IT’s supplier, Node IT shall be entitled to pass such costs on to the Customer; 9.11.3 Any proposed changes in Charges will be notified to the Customer in writing not less than ninety days prior to any anniversary. 9.12 Notwithstanding the provisions of clause 9.11, Node IT shall be entitled to increase its Charges for any part of the Services if its suppliers increase their charges at any time by providing the Customer not less than twenty eight days’ notice. 9.13 The Customer hereby consents to Node IT carrying out such credit reference checks as reasonably required in respect of the Customer from time to time and agrees to provide all information requested by Node IT that is necessary to carry out such credit reference checks. 9.14 Node IT shall be entitled to require that the Customer pays a deposit before the commencement of Services or during the term of this Agreement if Node IT becomes aware of an adverse change to the Customer’s financial standing and: 9.14.1 Node IT shall be entitled to apply all or any of the deposit against any unpaid charges at its sole discretion; 9.14.2 Deposits shall not attract interest. 9.15 Node IT shall be entitled to: 9.15.1 Correct a previously raised invoice for a period of twelve months following the date of the invoice; and 9.15.2 Raise an invoice for supply of the Services for a period of twelve months following the Customer's incurring the Charges; and 9.15.3 The provisions of this sub-clause 9.17 shall continue in force for a period of twelve months following termination of this Agreement, howsoever occasioned. 9.16 If the Customer modifies the Order after the Order has been accepted by Node IT, Node IT shall be entitled to charge the Customer for all reasonable expenses incurred up to the date of the modification.

CHARGES AND PAYMENT. 10.1 The price ‌ 5.1 Where we are the registrant of your meters and you have a binding contract in place with TEM Energy in respect of the supply of electricity to those meters, this clause 5.1 applies and all pricing, invoicing and payment terms will be dealt with through your contract with TEM Energy and the provisions of clauses 5.2 to 5.14 shall not apply.‌ 5.2 Save where clause 5.1 applies, we will invoice you for the Goods Supply in accordance with this Deemed Electricity Supply Contract, and you shall be pay us the price set out Charges in accordance with this clause 5.‌ 5.3 The Deemed Contract Price and the Service Order Form. The price Pass Through Costs will apply in respect of the Goods is exclusive of all costs and charges of packaging, insurance, transport Supply Points. Your invoice will include a breakdown of the Goodsdifferent components making up the Deemed Contract Price and the Pass Through Costs.‌ 5.4 On or before ten (10) Business Days after the end of each month from the Start Date until all amounts payable under this Deemed Electricity Supply Contract have been invoiced, we shall send to you a written statement in respect of the preceding month together with a supporting invoice (a "Monthly Invoice") showing: (a) the Supply delivered during the month, and the applicable Charges relating to that Supply; and (b) any other amounts owing by one Party to the other pursuant to this Deemed Electricity Supply Contract in relation to the preceding month; and (c) any VAT and other applicable taxes (as further detailed in clause 5.5) which apply to any of the amounts referred to above, which do not form part of the Deemed Contract Price, but which shall be paid by added at the Reseller when it pays for the Goodsappropriate rate. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save 5.5 You must inform us of your classification in respect of Call Tariffs the Climate Change Levy, specifically if any exemptions apply. If you do not (or until such time as you do), we will apply the Climate Change Levy in full. If your classification in respect of which see clauses 10.6 and 10.7 hereofthe Climate Change Levy changes, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable to the Reseller, it shall you must notify Voip-Unlimited us in writing within one month thirty (30) days of becoming aware of such change, failing which we will apply the Climate Change Levy in full.‌ 5.6 You shall pay us the amount payable by the Due Date. 5.7 Payment of each Monthly Invoice shall be made by the applicable Due Date in pounds sterling by either direct debit or direct bank transfer of immediately available funds to the following account: Account Name: P3P Energy Supply Limited‌ Account Number: 00000000 Sort Code: 18-00-02 Bank Name: Xxxxxx & Co‌ 5.8 You recognise and agree that where you do not make payment to us by direct debit then we shall be entitled to add a further two percent (2%) fee to your Monthly Invoice to cover processing costs. 5.9 We will use reasonable endeavours to invoice you for your consumption using validated Consumption Data. However, where we receive non-validated, incomplete or, in our reasonable opinion, inaccurate Consumption Data we will be entitled to charge you on the basis of the date prevailing Forecast. We will be entitled but not obliged to issue you with further invoices at any time after receipt of Voip-Unlimited's validated Consumption Data, whether during or after the end of the Supply Period. For the avoidance of doubt, this clause 5.9 survives termination of the Deemed Electricity Supply Contract.‌ 5.10 If either Party disputes in good faith any sum shown in a Monthly Invoice as being payable by that Party (a "Disputed Amount"), such Party shall make payment of any undisputed amount and shall give notice of the Disputed Amount and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate reasons for the Contract by giving six months’ written notice dispute to the Reseller. 10.4 If other Party by the Reseller does not notify Voip-Unlimited applicable Due Date. The Parties shall seek to settle the Disputed Amount in accordance with clause 10.3 hereof it shall be deemed 11.‌ 5.11 If a Party fails to have accepted the increase in charges and shall not be entitled to object pay to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs other Party any amount due as set out in Voip-Unlimited’s Price Lists and Tariffs are set this Deemed Electricity Supply Contract (or otherwise determined in accordance with clause 11) by Voip- Unlimited by reference the applicable Due Date, interest shall be payable on that amount at the rate of two per cent (2%) above the base rate from time to time of the Bank of England, accruing on a daily basis from the Due Date until payment is made in cleared funds.‌ 5.12 Any payment determined as being due from a Party following the resolution or determination of any such dispute under clause 11 shall be made to the telecommunication tariffs other Party within thirty (30) days of third parties which Voip-Unlimited pays to provide such resolution or determination and interest shall be payable on such payment in accordance with clause 5.11 from the Services to date the Reseller (insofar as disputed payment was due until the applicable Services are being provided to date the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any timepayment is actually made. 10.7 Due 5.13 Where you do not meet our credit requirements we shall promptly notify you and you shall provide us with Credit Support within ten (10) days, or we may require you to make payments in advance for the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term estimated value of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff chargessupply of energy.

CHARGES AND PAYMENT. 10.1 The price In consideration of, and subject to, the provision of the Goods and/or Services by the Supplier in accordance with the terms of this Agreement, Scania shall pay the Charges for the Goods shall be and/or Services to the price set out Supplier in accordance with the Service Order Form. The price Commercial Terms and the provisions of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller when it pays for the Goodsthis Clause 10. 10.2 The Charges for the Services are expressed as being exclusive of VAT which shall be as set out on added to the Service Order Form and Charges if properly payable by Scania at the Service Documentsprevailing rate. Scania shall not be liable for any changes to the Charges, or any additional charges or other amounts (including expenses) unless specified in this Agreement or with the prior written agreement of Scania. 10.3 Save Unless the Commercial Terms state otherwise: 10.3.1 Where the Charges (or any element of the Charges) are calculated by reference to time worked: a) the Supplier shall (subject to any agreed cap) only charge Scania for the time actually worked by the Supplier Personnel and not for meal breaks, holidays or sickness; b) all invoices relating to ‘time and material’ fees shall be accompanied by time sheets demonstrating the time spent by the relevant individual, unless otherwise agreed with Scania; 10.3.2 the Supplier shall be solely responsible for all expenses and third party costs it incurs in supplying the Goods/Services, unless agreed otherwise in writing with Scania; 10.3.3 all Charges are fixed for the Initial Term; and 10.3.4 any third-party costs incurred by the Supplier in supplying the Goods/Services and which Xxxxxx has agreed to reimburse the Supplier for (‘Third Party Fees’) shall be passed through to Scania without any mark up or uplift. 10.4 The Supplier warrants that the Charges are (and shall be for the duration of the Term) no higher than those it charges to its other customers of services of a similar scope, nature and functionality to the Services. 10.5 The Supplier shall invoice Scania for the Goods and/or Services in accordance with the Commercial Terms and this Clause 10. Each invoice must be a proper VAT invoice and quote the relevant purchase order number (if applicable) for the Goods and/or Services and be sent either: 10.5.1 as a .pdf to xxx.XX@xxxxxx.xxx; or 10.5.2 by post to Scania (Great Britain) Limited, PO Box 5518, Purchase Ledger Department, Xxxxxx Keynes, MK15 8XN, clearly marked for the attention of Xxxxxx’s Accounts Payable Department. 10.6 Scania may retain or set off any sums owed to it by the Supplier which have fallen due and payable against any sums due to the Supplier under this Agreement or any other agreement pursuant to which the Supplier provides goods or services to Scania or any member of the Scania Group. 10.7 Subject to Clause 10.9, payment shall be made by Scania within sixty (60) days from the later of the actual delivery date of the Goods and/or Services to Scania, or the date of the invoice. 10.8 Payment of any Charges, costs and expenses shall not be made in advance unless expressly identified as a pre-payment in the Commercial Terms or agreed in advance and in writing by a director or authorised representative of Scania. 10.9 If Scania disputes an invoice it shall notify the Supplier of the issue giving rise to the Dispute and the Parties shall seek to resolve the Dispute in good faith. Until such time as the Dispute is resolved: (a) Scania shall be entitled to withhold payment of such invoice; or (b) the Supplier may credit the invoice and re-issue an invoice for the undisputed amount. 10.10 The Supplier may charge interest on a daily basis from the due date until the date of payment being made in respect of Call Tariffs any undisputed valid invoice not paid on or before its due date for payment, at a rate equivalent to 2% per annum over the Bank of England base rate from time to time in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable to the Reseller, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Resellerforce. 10.4 If 10.11 The Supplier may not suspend or reduce the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating to the use supply of the Services including whether such use is authorisedas a result of any overdue, unauthorised, fraudulent and / undisputed or disputed invoice or other sums owed by an End UserXxxxxx. 10.6 10.12 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists Supplier shall provide Scania with satisfactory evidence of any Third Party Fees incurred and Tariffs are set by Voip- Unlimited by reference chargeable to Scania at or prior to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide Supplier invoicing Scania the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any timeThird Party Fees. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges.

CHARGES AND PAYMENT. 10.1 The price for the Goods shall be the price set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller Customer when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs Tariffs, in respect of which see clauses 10.6 and 10.7 hereof, Voip-Voip Unlimited reserves the right to increase its charges set out on Voip-Voip Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any threesix-month period. Voip-Voip Unlimited will give the Reseller Customer written notice of any such increase at least one two months before the proposed date of the increase. If such increase is not acceptable to the ResellerCustomer, it shall notify Voip-Voip Unlimited in writing within one month of the date of Voip-Voip Unlimited's notice and Voip-Voip Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the ResellerCustomer, and the increase shall not impact the Customer during the notice period. 10.4 If the Reseller Customer does not notify Voip-Voip Unlimited in accordance with clause 10.3 hereof hereof, it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same. 10.5 For the avoidance of doubt the Reseller Customer acknowledges that it has sole responsibility for all charges relating to the use of the Services including Services, regardless of whether such use is authorised, unauthorised, fraudulent and / or by an End Userotherwise. 10.6 The Reseller Customer accepts that the Call Tariffs set out in Voip-Voip Unlimited’s Price Lists and Tariffs are set by Voip- Voip Unlimited by reference to the telecommunication tariffs of third parties parties, which Voip-Voip Unlimited pays to provide the Services to the Reseller Customer (insofar as the applicable Services are being provided to the Reseller Customer by Voip-Voip Unlimited). Those third party tariffs are not controlled by Voip-Voip Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof hereof, the Reseller Customer agrees that, at any time during the term of the this Contract, Voip-Voip Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Voip Unlimited’s Price Lists and Tariffs Tariffs, and the Reseller Customer shall pay such increased or decreased rate in the Call Tariff charges. 10.8 Voip Unlimited shall endeavour to notify the Customer of any change in the Call Tariff charges within a reasonable time of any change, but failure by Voip Unlimited to notify the Customer shall not affect the Customer’s liability to pay the Charges, or entitle the Customer to any remedy from Voip Unlimited. 10.9 Voip Unlimited shall invoice for any usage charges monthly in arrears, and any fixed charges monthly or quarterly or yearly in advance as specified on the Services Order Form. Invoices and detailed information on any applicable usage may be sent by email at Voip Unlimited’s discretion. 10.10 In respect of the Goods, Voip Unlimited shall invoice the Customer on or at any time after the date of the Order. 10.11 Usage charges for a given billing period will be calculated by reference to the appropriate band of Voip Unlimited’s tariff structure which is available for inspection upon request. 10.12 The Customer shall pay each invoice submitted by Voip Unlimited: (a) within twenty-one days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Voip Unlimited; and (c) through a direct debit arrangement on or about the twenty third day of the month of invoice, any deviation to this must first be agreed in writing to Voip Unlimited and said deviation will be subject to a monthly charge of £5, in addition any cheque payments will be subject to a processing fee of £15 per cheque; and (d) time for payment shall be of the essence of the Contract. 10.13 In the event that a legitimate direct debit charge cannot be collected a £30 administration fee will be charged to the Customer’s account. In addition, at Voip Unlimited’s discretion and without prejudice to any other rights it may have under this Contract or otherwise, the supply of the Services may be suspended. If the provision of the Supply of Services is suspended for any breach of this Contract by the Customer and subsequently re-instated at the absolute discretion of Voip Unlimited, a £30 Reinstatement fee will be paid by the Customer. 10.14 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 Voip Unlimited to the Customer, the Customer shall, on receipt of a valid VAT invoice from Voip Unlimited, pay to Voip Unlimited such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. 10.15 If the Customer fails to make any payment due to Voip Unlimited under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above HSBC Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 10.16 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). Voip Unlimited may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Voip Unlimited to the Customer. 10.17 Usage charges shall be calculated by reference to data recording or logged by Voip Unlimited. 10.18 For the avoidance of doubt, the Customer shall be liable for all and any telecommunication charges payable to any third party arising out of the Customer’s use of the Services.

CHARGES AND PAYMENT. 10.1 The price for Xxxxx XxXxxxxx shall raise invoices according to the Goods shall be the price schedule set out in on the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller when it pays for the GoodsOrder. 10.2 The Charges for the Services Domain Name Registration and SSL certificate purchases shall be charged as set out on the Service Order Form plus a charge for Xxxxx XxXxxxxx’x engineer time spent managing the purchase and the Service Documentsupdating domain name servers / installing certificates, which shall be charged at Xxxxx XxXxxxxx’x prevailing rate. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable to the Reseller, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller The Client acknowledges that it has sole responsibility for all charges relating to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease may at any time., by raising a supplemental Order: 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, 10.3.1 Purchase additional subscriptions at any time during the term of this Agreement and acknowledges that at the Contractprice quoted by Xxxxx XxXxxxxx for such additional subscriptions may differ from any previous Subscriptions purchased or quotations provided by Xxxxx XxXxxxxx. 10.4 During any Additional Term, Voipthe Client may decrease the number of Subscriptions, PROVIDED THAT the total number of subscriptions is not reduced below seventy percent of the total number of subscriptions purchased during the Minimum Term. 10.5 The Client agrees that it shall be liable for termination charges, which shall be paid by way of liquidated damages: 10.5.1 If the Client terminates this Agreement at convenience prior to the end of the Minimum Term or any Additional Term; or 10.5.2 If Xxxxx XxXxxxxx terminates this Agreement by reason of the Client’s un-Unlimited may increase remedied or decrease its Call Tariff charges repeated breach of this Agreement prior to the end of the Minimum Term or an Additional Term; then 10.5.3 The termination charge shall comprise: a) If the Client has made a single payment at the commencement of the current term, no refund shall be payable by Xxxxx XxXxxxxx; or b) If the Client is invoiced periodically as set out on the Call Tariffs within VoipOrder, the Charges from the date of termination to the end of the current term. 10.6 The Client shall not be liable for termination charges if this Agreement is terminated by: 10.6.1 The Client at the end of the Minimum Term or end of any Additional Term PROVIDED THAT the Client properly serves written notice to terminate, in accordance with Clause 9 of hereof and Clause 11 of the General Terms and Conditions; 10.6.2 Xxxxx XxXxxxxx if it can no longer provide the Subscription Services or part thereof; 10.6.3 The Client by reason of Xxxxx XxXxxxxx’x un-Unlimited’s Price Lists and Tariffs and remedied or repeated breach of the Reseller shall pay such increased terms of this Agreement; 10.6.4 The Client if Xxxxx XxXxxxxx or decreased rate in its supplier makes changes to the Call Tariff chargesSubscription Services which materially adversely affect the Client (which for the avoidance of doubt, does not include changes to Charges); 10.6.5 The Client if Xxxxx XxXxxxxx makes changes the terms of this Agreement which are materially disadvantageous to the Client PROVIDED THAT the Client complies with the provisions of sub-clause 9.1.2 hereof.

CHARGES AND PAYMENT. 10.1 8.1 The price for Charges payable by the Goods Client shall be the price as set out in the Service Order FormSOW. The price of the Goods is Charges are exclusive of all costs and charges of packaging, insurance, transport of the GoodsVAT, which the Client shall be paid by the Reseller when it pays for the Goodspay in addition on receipt of a valid VAT invoice. 10.2 The 8.2 Where the SOW states that the Charges are on a time and materials basis: 8.2.1 the Charges payable for the Services shall be calculated in accordance with GatenbySanderson’s standard daily fee rates, as amended from time to time; 8.2.2 GatenbySanderson standard daily fee rates for each individual person are calculated on the basis of an 7.5 hour day, worked between 9.00 am and 5.30 pm (with an hour for lunch) on weekdays (excluding public holidays); 8.2.3 GatenbySanderson recognises that some Services may be required outside of the core hours set out on the Service Order Form in clause 8.2.2 and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited it reserves the right to increase negotiate additional fees where appropriate; 8.2.4 GatenbySanderson shall ensure that every individual whom it engages on the Services completes time sheets recording time spent on the Project, and GatenbySanderson shall use such time sheets to calculate the Charges covered by each monthly invoice referred to in clause 8.2.5; and 8.2.5 GatenbySanderson shall invoice the Client monthly in arrears (or as otherwise specified in the SOW) for its charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this clause 8.2. Each invoice will clearly detail the milestones being invoiced (in accordance with the SOW). Any expenses and materials invoiced will be detailed separately and receipts provided if required. 8.3 Where the SOW states that the Services are provided for a fixed price, the total price for the Services shall be the amount set out on Voip-Unlimited’s Price Lists in the SOW. GatenbySanderson shall invoice the Client for the Charges, together with expenses and Tariffsthird party costs (pursuant to clause 8.4) and VAT at the periods specified in the SOW. 8.4 Unless stated otherwise in the SOW, provided that such charges cannot be increased more than once any fixed price excludes the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom GatenbySanderson engages in any three-month period. Voip-Unlimited will give connection with the Reseller written notice Services, the cost of any such increase at least one months before materials and the proposed date cost of services reasonably and properly provided by third parties and required by GatenbySanderson for the supply of the increaseServices. If such increase is not acceptable Such expenses, materials and third party services shall be invoiced by GatenbySanderson in addition to the Reseller, it Charges. 8.5 The Client shall notify Voip-Unlimited pay all invoices in writing full in cleared funds within one month 30 days of the date of Voip-Unlimited's notice and Voip-Unlimited shall have each invoice to the right bank account nominated by GatenbySanderson. Time of payment is of the essence. 8.6 Where sums due under this Agreement are not paid in full by the due date GatenbySanderson may, without limiting its other rights or remedies to terminate rights, suspend the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating to the use provision of the Services including whether such use is authorised, unauthorised, fraudulent until all amounts due have been paid in full and / or by an End Userin cleared funds. 10.6 The Reseller accepts that 8.7 GatenbySanderson may set and vary credit limits from time to time and withhold all further supplies if the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any timeClient exceeds such credit limit. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges.

CHARGES AND PAYMENT. 10.1 The price for 5.1 Calteq states all Charges exclusive of VAT, unless specified otherwise. All Charges not specified in the Goods Commercial Terms shall be at Standard List Price. 5.2 Rounding and minimum charges may apply, in accordance with the price set out networks Billing Manual. 5.3 Access Fees shall be invoiced by Calteq monthly in advance and all other Charges shall be invoiced monthly in arrears. Invoices shall be paid by Customer in cleared funds no later than 30 calendar days from the Service Order Form. The price date of the Goods is exclusive invoice (‘Due Date’), by direct debit. 5.4 If Customer reasonably and in good faith disputes an invoice or part of all costs and charges it, Customer shall notify Calteq of packaging, insurance, transport such dispute within 14 days of receipt of the Goodsinvoice, which providing details of why the invoiced amount is incorrect and, if possible, how much Customer considers is due. All Charges not in dispute shall be paid by the Reseller when it pays for the GoodsDue Date. 10.2 The 5.5 Where Calteq has not received payment for undisputed Charges for by the Due Date, Calteq shall: (i) contact Customer’s Accounts Payable Department to request payment; and (ii) be entitled to charge interest on the overdue Charges at the highest rates permitted by applicable law. Where Calteq has not received payment within 30 calendar days of the Due Date, Calteq may take all or any of the following actions until such time as payment, including any interest due, has been received: a) withhold any sums owing to Customer by Calteq (including Subsidy) and offset it against any sums Customer owes to Calteq under this Agreement; b) suspend Customer’s and/or End User’s use of the Services shall be in relation to which Charges are outstanding; c) withdraw any discount in relation to the relevant Equipment or Service and charge Customer Calteq’s Standard List Prices for that Equipment or Service; and d) subject to Calteq having first invoked at least one of the remedies as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereofClauses 5.5 (a) to (c), Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot Calteq shall be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable to the Reseller, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies entitled to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited this Agreement in whole or in part in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and Clause 10.3. 5.6 Customer shall not be entitled to object offset any sums owed to it by Calteq under any Agreement or dispute between the same 10.5 For the avoidance of doubt the Reseller acknowledges Parties against any sums that it has sole responsibility for all charges relating Customer owes to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End UserCalteq under this Agreement. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited5.7 Calteq may credit assess Customer from time to time as reasonably required to assess Calteq’s Price Lists and Tariffs risk. Each credit assessment shall entitle Customer to have a credit limit on Customer’s Calteq account (details of which are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimitedavailable on request). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges.

CHARGES AND PAYMENT. 10.1 4.1 We will charge you for your use of the Services and you agree to pay the Charges in accordance with this Agreement. The price Charges will include a fixed Periodic Fee in an amount and billing frequency that will be stated on your Order Form, or if not stated thereon then as we will otherwise confirm to you in writing. As well as the Periodic Fee we will also charge you Variable Charges which will vary depending on the nature and use of the Services provided. If no Periodic Fee or Variable Charges are specifically stated on your Order Form or otherwise in writing by us, then they will be charged at a level not higher than the prevailing rate published in the Price List from time to time. 4.2 You agree to pay us all Charges in accordance with this Agreement on the basis of usage data that we provide. You acknowledge that we may also charge you certain one-off charges, such as when you request a variation to the Services and we are liable to pay cancellation costs charged by third party suppliers, and/or a Termination Fee if you tell us you want to terminate this Agreement before the expiry of the Minimum Term or any Subsequent Term. You agree to pay such one-off charges on demand. 4.3 In the event that any Equipment and/or Software is damaged, destroyed, lost or stolen then you agree to pay the applicable replacement or repair charges as set out from time to time in the Price List. 4.4 In the event that any invoice that we send to you contains an error (howsoever arising) such that you are invoiced less than you owe, then we may send you a further invoice for the Goods shall difference between the amount so invoiced and the amount that ought to have been invoiced had the error not been made, and you agree to pay any such invoice on demand. 4.5 In the event that we omit or delay the invoicing of any Charges (“Delayed Charges”) we may invoice you at a later date (and you will continue to be liable to pay us) for them, except where you are (or have notified us in accordance with clause 15.4 that you have become) a Small Business Customer, in which case we may only send you an invoice containing Delayed Charges where we send such invoice no later than the price set out fourth invoice following the relevant period in which the Service Order Form. The price Delayed Charges were incurred. 4.6 You agree to pay the Charges and any other sums due to us within 14 days of the Goods date of our invoice (or by such other date as is exclusive stated on an invoice or expressly agreed in writing with us). Unless any other method of all costs and charges of packagingpayment is agreed with us in writing, insurance, transport of the Goods, which Charges shall be paid by direct debit and you agree to provide us on demand with all information necessary from time to time to allow payments to be made by such method. 4.7 If you do not pay to us any sum due in accordance with this Agreement by the Reseller when it pays due date for payment, we may charge and you agree to pay interest, a further fixed sum and reasonable costs, in each case as provided for under the Late Payment of Commercial Debts (Interest) Xxx 0000. 4.8 We may at any time increase the Charges by publishing the relevant changes to the Price List on the Website and notifying you of such publication and/or that changes have been made to Charges that affect you: 4.8.1 if the cost to us of supplying the Services increases for any reason, by the amount of such increase; 4.8.2 pursuant to a direction from any legal or regulatory body or competent authority with jurisdiction over us, by the amount set out or otherwise required by such direction; 4.8.3 by a percentage equal to the percentage increase in either the Retail Price Index or the Consumer Price Index (whichever is the greater) for the Goods.relevant year or, if greater, by a percentage equal to the percentage increase in the Retail Price Index or the Consumer Price Index since the date of the last increase in Charges (whichever is the greater); and/or 10.2 The 4.8.4 in addition and without prejudice to the foregoing sub- clauses, we may increase the Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-every 12 month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable period by either: (i) up to the Reseller, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges.10 per cent; or

CHARGES AND PAYMENT. 10.1 The price for the Goods shall be the price set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller Customer when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited Pen Telecom reserves the right to increase its charges set out on Voip-UnlimitedPen Telecom’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any threesix-month period. Voip-Unlimited Pen Telecom will give the Reseller Customer written notice of any such increase at least one two months before the proposed date of the increase. If such increase is not acceptable to the ResellerCustomer, it shall notify Voip-Unlimited Pen Telecom in writing within one month of the date of Voip-Unlimited's Pen Telecom’s notice and Voip-Unlimited Pen Telecom shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the ResellerCustomer. 10.4 If the Reseller Customer does not notify Voip-Unlimited Pen Telecom in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same. 10.5 For the avoidance of doubt the Reseller Customer acknowledges that it has sole responsibility for all charges relating to the use of the Services including regardless of whether such use is authorised, unauthorised, fraudulent and / fraudulent, or by an End Userotherwise. 10.6 The Reseller Customer accepts that the Call Tariffs set out in Voip-UnlimitedPen Telecom’s Price Lists and Tariffs are set by Voip- Unlimited Pen Telecom by reference to the telecommunication tariffs of third parties which Voip-Unlimited Pen Telecom pays to provide the Services to the Reseller Customer (insofar as the applicable Services are being provided to the Reseller Customer by Voip-UnlimitedPen Telecom). Those third third-party tariffs are not controlled by Voip-Unlimited Pen Telecom and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller Customer agrees that, at any time during the term of the this Contract, Voip-Unlimited Pen Telecom may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-UnlimitedPen Telecom’s Price Lists and Tariffs and the Reseller Customer shall pay such increased or decreased rate in the Call Tariff charges. 10.8 Pen Telecom shall endeavour to notify the Customer of any change in the Call Tariff charges within a reasonable time of any change but failure by Pen Telecom to notify the Customer shall not affect the Customer’s liability to pay the Charges or entitle the Customer to any remedy from Pen Telecom. 10.9 Pen Telecom shall invoice for any usage charges monthly in arrears and any fixed charges monthly or quarterly or yearly in advance as specified on the Services Order Form. Invoices and detailed information on any applicable usage may be sent by email at Pen Telecom’s discretion. 10.10 In respect of the Goods, Pen Telecom shall invoice the Customer on or at any time after the date of the Order. 10.11 Usage charges for a given billing period will be calculated by reference to the appropriate band of Pen Telecom’s tariff structure which is available for inspection upon request. 10.12 The Customer shall pay each invoice submitted by Pen Telecom: a. within twenty-one days of the date of the invoice; and b. in full and in cleared funds to a bank account nominated in writing by Pen Telecom; and c. through a direct debit arrangement on or about the 17th day of the month of invoice, any deviation to this must first be agreed in writing to Pen Telecom and said deviation will be subject to a monthly charge of £5; and d. time for payment shall be of the essence of the Contract. 10.13 In the event that a legitimate direct debit charge cannot be collected a £30 administration fee will be charged to the Customer’s account. In addition, at Pen Telecom’s discretion and without prejudice to any other rights it may have under this Contract or otherwise, the supply of the Services may be suspended. If the provision of the Supply of Services is suspended f or any breach of this Contract by the Customer and subsequently re-instated at the absolute discretion of Pen Telecom, a £30 Reinstatement fee will be paid by the Customer. 10.14 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 Pen Telecom to the Customer, the Customer shall, on receipt of a valid VAT invoice from Pen Telecom, pay to Pen Telecom such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. 10.15 If the Customer fails to make any payment due to Pen Telecom under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per cent per annum above HSBC Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 10.16 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). Pen Telecom may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Pen Telecom to the Customer. 10.17 Usage charges shall be calculated by reference to data recording or logged by Pen Telecom. 10.18 For the avoidance of doubt, the Customer shall be liable for all and any telecommunication charges payable to any third party arising out of the Customer’s use of the Services.

CHARGES AND PAYMENT. 10.1 The price for the Goods shall be the price set out in the Service Order Form. The price 9.1 In consideration of the Goods is exclusive of all costs and charges of packaging, insurance, transport provision of the GoodsServices by Roczen, which the Client shall be paid by pay the Reseller when it pays for Charges to Roczen. Where the Goods. 10.2 The Charges for are calculated on a fixed price basis other than in accordance with Schedule 3 (Charges), the Services amount of those charges shall be as set out on the Service Order Form in a Statement of Work. 9.2 All sums payable to Roczen under this Agreement: (a) are exclusive of VAT, and the Service DocumentsClient 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. 10.3 Save 9.3 the Client shall pay each invoice submitted to it by Xxxxxx within thirty (30) days of receipt to a bank account nominated in respect writing by Xxxxxx from time to time. 9.4 Unless otherwise agreed between the parties in writing or in any Statements of Call Tariffs Work, Roczen shall invoice the Client for the Charges monthly in respect arrears which shall include (as notified by the Client to Roczen): 9.5 The Charges exclude the following, which shall be payable by the Client monthly in arrears, following submission of which see clauses 10.6 an appropriate invoice: (a) the Examination Charges; (b) the cost of hotel, subsistence, travelling and 10.7 hereof, Voip-Unlimited reserves any other ancillary expenses reasonably incurred by the right individuals whom Xxxxxx engages in connection with the Services. Those expenses are to increase its charges be agreed by the Client in advance; and (c) the cost to Roczen of any materials or services procured by Roczen from third parties for the provision of the Services as such items and their cost are set out on Voip-Unlimited’s Price Lists in the Statement of Work or approved by the Client in advance from time to time. 9.6 the Client acknowledges and Tariffs, provided agrees that use of certain bespoke services forming part of the Roczen Solutions offered to End Users will incur additional Examination Charges and that such charges cannot be increased more than once in any three-month periodExamination Charges will vary from End User to End User. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable to the Reseller, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and Roczen shall not be entitled required to object to seek approval from the same 10.5 For Client in advance of incurring such Examination Charges, where the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating to the use relevant service forming part of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an Roczen Solution has been deemed (in good faith) as necessary for the relevant End User. 10.6 The Reseller accepts that 9.7 Roczen and the Call Tariffs Client shall review the Charges on an annual basis within thirty (30) Business Days of each anniversary of the Commencement Date. Any increase in the Charges shall be agreed between the parties in writing under a Statement of Work or in accordance with the Change Control procedure set out in VoipClause 8.1 (Change Control) provided that Roczen shall be entitled to increase the Examination Charges from time to time to reflect an increase in costs borne by Roczen in providing the corresponding services. 9.8 Without prejudice to Clause 8.1 (Change Control), Roczen may increase Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-Unlimited’s Price Lists month period and Tariffs are set by Voip- Unlimited by reference the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index. Any increase in the Charges under Clauses 9.7 or 9.8 shall affect: (a) the Charges (in Statements of Work in force at the date the increase takes effect); and (b) the calculation of the Charges for Statements of Work entered into after the date the increase takes effect. 9.9 Without prejudice to any other right or remedy that it may have, if the telecommunication tariffs Client fails to pay Roczen any sum due under this Agreement on the due date: (a) the Client shall pay interest on the overdue sum from the due date until payment of third parties which Voip-Unlimited pays the overdue sum, whether before or after judgement. Interest under this Clause will accrue each day at 4% a year above the Bank of England's base rate from time to provide time, but at 4% a year for any period when that base rate is below 0%; and (b) Roczen may suspend part or all of the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any timeuntil payment has been made in full. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges.

CHARGES AND PAYMENT. 10.1 19.1 Party B shall pay the Domestic Service Provider’s Charges according to the rates and timelines bilaterally agreed upon as noted in Schedule 4 (Charges). 19.2 The price Charges shall (unless otherwise agreed between the Parties in writing) apply for the Goods Invoice Period. 19.3 All Charges shall be the price set out quoted and invoiced in the Service Order Form. The price of the Goods is exclusive of all costs Euro and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller when it pays for the Goodspayable in Euro. 10.2 19.4 The Charges for the Services Domestic Service Provider shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs its Charges under this ARP Agreement invoice Party B at the end of each calendar month. Each invoice shall relate to one Invoice Period and shall be submitted to Party B within fifteen (15) days of the Invoice Period to which it relates. 19.5 The Domestic Service Provider shall send an accounting summary report with each invoice. This accounting summary report will detail, for the Invoice Period in respect question and the relevant charge rate for the Domestic Service Provider; 19.6 Notwithstanding the foregoing and for the avoidance of doubt, the Domestic Service Provider may in a separate invoice make backdated claims for amounts outstanding relating to a previous Invoice Period which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves were not previously invoiced for technical or other reasons provided always that no invoice may be issued by the right to increase its Domestic Service Provider for any charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give 64 months after the Reseller written notice of any such increase at least one months before the proposed date end of the increasemonth in which the relevant service was provided. Such Charges shall be detailed in the accounting summary report referred to in Clause 19.5 above. 19.7 Invoices issued by the Domestic Service Provider under this ARP Agreement shall be payable by Party B within thirty (30) days of the invoice. 19.8 If payment for any undisputed invoice is not received by the Domestic Service Provider on the due date, the Domestic Service Provider will send a reminder to the ARP. If such increase is not acceptable the ARP shall fail to pay any amount due hereunder by the due date then the Domestic Service Provider shall immediately suspend the Provided Services to the ResellerARP until such time as the ARP shall make the payment to the Domestic Service Provider. In the event the ARP does not pay two consecutive invoices by the due date on each invoice the Domestic Service Provider shall be entitled at its option to terminate this ARP Agreement in accordance with Clause 11.1.2. 19.9 If Party B disputes an invoice received from the Domestic Service Provider, it shall notify Voip-Unlimited the Domestic Service Provider in writing within one month ten (10) days specifying, the invoice number, the invoice date, the invoice period, and giving details of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Resellerdisputed amounts. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges.

CHARGES AND PAYMENT. 10.1 The price 5.1 Rillion shall invoice the Customer for the Goods shall be Fees in accordance with the price set out in the Service relevant Order FormForm and/or SOW. The price Customer shall pay each invoice submitted to it by Rillion within 30 days of the Goods is date of invoice (unless otherwise agreed in writing between the Parties) to a bank account nominated in writing by Rillion from time to time. The Professional Services are exclusive of all costs and charges of packaging, insurance, transport of the Goodsexpenses, which shall be paid by the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited billed monthly. Rillion reserves the right to increase charge its charges standard service rates for travel time at the full hourly rate during Business Hours and at half the hourly rate outside of Business Hours. 5.2 The Parties agree that Fees may be adjusted as follows: (i) annually, commencing on the first anniversary of the Subscription Start Date (as set out forth on Voip-Unlimitedthe Order From) and on each subsequent anniversary thereof (each, an “Adjustment Date“), based on an adjustment determined by the most recent full calendar year’s average Consumer Price Lists and TariffsIndex (CPI), provided that such charges cannot as published by either (a) the Swedish Central Bank, for Customers incorporated outside of the US, or (b) the Bureau of Labor Statistics, for Customers incorporated within the US, in each case plus an additional uplift of up to 3%; and/or (ii) an adjustment of the Fees in accordance with Rillion’s price lists as may be increased more than once in any three-month period. Voip-Unlimited will give applicable from time to time, subject to Rillion giving the Reseller written notice of any such increase Customer at least one months before the proposed date 4 (four) months’ notice prior to each adjustment of the increaseFees. If such increase is not acceptable to For the Reselleravoidance of doubt, it shall notify Voip-Unlimited should the Customer deem the adjustment of Fees set forth in writing within one month of this item (ii) unacceptable, the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to Customer may terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited this Agreement in accordance with clause 10.3 hereof it 11 below. The adjusted Fees shall be deemed to have accepted become effective on the increase in charges Adjustment Date and shall not apply to all Services provided thereafter until the next Adjustment Date. In addition to what is set out above in this clause 5.2, the Customer acknowledge and agree that if any third-party would impose any cost or charge on Rillion for obtaining Third-Party Materials (“Third-Party Cost”), Rillion shall immediately be entitled to object pass-through the Third- Party Cost to the sameCustomer. The Third-Party Cost will be clearly indicated on the relevant invoice. 10.5 For 5.3 The Fee for the avoidance Rillion Pay Service (“Pay Service”) shall be calculated on the basis of doubt the Reseller acknowledges that it number of transactions instructed, in accordance with Rillion’s then-current service transaction fee schedule, available on request. Rillion shall be entitled at any time without prior notice to also pass through any fees and any increases in communication tariffs related to the Pay Services, including government-imposed access fees, fees resulting from changes in regulation or statute, fees or assessments imposed pursuant to any operating regulations, transaction costs and any third-party imposed costs. The Customer may be eligible to receive certain rebates related to payments made by the Customer via virtual card as detailed in the relevant Order Form (“Rebate”). Rillion will provide a detailed breakdown of the Rebate calculation to Customer as required, which may be set off against Customer’s future invoices. Any changes to the method of calculation of such Rebates will be communicated to Customer with reasonable notice, and such changes will apply from the effective date specified in the notice. 5.4 If Rillion has sole responsibility not received payment of any sum due under this Agreement by the due date, and without prejudice to any other rights and remedies of Rillion: (a) 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 Swedish Central Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment; (b) Customer shall reimburse Rillion for all charges relating to the use reasonable costs incurred by Rillion in collecting any late payments or interest, including attorneys' fees, court costs and collection agency fees; and (c) Rillion may, if such failure continues for 30 days, suspend part or all of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End Useruntil payment has been received in full. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists 5.5 All sums payable to Rillion under this Agreement are exclusive of value added tax, goods and Tariffs are set by Voip- Unlimited by reference service tax, withholding tax, sales tax or other consumption or similar taxes (“Indirect Taxes”), which shall be added to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide invoice(s) at the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any timeappropriate rate. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges.

CHARGES AND PAYMENT. 10.1 4.1 We will charge you for your use of the Services and you agree to pay the Charges in accordance with this Agreement. The price Charges will include a fixed Periodic Fee in an amount and billing frequency that will be stated on your Order Form, or if not stated thereon then as we will otherwise confirm to you in writing. As well as the Periodic Fee we will also charge you Variable Charges which will vary depending on the nature and use of the Services provided. If no Periodic Fee or Variable Charges are specifically stated on your Order Form or otherwise in writing by us, then they will be charged at a level not higher than the prevailing rate published in the Price List from time to time. 4.2 You agree to pay us all Charges in accordance with this Agreement on the basis of usage data that we provide. You acknowledge that we may also charge you certain one-off charges, such as when you request a variation to the Services and we are liable to pay cancellation costs charged by third party suppliers, and/or a Termination Fee if you tell us you want to terminate this Agreement before the expiry of the Minimum Term or any Subsequent Term. You agree to pay such one-off charges on demand. 4.3 In the event that any Equipment and/or Software is damaged, destroyed, lost or stolen then you agree to pay the applicable replacement or repair charges as set out from time to time in the Price List. 4.4 In the event that any invoice that we send to you contains an error (howsoever arising) such that you are invoiced less than you owe, then we may send you a further invoice for the Goods difference between the amount so invoiced and the amount that ought to have been invoiced had the error not been made, and you agree to pay any such invoice on demand. 4.5 In the event that we omit or delay the invoicing of any Charges (“Delayed Charges”) we may invoice you at a later date (and you will continue to be liable to pay us) for them, except where you are (or have notified us in accordance with clause 15.4 that you have become) a Small Business Customer, in which case we may only send you an invoice containing Delayed Charges where we send such invoice no later than the fourth invoice following the relevant period in which the Delayed Charges were incurred. 4.6 You agree to pay the Charges and any other sums due to us within 14 days of the date of our invoice (or by such other date as is stated on an invoice or expressly agreed in writing with us). Unless any other method of payment is agreed with us in writing, the Charges shall be paid by direct debit and you agree to provide us on demand with all information necessary from time to time to allow payments to be made by such method. 4.7 If you do not pay to us any sum due in accordance with this Agreement by the price due date for payment, we may charge and you agree to pay interest, a further fixed sum and reasonable costs, in each case as provided for under the Late Payment of Commercial Debts (Interest) Xxx 0000. 4.8 We may at any time increase the Charges by publishing the relevant changes to the Price List on the Website and notifying you of such publication and/or that changes have been made to Charges that affect you: 4.8.1 if the cost to us of supplying the Services increases for any reason, by the amount of such increase; 4.8.2 pursuant to a direction from any legal or regulatory body or competent authority with jurisdiction over us, by the amount set out or otherwise required by such direction; 4.8.3 by a percentage equal to the percentage increase in either the Retail Price Index or the Consumer Price Index (whichever is the greater) for the relevant year or, if greater, by a percentage equal to the percentage increase in the Retail Price Index or the Consumer Price Index since the date of the last increase in Charges (whichever is the greater); and/or 4.8.4 in addition and without prejudice to the foregoing sub-clauses, we may increase the Charges for the Services once in every 12 month period by either: (i) up to 10 per cent; or (ii) by such amount that the aggregate of all the Charges set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid Price List increases by the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased no more than once in any three-month period10 per cent. Voip-Unlimited We will always give the Reseller written you as much notice as is reasonably practicable of any changes pursuant to this clause 4.8, and if such increase changes may be materially detrimental to you then that notice period will be at least one months before the proposed date of the increase30 days. If you wish to object to any changes notified to you then you will need to contact us during such increase is not acceptable 30 day period by calling 0800 970 2999 or writing to the Resellerus at 9 Group (Retail Division), it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall Xxxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxx XX0 0XX, otherwise you will be deemed to have accepted them with effect from the increase end of such 30 day period. 4.9 Unless you notify us in charges and shall not be entitled writing that you require paper invoices, we will send you invoices (or a web link to object such invoices) electronically to the same 10.5 For contact email address specified on the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating relevant Order Form or otherwise notified to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference us from time to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due 4.10 We may charge you, and you agree to pay, additional administrative fees as detailed in the circumstances set out at clause 10.6 hereof the Reseller agrees thatPrice List where: 4.10.1 a direct debit is unpaid; 4.10.2 you make payment by a method other than direct debit; 4.10.3 you receive paper invoices from us; and/or 4.10.4 we write to you chasing payment of an overdue invoice. 4.11 If you wish to query or dispute any Charges, at any time during the term you will need to raise them with us within 60 days of the Contractdate of the relevant invoice and in accordance with our Code of Practice on Complaint Handling and Dispute Resolution, Voip-Unlimited may increase or decrease its Call Tariff charges as set out which is published on the Call Tariffs within Voip-Unlimited’s Price Lists Website. This deadline also applies to any claims to protection in connection with the ECR Service. 4.12 You agree to pay to us all amounts properly due and Tariffs payable under this Agreement in full and the Reseller shall pay such increased without making any deduction, withholding, counterclaim or decreased rate in the Call Tariff chargesset off except as required by law. Without limiting any other rights or remedy, we may set off any amount that you owe to it under this Agreement or any other agreement against any amount that we owe to you.

CHARGES AND PAYMENT. 10.1 9.1 The price Customer shall pay the Subscription Fees, (including fees for additional User Subscriptions purchased in accordance with clause 3), Support Fees and all other charges arising under the Contract Details and/or these Terms and Conditions (together “Charges”) to AH for the Goods User Subscriptions in accordance with this clause 9 and Schedule 2 and the support fees in accordance with clause 4.3 and Schedule 2, if applicable. 9.2 Customer shall pay all Charges set forth in an invoice issued by AH in accordance with this Agreement within thirty (30) days following receipt of such invoice (the “Due Date”). In the event Customer disputes any amount shown due on such invoice, Customer shall pay any undisputed amounts in accordance with the applicable payment terms and send a disputed amount notice (setting forth the amount in dispute and the reasons for any such dispute) to AH within ten (10) days following receipt of such an invoice (the “Dispute Period”). The parties shall use commercially reasonable efforts to resolve any such dispute. If Customer does not dispute the applicable invoice during the Dispute Period, any such dispute shall be deemed waived. 9.3 If AH has not received payment within thirty (30) days after the price set out in Due Date, and without prejudice to any other rights and remedies of AH: 9.3.1 AH may, without liability to the Service Order Form. The price Customer, disable the Customer's password, account and access to all or part of the Goods is Services and AH shall be under no obligation to 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 8% over the then current base lending rate of Barclays Bank 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: 9.4.1 shall be payable in pounds sterling; 9.4.2 non-cancellable and non-refundable; 9.4.3 are exclusive of all costs and charges of packaging, insurance, transport of the Goodsvalue added tax, which shall be paid by added to AH's invoice(s) at the Reseller when it pays for the Goodsappropriate rate. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable to the Reseller, it shall notify Voip-Unlimited in writing within one month 9.5 On each annual anniversary of the date of Voip-Unlimited's notice and Voip-Unlimited shall have this Agreement the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited then current Subscription Fees, (including fees for additional User Subscriptions purchased in accordance with clause 10.3 hereof it 3), Support Fees and all other charges arising under the Contract Details and/or these Terms and Conditions (together “Charges”) shall be increased by a percentage equal to the increase in Retail Price Index (Jevons) published by the Office for National Statistics or its successor from time to time for the Contract Year (or the nearest publication dates to the commencement and expiry dates of the relevant Contract Year, spanning a 12 month period) and each subsequent Contract Year plus a further three (3) per cent and the fees set out in Schedule 2 shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End Userbeen amended accordingly. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges.

CHARGES AND PAYMENT. 10.1 8.1 The price Client shall pay the Fees for the Managed Services and Goods (including any Third Party Software fees as applicable) in accordance with the Order Form and this Clause 8 8.2 Any set up costs shall be the price set out in the applicable Order Form payable in accordance with this Agreement. Setup costs will be invoiced when the Order Form is received by the Supplier. 8.3 Service Items shall be invoiced quarterly in advance at the Quantities detailed in the Order Form(s) and payable in accordance with this Clause 8. 8.4 Where a Service Item is indicated to be “Consumption” in the Order Form. , the variance between the Quantity in the Order Form and the actual usage will be invoiced monthly in arrears. 8.5 The price of Client shall pay any and all Expenses to the Goods is extent these are captured in the Order Form or as agreed between the Parties. 8.6 All amounts and Fees stated or referred to in this Agreement are exclusive of all costs and charges of packaging, insurance, transport of the Goodsvalue added tax, which shall be paid added to the Supplier's invoice(s) at the appropriate rate. 8.7 Each invoice is due and the undisputed portion payable thirty (30) days after the invoice is received by the Reseller when it pays for Client. The Supplier be entitled to charge interest on all undisputed amounts, such interest to accrue on any overdue amounts at the Goodsrate of two (2) % per annum (calculated as daily simple interest) over the base lending rate of the Lloyds Bank commencing on the due date and continuing until fully paid, whether before or after the judgment. The Parties shall follow the Dispute Resolution Procedure to resolve disputed portions of invoices. 10.2 The Charges for 8.8 On each anniversary of the Services signing of the Agreement, the Supplier may amend the Fees, in line with the percentage increase in the Consumer Price Index in the preceding twelve (12) month period plus 2% and shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any three-month period. Voip-Unlimited will give the Reseller Client at least (ninety) 90 days written notice of any such amendment. For the avoidance of doubt, the Supplier may increase any Third Party Software fee or any third party costs at least one months before any time in line with any increases imposed upon the proposed date of Supplier by such third party. 8.9 The Client shall pay all amounts due under the increaseAgreement in full without set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). If such increase is not acceptable to the ResellerThe Supplier may at any time, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting any of its other rights or remedies remedies, set off any amount owing to terminate it against any amount payable by the Contract by giving six months’ written notice Supplier to the ResellerClient. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges.

CHARGES AND PAYMENT. 10.1 The price for the Goods shall be the price set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller Customer when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs Tariffs, in respect of which see clauses 10.6 and 10.7 hereof, Voip-Voip Unlimited reserves the right to increase its charges set out on Voip-Voip Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any threesix-month period. Voip-Voip Unlimited will give the Reseller Customer written notice of any such increase at least one months month before the proposed date of the increase. If such increase is not acceptable to the ResellerCustomer, it shall notify Voip-Voip Unlimited in writing within one month of the date of Voip-Voip Unlimited's notice and Voip-Voip Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the ResellerCustomer, and the increase shall not impact the Customer during the notice period. 10.4 If the Reseller Customer does not notify Voip-Voip Unlimited in accordance with clause 10.3 hereof hereof, it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same. 10.5 For the avoidance of doubt the Reseller Customer acknowledges that it has sole responsibility for all charges relating to the use of the Services including Services, regardless of whether such use is authorised, unauthorised, fraudulent and / an d/ or by an End Userotherwise. 10.6 The Reseller Customer accepts that the Call Tariffs set out in Voip-Voip Unlimited’s Price Lists and Tariffs are set by Voip- Voip Unlimited by reference to the telecommunication tariffs of third parties parties, which Voip-Voip Unlimited pays to provide the Services to the Reseller Customer (insofar as the applicable Services are being provided to the Reseller Customer by Voip-Voip Unlimited). Those third third-party tariffs are not controlled by Voip-Voip Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof hereof, the Reseller Customer agrees that, at any time during the term of the this Contract, Voip-Voip Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Voip Unlimited’s Price Lists and Tariffs Tariffs, and the Reseller Customer shall pay such increased or decreased rate in the Call Tariff charges. 10.8 Voip Unlimited shall endeavour to notify the Customer of any change in the Call Tariff charges within a reasonable time of any change, but failure by Voip Unlimited to notify the Customer shall not affect the Customer’s liability to pay the Charges or entitle the Customer to any remedy from Voip Unlimited. 10.9 Voip Unlimited shall invoice for any usage charges monthly in arrears, and any fixed charges monthly or quarterly or yearly in advance as specified on the Services Order Form. Invoices and detailed information on any applicable usage may be sent by email at Voip Unlimited’s discretion. 10.10 In respect of the Goods, Voip Unlimited shall invoice the Customer on or at any time after the date of the Order. 10.11 Usage charges for a given billing period will be calculated by reference to the appropriate band of Voip Unlimited’s tariff structure which is available for inspection upon request. 10.12 The Customer shall pay each invoice submitted by Voip Unlimited: (a) within twenty-one days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Voip Unlimited; and (c) through a direct debit arrangement on or about the twenty third day of the month of invoice, any deviation to this must first be agreed in writing with Voip Unlimited and said deviation will be subject to a monthly charge of £5, in addition any cheque payments will be subject to a processing fee of £15 per cheque; and (d) time for payment shall be of the essence of the Contract. 10.13 In the event that a legitimate direct debit charge cannot be collected a £30 administration fee will be charged to the Customer’s account. In addition, at Voip Unlimited’s discretion and without prejudice to any other rights it may have under this Contract or otherwise, the supply of the Services may be suspended. If the provision of the Supply of Services is suspended for any breach of this Contract by the Customer and subsequently re-instated at the absolute discretion of Voip Unlimited, a £30 Reinstatement fee will be paid by the Customer. 10.14 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 Voip Unlimited to the Customer, the Customer shall, on receipt of a valid VAT invoice from Voip Unlimited, pay to Voip Unlimited such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. 10.15 If the Customer fails to make any payment due to Voip Unlimited under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above HSBC Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 10.16 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). Voip Unlimited may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Voip Unlimited to the Customer. 10.17 Usage charges shall be calculated by reference to data recording or logged by Voip Unlimited. 10.18 For the avoidance of doubt, the Customer shall be liable for all and any telecommunication charges payable to any third party arising out of the Customer’s use of the Services.

CHARGES AND PAYMENT. 10.1 The price for the Goods shall be the price set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller Customer when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs Tariffs, in respect of which see clauses 10.6 and 10.7 hereof, Voip-Voip Unlimited reserves the right to increase its charges set out on Voip-Voip Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any threesix-month period. Voip-Voip Unlimited will give the Reseller Customer written notice of any such increase at least one months month before the proposed date of the increase. If such increase is not acceptable to the ResellerCustomer, it shall notify Voip-Voip Unlimited in writing within one month of the date of Voip-Voip Unlimited's notice and Voip-Voip Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the ResellerCustomer, and the increase shall not impact the Customer during the notice period. 10.4 If the Reseller Customer does not notify Voip-Voip Unlimited in accordance with clause 10.3 hereof hereof, it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same. 10.5 For the avoidance of doubt the Reseller Customer acknowledges that it has sole responsibility for all charges relating to the use of the Services including Services, regardless of whether such use is authorised, unauthorised, fraudulent and / and/ or by an End Userotherwise. 10.6 The Reseller Customer accepts that the Call Tariffs set out in Voip-Voip Unlimited’s Price Lists and Tariffs are set by Voip- Voip Unlimited by reference to the telecommunication tariffs of third parties parties, which Voip-Voip Unlimited pays to provide the Services to the Reseller Customer (insofar as the applicable Services are being provided to the Reseller Customer by Voip-Voip Unlimited). Those third third-party tariffs are not controlled by Voip-Voip Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof hereof, the Reseller Customer agrees that, at any time during the term of the this Contract, Voip-Voip Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Voip Unlimited’s Price Lists and Tariffs Tariffs, and the Reseller Customer shall pay such increased or decreased rate in the Call Tariff charges. 10.8 Voip Unlimited shall endeavour to notify the Customer of any change in the Call Tariff charges within a reasonable time of any change, but failure by Voip Unlimited to notify the Customer shall not affect the Customer’s liability to pay the Charges or entitle the Customer to any remedy from Voip Unlimited. 10.9 Voip Unlimited shall invoice for any usage charges monthly in arrears, and any fixed charges monthly or quarterly or yearly in advance as specified on the Services Order Form. Invoices and detailed information on any applicable usage may be sent by email at Voip Unlimited’s discretion. 10.10 In respect of the Goods, Voip Unlimited shall invoice the Customer on or at any time after the date of the Order. 10.11 Usage charges for a given billing period will be calculated by reference to the appropriate band of Voip Unlimited’s tariff structure which is available for inspection upon request. 10.12 The Customer shall pay each invoice submitted by Voip Unlimited: (a) within twenty-one days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Voip Unlimited; and (c) through a direct debit arrangement on or about the twenty third day of the month of invoice, any deviation to this must first be agreed in writing with Voip Unlimited and said deviation will be subject to a monthly charge of £5, in addition any cheque payments will be subject to a processing fee of £15 per cheque; and (d) time for payment shall be of the essence of the Contract, and (e) Any disputed charges must be challenged within 90 days from the date of the invoice. 10.13 In the event that a legitimate direct debit charge cannot be collected a £30 administration fee will be charged to the Customer’s account. In addition, at Voip Unlimited’s discretion and without prejudice to any other rights it may have under this Contract or otherwise, the supply of the Services may be suspended. If the provision of the Supply of Services is suspended for any breach of this Contract by the Customer and subsequently re-instated at the absolute discretion of Voip Unlimited, a £30 Reinstatement fee will be paid by the Customer. 10.14 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 Voip Unlimited to the Customer, the Customer shall, on receipt of a valid VAT invoice from Voip Unlimited, pay to Voip Unlimited such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. 10.15 If the Customer fails to make any payment due to Voip Unlimited under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the UK government statutory interest rate. 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. 10.16 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). Voip Unlimited may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Voip Unlimited to the Customer. 10.17 Usage charges shall be calculated by reference to data recording or logged by Voip Unlimited. 10.18 For the avoidance of doubt, the Customer shall be liable for all and any telecommunication charges payable to any third party arising out of the Customer’s use of the Services.

CHARGES AND PAYMENT. 10.1 4.1 We will charge you for your use of the Services and you agree to pay the Charges in accordance with this Agreement. The price Charges will include a fixed Periodic Fee in an amount and billing frequency that will be stated on your Order Form, or if not stated thereon then as we will otherwise confirm to you in writing. As well as the Periodic Fee we will also charge you Variable Charges which will vary depending on the nature and use of the Services provided. If no Periodic Fee or Variable Charges are specifically stated on your Order Form or otherwise in writing by us, then they will be charged at a level not higher than the prevailing rate published in the Price List from time to time. 4.2 You agree to pay us all Charges in accordance with this Agreement on the basis of usage data that we provide. You acknowledge that we may also charge you certain one-off charges, such as when you request a variation to the Services and we are liable to pay cancellation costs charged by third party suppliers, and/or a Termination Fee if you tell us you want to terminate this Agreement before the expiry of the Minimum Term or any Subsequent Term. You agree to pay such one-off charges on demand. 4.3 In the event that any Equipment and/or Software is damaged, destroyed, lost or stolen then you agree to pay the applicable replacement or repair charges as set out from time to time in the Price List. 4.4 In the event that any invoice that we send to you contains an error (howsoever arising) such that you are invoiced less than you owe, then we may send you a further invoice for the Goods difference between the amount so invoiced and the amount that ought to have been invoiced had the error not been made, and you agree to pay any such invoice on demand. 4.5 In the event that we omit or delay the invoicing of any Charges (“Delayed Charges”) we may invoice you at a later date (and you will continue to be liable to pay us) for them, except where you are (or have notified us in accordance with clause 15.4 that you have become) a Small Business Customer, in which case we may only send you an invoice containing Delayed Charges where we send such invoice no later than the fourth invoice following the relevant period in which the Delayed Charges were incurred. 4.6 You agree to pay the Charges and any other sums due to us within 14 days of the date of our invoice (or by such other date as is stated on an invoice or expressly agreed in writing with us). Unless any other method of payment is agreed with us in writing, the Charges shall be paid by direct debit and you agree to provide us on demand with all information necessary from time to time to allow payments to be made by such method. 4.7 If you do not pay to us any sum due in accordance with this Agreement by the price due date for payment, we may charge and you agree to pay interest, a further fixed sum and reasonable costs, in each case as provided for under the Late Payment of Commercial Debts (Interest) Xxx 0000. 4.8 We may at any time increase the Charges by publishing the relevant changes to the Price List on the Website and notifying you of such publication and/or that changes have been made to Charges that affect you: 4.8.1 if the cost to us of supplying the Services increases for any reason, by the amount of such increase; 4.8.2 pursuant to a direction from any legal or regulatory body or competent authority with jurisdiction over us, by the amount set out or otherwise required by such direction; 4.8.3 by a percentage equal to the percentage increase in either the Retail Price Index or the Consumer Price Index (whichever is the greater) for the relevant year or, if greater, by a percentage equal to the percentage increase in the Retail Price Index or the Consumer Price Index since the date of the last increase in Charges (whichever is the greater); and/or 4.8.4 in addition and without prejudice to the foregoing sub-clauses, we may increase the Charges for the Services once in every 12 month period by either: (i) up to 10 per cent; or (ii) by such amount that the aggregate of all the Charges set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid Price List increases by the Reseller when it pays for the Goods. 10.2 The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased no more than once in any three-month period10 per cent. Voip-Unlimited We will always give the Reseller written you as much notice as is reasonably practicable of any changes pursuant to this clause 4.8, and if such increase changes may be materially detrimental to you then that notice period will be at least one months before the proposed date of the increase30 days. If you wish to object to any changes notified to you then you will need to contact us during such increase is not acceptable 30 day period by calling 0800 970 2999 or writing to the ResellerXxx Xxx, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall Xxxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxx XX00 0XX, otherwise you will be deemed to have accepted them with effect from the increase end of such 30 day period. 4.9 Unless you notify us in charges and shall not be entitled writing that you require paper invoices, we will send you invoices (or a web link to object such invoices) electronically to the same 10.5 For contact email address specified on the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating relevant Order Form or otherwise notified to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference us from time to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due 4.10 We may charge you, and you agree to pay, additional administrative fees as detailed in the circumstances set out at clause 10.6 hereof the Reseller agrees thatPrice List where: 4.10.1 a direct debit is unpaid; 4.10.2 you make payment by a method other than direct debit; 4.10.3 you receive paper invoices from us; and/or 4.10.4 we write to you chasing payment of an overdue invoice. 4.11 If you wish to query or dispute any Charges, at any time during the term you will need to raise them with us within 60 days of the Contractdate of the relevant invoice and in accordance with our Code of Practice on Complaint Handling and Dispute Resolution, Voip-Unlimited may increase or decrease its Call Tariff charges as set out which is published on the Call Tariffs within Voip-Unlimited’s Price Lists Website. 4.12 You agree to pay to us all amounts properly due and Tariffs payable under this Agreement in full and the Reseller shall pay such increased without making any deduction, withholding, counterclaim or decreased rate in the Call Tariff chargesset off except as required by law. Without limiting any other rights or remedy, we may set off any amount that you owe to it under this Agreement or any other agreement against any amount that we owe to you.

CHARGES AND PAYMENT. 10.1 11.1 The price for the Goods Goods: 11.1.1 shall be the price set out in the Service Order Form. The price Purchase Order; 11.1.2 shall be inclusive of the Goods is exclusive of all costs and charges of packaging, insurance, transport insurance and carriage of the Goods, which . No extra charges shall be paid effective unless agreed in writing and signed by the Reseller when it pays for Commission; and 11.1.3 shall be payable in pound sterling unless otherwise agreed in writing between the Goodsparties. 10.2 11.2 The Charges charges for the Services shall be as set out on in the Service Order Form Purchase Order, shall be payable in pound sterling (unless otherwise agreed between the parties) and shall be the Service Documents. 10.3 Save full and exclusive remuneration of the Supplier in respect of Call Tariffs the performance of the Services. Unless otherwise agreed in writing by the Commission, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 11.3 In respect of which see clauses 10.6 and 10.7 hereofthe Goods, Voip-Unlimited reserves the right to increase its charges set out Supplier shall invoice the Commission on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in or at any three-month periodtime after completion of delivery. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date In respect of the increaseServices, the Supplier shall invoice the Commission on completion of the Services. If Each invoice shall include such increase is supporting information required by the Commission to verify the accuracy of the invoice, including but not acceptable limited to the Resellerrelevant purchase order number. 11.4 In consideration of the supply of Goods and/or Services by the Supplier, it the Commission shall notify Voip-Unlimited in writing pay the invoiced amounts within one month 30 days of the date of Voip-Unlimiteda correctly rendered invoice to a bank account nominated in writing by the Supplier. 11.5 The Supplier shall separately state on each invoice any import duties or sales, use, value added, excise or similar tax. The Supplier shall not charge tax if the Commission is exempt from such taxes and furnishes the Supplier with a certificate of such exemption. The Commission will be responsible for any sales, use, VAT, or similar taxes, import duties or any other such assessment however designated. 11.6 Payment by the Commission of any invoice received by it pursuant to this clause 11 are made only in accordance with the terms of the Contracts and shall not be deemed to be an acceptance of any terms and conditions proposed by the Supplier's documents. 11.7 If the Commission fails to make a payment due to the Supplier under the Contract by the due date, then the Commission 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 11.7 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%. 11.8 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Commission to inspect such records at all reasonable times on request. 11.9 The Commission may at any time, without notice to the Supplier, set off any liability of the Supplier to the Commission against any liability of the Commission to the Supplier, whether either liability is present or future, liquidated or unliquidated, and Voip-Unlimited whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, the Commission may convert either liability at a market rate of exchange for the purpose of set- off. Any exercise by the Commission of its rights under this clause shall have the right without limiting its not limit or affect any other rights or remedies available to terminate it under the Contract by giving six months’ written notice to the Reselleror otherwise. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges.

CHARGES AND PAYMENT. 10.1 5.1 Condition 5.2 shall apply if the Services are to be provided on a time-and-materials basis. Condition 5.3 and condition 5.4 shall apply if the Services are to be provided for a fixed price. The remainder of this condition 5 shall apply in either case. 5.2 Where the Services are provided on a time-and-materials basis: (a) the charges payable for the Services shall be calculated in accordance with Responsive's standard fee rates as amended from time to time; (b) Responsive's standard fee rates (as published from time to time) are calculated on the basis of an eight-hour day worked between 8am and 4pm on weekdays (excluding weekends and public holidays); (c) Responsive shall be entitled to charge it’s standard fee rate (as published from time to time) plus 50% for each hour worked outside the hours referred to in condition 5.2 (b) on a pro-rata basis; this may be additional to fixed price service cost. (d) Responsive shall invoice the Customer once the service detailed within the customers purchase order or as agreed in an accepted quotation. 5.3 Where the Services are provided for a fixed price the total price for the Goods Services shall be the price amount set out in the Service Order FormSpecification. The total price of shall be paid to Responsive in instalments as set out in the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which Specification. All amounts due under this agreement shall be paid by the Reseller when it pays Customer to Responsive in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Responsive shall invoice the Customer for the Goodscharges at each relevant stage, together with expenses and the costs of materials (and VAT, where appropriate), calculated as provided in condition 5.4. 10.2 The Charges 5.4 Any fixed price contained in the Specification excludes: (a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the project team in connection with the Services, and the cost of any materials or services reasonably and properly provided by third parties required by Responsive for the Services supply of the Services. Such expenses, materials and third party services shall be invoiced by Responsive at cost; and (b) VAT, which Responsive shall add to its invoices at the appropriate rate; and (c) additional handling fees of 12.5% 5.5 Any queries with the invoice or complaints with the service delivered shall be received by Responsive within 15 days of invoice submittal to the customer. Beyond this timescale the required payment date as set out stated on the Service Order Form and the Service Documentsinvoice. 10.3 Save 5.6 The Customer shall pay each invoice submitted to it by Responsive in respect full, and in cleared funds as follows; a) On successful credit account with Responsive – due within 30 days of Call Tariffs receipt or as otherwise stated on the invoice b) Proforma as stated on the invoice and due before service completion 5.7 Without prejudice to any other right or remedy that Responsive may have, if the Customer fails to pay on the due date Responsive may: (a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and (b) suspend all Services until payment has been made in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot full. 5.8 Time for payment shall be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable to the Reseller, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term essence of the Contract. 5.9 If the service is provided to a client outside of the UK all reports / materials resulting from an inspection will be released on payment being received. 5.10 Responsive may, Voip-Unlimited without prejudice to any other rights it may increase or decrease its Call Tariff have, set off any liability of the Customer to Responsive against any liability of Responsive to the Customer. 5.11 Cancellation charges as set out on will apply to accepted orders that are cancelled within 48hrs of the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and start date for the Reseller shall pay such increased or decreased rate commencement of work / visit. The cost will be the full first day of the agreed work minus any travel costs involved. All hotels will be required to be paid in full unless Responsive can request a refund from the Call Tariff chargeshotel company.

CHARGES AND PAYMENT. 10.1 9.1 The price for the Goods shall be confirmed in writing by the price set out in Supplier. Unless otherwise agreed by the Service Order Form. The parties, the price of the Goods is exclusive inclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller when it pays for the Goodsinsurance and transport. 10.2 9.2 The Charges charges for the Services shall be as specified in the Order: 9.2.1 if no price is quoted in the Order the charges set out on in the Service Order Form Supplier’s published price list at the date of delivery shall apply; 9.2.2 unless agreed in writing in advance by the parties, the Supplier shall not be entitled to charge Insta for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the Service Documentscost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials. 10.3 Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited 9.3 The Supplier reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffsfor the Services, provided that such charges cannot be increased more than once in any three-12 month period. Voip-Unlimited The Supplier will give the Reseller Insta written notice of any such increase at least one 4 calendar months before the proposed date of the increase. If such increase is not acceptable to the ResellerInsta, it shall notify Voip-Unlimited the Supplier in writing within one month 4 weeks of the date of Voip-Unlimitedthe Supplier's notice and Voip-Unlimited the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ 8 weeks' written notice to the ResellerInsta. 10.4 If 9.4 In respect of Goods, the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it Supplier shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / invoice Insta on or by an End User. 10.6 The Reseller accepts that the Call Tariffs set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during after completion of delivery. In respect of Services, the term Supplier shall invoice Insta on monthly in arrears or as otherwise agreed in the Order. Each invoice shall include such supporting information required by Insta to verify the accuracy of the Contractinvoice, Voip-Unlimited may increase or decrease its Call Tariff charges including but not limited to, the relevant purchase order number. 9.4.1 Insta shall pay each invoice submitted by the Supplier within the agreed credit terms or, if no terms have been specified, 60 days of the date of receipt of a correctly rendered invoice to a bank account nominated in writing by the Supplier. 9.5 All amounts payable by Insta 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 Insta, Insta shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as set out are chargeable on the Call Tariffs within Voip-Unlimited’s Price Lists supply of Goods and/or Services at the same time as payment is due for the supply of Goods and/or Services. 9.6 Without limiting any other right or remedy of the Supplier, if Insta fails to make any payment properly due and Tariffs and payable to the Reseller Supplier under the Contract the Supplier shall pay such increased have the right to charge interest on the overdue amount at the rate of 2% per cent per annum above the then current Royal Bank of Scotland's base rate accruing on a daily basis until the date of actual payment of the overdue amount, whether before or decreased rate after judgment. This clause shall not apply to payments that Insta disputes in good faith or to payments in respect of which at least two written reminders have not been sent to Insta. 9.7 Insta may, without limiting its other rights or remedies, set off any amount owing to it by the Call Tariff charges.Supplier against any amount payable by Insta to the Supplier under the Contract

CHARGES AND PAYMENT. 10.1 10.1. The price for the Goods shall be the price set out in the Service Order Form. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Reseller Customer when it pays for the Goods. 10.2 10.2. The Charges for the Services shall be as set out on the Service Order Form and the Service Documents. 10.3 10.3. Save in respect of Call Tariffs in respect of which see clauses 10.6 and 10.7 hereof, Voip-Unlimited Pen Telecom reserves the right to increase its charges set out on Voip-UnlimitedPen Telecom’s Price Lists and Tariffs, provided that such charges cannot be increased more than once in any threesix-month period. Voip-Unlimited Pen Telecom will give the Reseller Customer written notice of any such increase at least one two months before the proposed date of the increase. If such increase is not acceptable to the ResellerCustomer, it shall notify Voip-Unlimited Pen Telecom in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller.the 10.4 10.4. If the Reseller Customer does not notify Voip-Unlimited Pen Telecom in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same. 10.5 10.5. For the avoidance of doubt the Reseller Customer acknowledges that it has sole responsibility for all charges relating to the use of the Services including regardless of whether such use is authorised, unauthorised, fraudulent and / or by an End Userotherwise. 10.6 10.6. The Reseller Customer accepts that the Call Tariffs set out in Voip-UnlimitedPen Telecom’s Price Lists and Tariffs are set by Voip- Unlimited by Pen Telecomby reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited)Pen Telecom 10.7. Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any time. 10.7 Due to the circumstances set out at clause 10.6 hereof clause 10.8. Pen Telecom shall endeavour to notify the Reseller agrees that, at any time during the term Customer of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate anychange in the Call Tariff chargescharges within a reasonable time of any change but failure by Pen Telecom 10.9. Pen Telecom shall invoice for any usage charges monthly in arrears and any fixed charges monthly or quarterly or yearly in advance as specified on the Services Order Form. Invoices and detailed information on any applicable usage may be sent by email at 10.10. In respect of the Goods, Pen Telecom shall invoice the Customer on or at any time after the date of the Order. 10.11. Usage charges for a given billing period will be calculated by reference to the appropriate band of Pen Telecom’stariff structure which is available for inspection upon request. 10.12. The Customer shall pay each invoice submitted by Pen Telecom: (a) within twenty-one days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Pen Telecom; and (c) through a direct debit arrangement on or about the 17th dayof the month of invoice, any deviation to this must first be agreed in writing to Pen Telecom and said deviation will be subject to a monthly charge of £5; and (d) time for payment shall be of the essence of the Contract. 10.13. In the event that a legitimate direct debit charge cannotbe collected a £30 administrationfee willbe chargedto the Customer’xxxxxxxx.Xx addition, at Pen Telecom’s discretion and without prejudice to anyother rights it may have under this Contract or otherwise, the supply of the Services may be suspended. If the provision of the Supply of Services is suspended for any breach of this Contract by the Customer and subsequentlyre-instatedattheabsolute discretion of Pen Telecom, a £30 Reinstatement fee will be paid by the Customer. 10.14. 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). 10.15. If the Customer fails to make any payment due to Pen Telecom under the Contract by the due date for payment, then the Customershallpay interest on the overdue amount at the rate of 4% per cent per annum above HSBC Bank plc’s base rate from time to time. Suchinterestshallaccrue 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. 10.16. 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). Pen Telecom may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Pen Telecom to the Customer. 10.17. Usage charges shall be calculated by reference to data recording or logged by Pen Telecom. 10.18. For the avoidance of doubt, the Customer shall be liable for all and any telecommunication charges payable to any third party arising out of the Customer’s use of the Services.

CHARGES AND PAYMENT. 10.1 19.1 The price Charges for the Goods supply of the Services are set out in Payment Mechanisms. These are the only Charges that are payable under this Framework Agreement and each Call Off Agreement and Order. 19.2 At the end of each calendar month the Contractor shall submit to the relevant Local Authority an invoice for the part of the Charges that relates to the correctly performed Services under a Call-Off Agreement in the previous month of the Contract Period. 19.3 Each invoice as referred to in clause 19.2 shall include (but not exclusively): 19.3.1 the date of the invoice; 19.3.2 details of a contact within the Contractor’s organisation to which queries relating to the invoice may be directed; 19.3.3 the identifying Call Off Agreement contract reference; 19.3.4 the period to which the relevant Charge(s) relate; 19.3.5 details of the Services provided to which the invoice relates with sufficient detail to clearly identify how the invoice sum has been generated; 19.3.6 details of any Service Credits as referred to in the Specification which are to be credited against the Charges; 19.3.7 any sum due in respect of Value Added Tax detailed as a separate entry. 19.4 Invoices shall be paid promptly and within 30 days of receipt of such invoice in accordance with the price Regulations. 19.5 In the event of a dispute relating to the sum owing under any presented invoice the relevant Local Authority shall pay such part of the invoice as is not in dispute. 19.6 Where a debt falls due under a Call Off Agreement to which the Late Payments Of Commercial Debts (Interest) Act 1998 applies the relevant rate shall be deemed to be 3% above base rate of the Co-Operative Bank PLC per annum and calculated on a daily basis, which the Parties hereto agree shall be a substantial remedy to deter late payment 19.7 Where Service Credits are due in accordance with the Specification or Payment Mechanism, the Contractor will calculate those on a monthly basis and apply it as a deduction from the following month’s invoice. 19.8 Where any discount is due in accordance with the Contractor’s Response (and or as set out in the Service Order Form. The price of Payment Mechanism) the Goods is exclusive of all costs Contractor will calculate this on a monthly basis and charges of packaging, insurance, transport of apply it as a deduction from the Goods, which shall be paid by the Reseller when it pays for the Goodsfollowing month’s invoice. 10.2 19.9 The Charges for Contractor shall do all required to register with the Services shall be Council/Local Authority’s respective payment system (or replacement as set out on the Service Order Form and the Service Documentsnotified from time to time). 10.3 Save 19.10 The Contractor acknowledges and agrees that in respect of Call Tariffs in respect of additional Local Authorities currently not listed or identified but which see clauses 10.6 and 10.7 hereofjoin the Framework Agreement at a later date, Voip-Unlimited reserves the right to increase its charges set out on Voip-Unlimited’s Price Lists and Tariffs, provided that such charges cannot payments will be increased more than once in any three-month period. Voip-Unlimited will give the Reseller written notice of any such increase at least one months before the proposed date of the increase. If such increase is not acceptable due to the Reseller, it shall notify Voip-Unlimited in writing within one month of the date of Voip-Unlimited's notice and Voip-Unlimited shall have the right without limiting its other rights or remedies to terminate the Contract by giving six months’ written notice to the Reseller. 10.4 If the Reseller does not notify Voip-Unlimited in accordance with clause 10.3 hereof it shall be deemed to have accepted the increase in charges and shall not be entitled to object to the same 10.5 For the avoidance of doubt the Reseller acknowledges that it has sole responsibility for all charges relating to the use of the Services including whether such use is authorised, unauthorised, fraudulent and / or by an End User. 10.6 The Reseller accepts that the Call Tariffs Council as more particularly set out in Voip-Unlimited’s Price Lists and Tariffs are set by Voip- Unlimited by reference to the telecommunication tariffs of third parties which Voip-Unlimited pays to provide the Services to the Reseller (insofar as the applicable Services are being provided to the Reseller by Voip-Unlimited). Those third party tariffs are not controlled by Voip-Unlimited and are subject to increase or decrease at any timePayment Mechanism. 10.7 Due to the circumstances set out at clause 10.6 hereof the Reseller agrees that, at any time during the term of the Contract, Voip-Unlimited may increase or decrease its Call Tariff charges as set out on the Call Tariffs within Voip-Unlimited’s Price Lists and Tariffs and the Reseller shall pay such increased or decreased rate in the Call Tariff charges.