Common use of CHARGES AND PAYMENT Clause in Contracts

CHARGES AND PAYMENT. 9.1 The price for Equipment shall be the price set out in the Order. 9.2 The charges for Services shall be on a time and materials basis: a) the charges shall be calculated in accordance with Service Provider's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and d) Service Provider shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider for the performance of the Services, and for the cost of any materials. 9.3 Service Provider reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipment. 9.4 In respect of Equipment, Service Provider shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 The Customer shall pay each invoice submitted by Service Provider by direct debit in full and in cleared funds to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement 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 this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment. 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds 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. 9.7 The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer.

CHARGES AND PAYMENT. 9.1 The price for Equipment Goods shall be the price set out in the OrderOrder or, if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods. 9.2 The charges for Services shall be on a time and materials basis: (a) the charges shall be calculated in accordance with Service Providerthe Supplier's Standard Daily Fee Ratestandard daily fee rates, as set out in the Order; (b) Service Providerthe Supplier's Standard Daily Fee Rate standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from 9.00 8.00 am to 5.00 pm worked on Business Days; (c) Service Provider the Supplier shall be entitled to charge an overtime rate of 25% 50 per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and (d) Service Provider the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider 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 cost of services provided by third parties and required by Service Provider the Supplier for the performance of the Services, and for the cost of any materials. 9.3 Service Provider The Supplier reserves the right to: (a) increase its Standard Daily Fee Rate standard daily fee rates for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider The Supplier will give the Customer written notice of any such increase 2 (two) 3 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider the Supplier in writing within 4 (four) 8 weeks of the date of Service Providerthe Supplier's notice and Service Provider the Supplier shall have the right without limiting its other rights or remedies to terminate this Agreement the Contract by giving 4 (four) weeks' written notice to the Customer; and (b) increase the price of the EquipmentGoods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment Goods to Service Provider the Supplier that is due to: (i) any factor beyond the control of Service Provider the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment Goods ordered, or the Equipment Goods Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment Goods or failure of the Customer to give Service Provider the Supplier adequate or accurate information or instructions in respect of the EquipmentGoods. 9.4 In respect of EquipmentGoods, Service Provider the Supplier shall issue a proforma invoice to the Customer following receipt of a Purchase Order. Customer orders will only be processed by Assentech when full payment of the proforma invoice has been paid. A 30 day credit term can sometimes be negotiated for repeat customers. The Supplier shall invoice the credit Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) arrears basis as agreed in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrearsthe original Contract. 9.5 The Customer shall pay each invoice submitted by Service Provider by direct debit the Supplier: (a) Proforma invoice customers must pay immediately before their order will be processed. Customers with a 30 day credit term must pay within the given timescale from date of invoice, (b) in full and in cleared funds to a bank account nominated in writing by Service Providerthe Supplier, and time for payment shall be of the essence of this Agreement. the Contract. 9.6 All amounts payable by the Customer under this Agreement 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 this Agreement the Contract by Service Provider the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Providerthe Supplier, pay to Service Provider the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment Goods at the same time as payment is due for the supply of the Services or EquipmentGoods. 9.6 9.7 If the Customer fails to make any payment due to Service Provider the Supplier under this Agreement 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 Lloyds Barclays Bank plcPLC'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. 9.7 9.8 The Customer shall pay all amounts due under this Agreement the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider the Supplier to the Customer.

CHARGES AND PAYMENT. 9.1 18.1 The price for Equipment Goods: (a) shall be the price set out in the OrderOrder or, if no price is quoted, the price set out in the Supplier's published price list as at the date of the order; and (b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer at the rates agreed with the Customer. 9.2 18.2 The charges for Services shall be calculated on a time and materials basis: : (a) the charges shall be calculated in accordance with Service Providerthe Supplier's Standard Daily Fee Rate; daily fee rates from time to time; (b) Service Providerthe Supplier's Standard Daily Fee Rate daily fee rates for each individual person are calculated on the basis of an eight-eight- hour day from 9.00 am to 5.00 pm worked on during Business Days; c) Service Provider Hours and the Supplier shall be entitled to charge an overtime rate of 25% of the standard daily fee rate calculated in accordance with clause 18.3 on a pro-pro rata basis for each part day or for any time worked by individuals whom it engages on the Services outside of these hours; and (c) the hours referred to in clause 9.2(b); and d) Service Provider Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider the Supplier engages in connection with the Services including, but not limited to, including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider the Supplier for the performance of the Services, and for the cost of any materials. 9.3 Service Provider 18.3 If the Customer has agreed for the Supplier's personnel to carry out any Services outside of Business Hours, the Supplier may charge for the time so spent by such personnel at an overtime rate representing the following percentage of the daily fee rate set out at clause 18.2, pro-rated to reflect the hours actually worked: (a) 133% for any time worked on a Business Day outside of Business Hours and/or for a period of time exceeding eight (8) hours; (b) 150% for any time worked on a Saturday; (c) 200% for any time worked on a Sunday and/or on a day which is a public holiday, when banks in London are not open for business. (d) The Supplier may not charge for work done outside of Business Hours in any other circumstances. 18.4 The Supplier reserves the right to: : (a) increase its Standard Daily Fee Rate for the charges for the ServicesServices on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Price Index as published by the Office for National Statistics from time to time (or, provided that failing such charges cannot be increased more than once publication, such other index as the parties agree most closely resembles such index) (Retail Price Index) in any 12 the preceding 12-month period. Service Provider will give period and the Customer written notice of any first such increase 2 (two) months before shall take effect on the proposed date first anniversary of the increase. If such Commencement Date and shall be based on the latest available figure for the percentage increase is not acceptable to in the Customer, it shall notify Service Provider in writing within 4 Retail Prices Index; (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the EquipmentGoods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment Goods to Service Provider the Supplier that is due to: : (i) any factor beyond the control of Service Provider the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); ; (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment Goods ordered, or the Equipment relevant Goods Specification; or or (iii) any delay caused by any instructions of the Customer in respect of the Equipment Goods or failure of the Customer to give Service Provider the Supplier adequate or accurate information or instructions in respect of the EquipmentGoods. 9.4 In 18.5 Unless otherwise agreed in writing (whether in relation to a specific invoice, or for all invoices from the Supplier) or as set out on the Framework Agreement Term Sheet, in respect of Equipmentof: (a) Standard Goods, Service Provider the Supplier shall invoice the Customer on or at any time after completion from the end of delivery. In respect of the month in which the order was placed, such invoice to be payable within 30 days; (b) Services, Service Provider the Supplier shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 The arrears and the Customer shall pay each such invoice submitted by Service Provider by direct debit in full and in cleared funds to a bank account nominated in writing by Service Provider, and time for payment shall be within 30 days from the end of the essence of this Agreement. All amounts payable month in which the relevant invoice was issued by the Customer under this Agreement 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 this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment. 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds 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. 9.7 The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer.Supplier; and

CHARGES AND PAYMENT. 9.1 The price for Equipment 8.1 In consideration of the provision of the Works by the Supplier, the Customer shall be pay the price set out in the OrderSoW Charges. 9.2 The charges for Services shall be 8.2 Where the SoW Charges are calculated on a time and materials basisbasis it is agreed that: a) 8.2.1 the charges shall be calculated in accordance with Service ProviderSupplier's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate for each individual person daily fee rates are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm day, worked on during Business DaysHours; c) Service Provider 8.2.2 the Supplier shall not be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time days worked by individuals the Supplier's team during Business Hours, unless it has the Customer's prior written consent to do so; 8.2.3 the Supplier shall ensure that every individual whom it engages on the Services outside Works completes time sheets to record time spent on the hours referred to Works, and the Supplier shall indicate the time spent per individual in clause 9.2(b); andits invoices. d) Service Provider 8.3 Where the SoW Charges are calculated on a fixed price basis, the amount of those charges shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider engages as set out in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost a Statement of services provided by third parties and required by Service Provider for the performance of the Services, and for the cost of any materialsWork. 9.3 Service Provider reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipment. 9.4 In respect of Equipment, Service Provider 8.4 The Supplier shall invoice the Customer on or for the SoW Charges at any time after completion the intervals specified in the Statement of deliveryWork. In respect of ServicesIf no intervals are specified, Service Provider the Supplier shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrearsat the end of each month for Works performed during that month. 9.5 8.5 The Customer shall pay each invoice submitted to it by Service Provider by direct debit in full and in cleared funds the Supplier within [30] days of receipt to a bank account nominated in writing by Service Providerthe Supplier. 8.6 The Customer may, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where at any taxable supply for VAT purposes is made under this Agreement by Service Provider time, without notice to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment. 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds 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. 9.7 The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider may, without limiting its other rights or remediesSupplier, set off any amount owing liability of the Supplier to it by the Customer against any amount payable by Service Provider liability of the Customer to the CustomerSupplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

CHARGES AND PAYMENT. 9.1 The price for Equipment Goods: (a) shall be the price set out in the Order; and (b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer. 9.2 The charges for Services shall be calculated on a time and materials basis: (a) the charges shall be calculated in accordance with Service Providerthe Supplier's Standard Daily Fee Ratedaily fee rates, as set out in the Supplier’s order acknowledgment; (b) Service Providerthe Supplier's Standard Daily Fee Rate daily fee rates for each individual person are calculated on the basis of an eight-eight- hour day from 9.00 am to 5.00 pm worked on Business Daysusual working days of the Supplier; (c) Service Provider unless agreed otherwise by the Supplier in writing, the Supplier shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the its usual working hours referred to in clause 9.2(b); and (d) Service Provider the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider the Supplier engages in connection with the Services including, but not limited to, including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider the Supplier for the performance of the Services, and for the cost of any materials. 9.3 Service Provider The Supplier reserves the right to: (a) increase its Standard Daily Fee Rate for the charges for the Services, Services on an annual basis provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Supplier gives the Customer not less than 2 months’ prior written notice of any such increase 2 increase; (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the EquipmentGoods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment Goods to Service Provider the Supplier that is due to: (i) any factor beyond the control of Service Provider the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing and supply costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment Goods ordered, or the Equipment Goods Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment Goods or failure of the Customer to give Service Provider the Supplier adequate or accurate information or instructions in respect of the EquipmentGoods and/or Services. 9.4 In respect of EquipmentGoods, Service Provider the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider the Supplier shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet on completion of the Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 The Customer shall pay each invoice submitted by Service Provider the Supplier: (a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by direct debit the Supplier and confirmed in writing to the Customer; and (b) in full and in cleared funds to a bank account nominated in writing by Service Providerthe Supplier, and (c) in pounds sterling and time for payment shall be of the essence of this Agreement. the Contract. 9.6 If at any time the creditworthiness of the Customer is called into question, the credit standing of the Customer has in the Supplier’s sole opinion been impaired for any reason, the Customer is in arrears in respect of any payments due to the Supplier or the Supplier otherwise deems in its sole opinion that payment in advance is appropriate, the Supplier reserves the right to request that money is paid on account by the Customer prior to the supply of Goods and/or Services. 9.7 All amounts payable by the Customer under this Agreement the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT)) or any other applicable sales tax. Where any taxable supply for VAT or sales tax purposes is made under this Agreement the Contract by Service Provider the Supplier to the Customer, the Customer shall, on receipt of a valid VAT or other sales tax invoice from Service Providerthe Supplier, pay to Service Provider the Supplier such additional amounts in respect of VAT or any other applicable sales tax as are chargeable on the supply of the Services or Equipment Goods at the same time as payment is due for the supply of the Services or EquipmentGoods. 9.6 If 9.8 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any a payment due to Service Provider the Supplier under this Agreement the Contract by the due date for paymentdate, then the Supplier shall have the right to charge the Customer shall pay interest on the overdue amount sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.8 will accrue each day at the rate of 4% per annum a year above Lloyds the Bank plcof England's base rate from time to time. Such interest shall accrue on , but at 4% 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 amountyear for any period when that base rate is below 0%. 9.7 9.9 The Customer shall pay all amounts due under this Agreement the Contract in full without any set-off, counterclaim, deduction or withholding except (other than any deduction or withholding of tax as required by law. Service Provider ), provided that of the Customer is required under any applicable law to withhold or deduct an amount from payments due to the Supplier, it shall increase the sum it pays to the Supplier such that the Supplier receives a sum equal to the sum it would have received if no such withholdings or deductions have been made. 9.10 The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider the Supplier to the Customer.

CHARGES AND PAYMENT. 9.1 The 6.1 In consideration of the provision of the Works by the Supplier, the Customer shall pay the Proposal Charges. 6.2 Where the Proposal Charges are calculated on a fixed price for Equipment basis, the amount of those charges shall be the price as set out in a Proposal (subject to any adjustments allowed for under the Orderrelevant Proposal). 9.2 6.3 The charges for Services Proposal Charges exclude the following, which shall be on a time and materials basispayable by the Customer monthly in arrears, following submission of an appropriate invoice: a) 6.3.1 the charges shall be calculated in accordance with Service Provider's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate for each individual person are calculated on the basis cost of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for hotel, subsistence, travelling and any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and d) Service Provider shall be entitled to charge the Customer for any other ancillary expenses reasonably incurred by the individuals whom Service Provider 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 cost of services provided by third parties and required by Service Provider for the performance of the Services, and for the cost of any materials. 9.3 Service Provider reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the CustomerWorks; and b) increase 6.3.2 the price cost to the Supplier of any materials or services procured by the Supplier from third parties for the provision of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase Works as such items and their cost are set out in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the EquipmentProposal. 9.4 In respect of Equipment, Service Provider 6.4 The Supplier shall invoice the Customer for the Proposal Charges in annual intervals on or at any time after completion the anniversary of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrearsCertification start date. 9.5 6.5 The Customer shall pay each invoice submitted to it by Service Provider by direct debit in full and in cleared funds the Supplier within 30 days from the date of the invoice to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement are exclusive of amounts in respect of value added tax chargeable Supplier from time to time (VAT). Where any taxable supply for VAT purposes is made under this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipmenttime. 9.6 If 6.6 Without prejudice to any other right or remedy that it may have, if the Customer fails to make pay the Supplier any payment sum due to Service Provider under this Agreement by agreement on the due date for payment, then date: 6.6.1 the Customer shall pay interest on the overdue amount sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at the rate of 4% per annum a year above Lloyds the Bank plcof England's base rate from time to time. Such interest shall accrue on , but at 4% a daily basis from year for any period when that base rate is below 0%; and 6.6.2 the due date until actual payment Supplier may suspend part or all of the overdue amountWorks until payment has been made in full. 6.7 All sums payable to the Supplier under this agreement: 6.7.1 are exclusive of VAT, whether before or after judgment. The and the Customer shall in addition pay the interest together with the overdue amount.an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; 9.7 The Customer 6.7.2 are, subject non-cancellable and non-refundable; and 6.7.3 shall pay all amounts due under this Agreement be paid in full without any set-off, counterclaim, deduction or withholding except (other than any deduction or withholding of tax as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer).

CHARGES AND PAYMENT. 9.1 7.1 The price Customer shall pay Nviron the Charges for Equipment shall be the price Services in accordance with this clause 7. 7.2 In addition to payment of the Charges set out in Schedule 7 of your Project Services Agreement, the Order. 9.2 The charges Customer shall reimburse Nviron for Services shall be on a time and materials basis: a) any expenses incurred by Nviron in connection with the charges shall be calculated in accordance with Service Provider's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider shall be entitled to charge an overtime rate of 25% provision of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours Services, including all costs referred to in clause 9.2(b); and d) Service Provider shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider for the performance 13.5 of the Services, and for the cost of any materialsStandard Conditions. 9.3 Service Provider reserves 7.3 Any estimates given by Nviron with regard to the right to: a) increase its Standard Daily Fee Rate for the total anticipated charges for the Services, Services are provided that such charges cannot be increased more than once in good faith based on the Assumptions and any 12 month periodrelevant information available to Nviron at the time. Service Provider will give Should the Customer written notice require any greater degree of comfort with regard to any estimates, then it may request Nviron to provide services for the purposes of giving an indication of the scope of a project or potential future services (and any such increase 2 services shall be subject to a separate written agreement which is signed by both parties). In no circumstances will any estimates given by Nviron be binding on Nviron (two) months before including, for the proposed date avoidance of doubt, where the Services include assessing the scope of a project or potential future services and estimates are subsequently given). Accordingly, notwithstanding any estimates given by Nviron, the Customer shall remain liable to pay of the increase. Services for the actual time incurred, at the rates referred to in Schedule 7 of your Project Services Agreement. 7.4 Where the Services comprise or include the use of Directed Days but the scope of the Services exceed the available amount of Directed Days, the Customer shall be required to pay for the difference at the applicable rate for Directed Days in force at the relevant time (which will be confirmed by Nviron on request). 7.5 If such increase is not acceptable and to the Customer, it shall notify Service Provider extent that Nviron is delayed in writing within 4 (four) weeks performing any aspect of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider that Services where such delay is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by or contributed to by any instructions act or omission of the Customer in respect (including, for the avoidance of the Equipment or doubt, any failure of the Customer to give Service Provider adequate comply with any of its obligations under clause 5) or accurate information by Nviron acting on the Customer’s instructions, the Customer shall (without prejudice to any other right or instructions in respect remedy of Nviron) be liable for any reasonable costs incurred by Nviron as a result of such delay. For the Equipmentavoidance of doubt, such costs will include charges for Nviron’s personnel at the applicable day rate for such personnel where they cannot be deployed on other projects because of such delay. 9.4 In respect of Equipment, Service Provider shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 7.6 The Customer shall pay each invoice submitted by Service Provider by direct debit in full and in cleared funds Nviron within the Payment Period. Payment shall be made to a such bank account nominated in writing by Service Provider, as is specified on the invoice. 7.7 The Charges (and time for payment shall any other amounts stated to be of the essence of this Agreement. All amounts payable by the Customer under this Agreement pursuant to the Project Services Agreement) are stated exclusive of amounts in respect of any applicable value added tax chargeable and any other applicable taxes and duties or similar charges, which shall be payable by the Customer in addition when it is due to pay for the Charges, at the prevailing rate from time to time (VAT). Where any taxable supply for VAT purposes is made under this Agreement in force. 7.8 All Charges shall be paid by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment. 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds 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. 9.7 The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except other than as required by law. Service Provider mayThe Customer shall not be entitled to assert any rights of, without limiting its other rights set-off or remedies, set off counterclaim against Nviron in an attempt to justify withholding payment of any amount owing to it by the Customer against any amount payable by Service Provider to the CustomerCharges in whole or in part.

CHARGES AND PAYMENT. 9.1 The price for Equipment 7.1 In consideration of the provision of the Services by the Supplier, the Customer shall be pay the price charges as set out in the Order. 9.2 The charges for Services Schedule 3, which shall specify whether they shall be on a time and materials basis, a fixed price basis or a combination of both. clause 7.2 shall apply if the Supplier provides Services on a time and materials basis and clause 7.3 shall apply if the Supplier provides Services for a fixed price. The remainder of this clause 7 shall apply in either case. 7.2 Where Services are provided on a time and materials basis: (a) the charges payable for the Services shall be calculated in accordance with Service Providerthe Supplier's Standard Daily Fee Ratestandard daily fee rates, as amended from time to time by the Supplier giving not less than one months' written notice to the Customer OR in accordance with clause 7.5; (b) Service Providerthe Supplier's Standard Daily Fee Rate standard daily fee rates for each individual person are calculated on the basis of an eight-seven and a half hour day from day, worked between 9.00 am to 5.00 and 5.30 pm worked on Business Daysweekdays (excluding public holidays); (c) Service Provider the Supplier shall be entitled to charge an overtime rate of 25% [PERCENTAGE]% of the standard normal daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b7.2b; (d) all charges quoted to the Customer shall be exclusive of VAT, which the Supplier shall add to its invoices at the appropriate rate; (e) the Supplier shall ensure that every individual whom it engages on the Services completes 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 referred to in clause 7.2(f); and d(f) Service Provider shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider for the performance of the Services, and for the cost of any materials. 9.3 Service Provider reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipment. 9.4 In respect of Equipment, Service Provider Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; barrears for its charges for time, expenses and materials (together with VAT where appropriate) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 The Customer shall pay each invoice submitted by Service Provider by direct debit in full and in cleared funds to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement 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 this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipmentmonth concerned, calculated as provided in this clause 7.2 and clause 7. 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds 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. 9.7 The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer.

CHARGES AND PAYMENT. 9.1 The price for Equipment 11.1. In consideration of the provision of the Services and/or the Products by Alloyed, the Customer shall be pay the price SoW Charges as set out in the OrderStatement of Work and/or the Product Price to as set out in the Order to Alloyed. 9.2 The charges for Services 11.2. Alloyed shall be on a time and materials basis: a) the charges shall be calculated in accordance with Service Provider's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and d) Service Provider shall be entitled to charge invoice the Customer for the SoW Charges (including if applicable the delivery fees) at the intervals specified, or on the achievement of the Milestones indicated, in the Statement of Work. If no intervals are so specified, Alloyed shall invoice the Customer at the end of each month for Services performed during that month. 11.3. The Customer shall pay each invoice submitted to it by Alloyed within 30 days of the date of the invoice to a bank account nominated in writing by Alloyed from time to time. 11.4. The Customer will be liable to Alloyed for any reasonable additional costs and expenses reasonably which Alloyed incurs in relation to the provision of the Services as a result of the Customer’s instructions or lack of instructions, the inaccuracy of any information documents or other material supplied by the Customer or any other cause attributable to the Customer. 11.5. The Customer shall reimburse all reasonable expenses incurred by the individuals whom Service Provider Alloyed engages in connection with the provision of the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and for the cost of any materials, as required by Service Provider for the performance of the Services 11.6. Without prejudice to any other right or remedy that it may have, and for the cost of any materials. 9.3 Service Provider reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipment. 9.4 In respect of Equipment, Service Provider shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 The Customer shall pay each invoice submitted by Service Provider by direct debit in full and in cleared funds to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement 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 this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment. 9.6 If if the Customer fails to make pay Alloyed any payment sum due to Service Provider under this Agreement by on the due date for payment, then the Customer shall pay interest on the overdue amount sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at the rate of 4% per annum a year above Lloyds the Bank plcof England's base rate from time to time. 11.7. Such interest shall accrue on a daily basis from All sums payable to Alloyed under this Agreement: 11.7.1. are exclusive of VAT, and the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall in addition pay the interest together with the overdue amount.an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and 9.7 The Customer 11.7.2. shall pay all amounts due under this Agreement be paid in full without any set-off, counterclaim, deduction or withholding except (other than any deduction or withholding of tax as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer).

CHARGES AND PAYMENT. 9.1 The price for Equipment Customer shall pay the Subscription Fees to the Supplier in accordance with this clause 9 and Schedule 1. The Subscription Fees are in advance of each consecutive Charging Period and shall be the price set out invoiced in the Orderaccordance with this clause 9. 9.2 The charges for Services Customer shall be on a time the Effective Date provide to the Supplier valid, up-to-date and materials basiscomplete contact and billing details and 9.2.1 the Supplier shall invoice the Customer: a) 9.2.1.1 on the charges shall be Effective Date for the Subscription Fees payable in respect of the Initial Subscription Package for the first Charging Period; and 9.2.1.2 thereafter at any time for any increased Subscription Fees and Overage Fees as a result of the operation of clause 2.2 or 3; and 9.2.1.3 thereafter on the first day of each subsequent Charging Period, such subsequent invoices taking into account the then current applicable Subscription Fees and any accumulated Service Credits for the previous Charging Period calculated in accordance with Schedule 2 so that if there are validly claimed Service Provider's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate for each individual person are calculated on the basis of an eight-hour day from 9.00 am Credits these will result in a deduction to 5.00 pm worked on Business Days; c) Service Provider shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and d) Service Provider shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider for the performance of the Services, and for the cost of any materialsSubscription Fees. 9.3 Service Provider reserves If for any reason the right toSupplier has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of the Supplier: a) increase its Standard Daily Fee Rate for 9.3.1 the charges for the ServicesSupplier may, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable without liability to the Customer, it shall notify Service Provider in writing within 4 (four) weeks disable the Customer’s password, account and access to all or part of the date Services and the Supplier shall be under no obligation to provide any or all of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (fourServices while the invoice(s) weeks' written notice to the Customerconcerned remain unpaid; and b) increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipment. 9.4 In respect of Equipment, Service Provider shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 The Customer shall pay each invoice submitted by Service Provider by direct debit in full and in cleared funds to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement 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 this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment. 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank plc's base rate from time to time. Such 9.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate of 8% per annum from time to time, commencing on the due date and continuing until actual payment of the overdue amountfully paid, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 9.7 The Customer 9.4 All amounts and fees stated or referred to in this Agreement: 9.4.1 shall pay all amounts due under this Agreement be payable in full without any setUSD; 9.4.2 are, subject to clause 13.4.2, non-offrefundable; 9.4.3 are exclusive of value added tax/ sales tax, counterclaimwhich shall be added to the Supplier's invoice(s) at the appropriate rate. 9.5 At the end of the Initial Term and at the end of each subsequent Contract Year, deduction the Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional Subscription Tiers purchased pursuant to clause 2.2 or withholding except as required 3 and the Overage Fees by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing notice in writing to it by the Customer against any amount payable by Service Provider and the Order Form shall be deemed to the Customerhave been amended accordingly.

CHARGES AND PAYMENT. 9.1 The price for Equipment 7.1 In consideration of the provision of the Services by the Supplier, the Customer shall be pay the price charges as set out in the Order. 9.2 The charges for Services Schedule 1, which shall specify whether they shall be on a time and materials basis, a fixed price basis or a combination of both. Clause 7.2 shall apply if the Supplier provides Services on a time and materials basis and clause 7.3 shall apply if the Supplier provides Services for a fixed price. The remainder of this clause 7 shall apply in either case. 7.2 Where Services are provided on a time and materials basis: (a) subject to clause 7.5 the charges payable for the Services shall be calculated in accordance with Service Providerthe Supplier's Standard Daily Fee Ratestandard daily fee rates, as amended from time to time by the Supplier giving not less than three months' written notice to the Customer; (b) Service Providerthe Supplier's Standard Daily Fee Rate standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from 9.00 day, worked between 8.30 am to 5.00 and 5.30 pm worked on Business Daysweekdays (excluding public holidays); (c) Service Provider all charges quoted to the Customer shall be entitled exclusive of VAT, which the Supplier shall add to charge an overtime rate of 25% of its invoices at the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals appropriate rate; (d) the Supplier shall ensure that every individual whom it engages on the Services outside during the hours period of implementation completes time sheets recording time spent on the Services, and the Supplier shall provide the Customer with a summary of the timesheets information broken down to date, employee name, task undertaken and time spent together with expenses which it will append to each monthly invoice referred to in clause 9.2(b); 7.2(e) and d(e) Service Provider except as otherwise specified, the Supplier shall invoice the Customer twice-monthly in arrears for its charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this clause 7.2 and clause 7.4. 7.3 Except as otherwise specified, where Services are provided for a fixed price, the total price for the Services shall be entitled the amount set out in Part 1 of 2 of Schedule 2 or the Project Plan as amended from time to charge time in accordance with clause 7.5. The Customer shall pay the total price to the Supplier (without deduction or set-off) in instalments, as set out in Part 2 of Schedule 1. The Supplier shall invoice the Customer for the charges that are then payable, together with expenses, the costs of materials and VAT, where appropriate, calculated as provided in clause 7.4. 7.4 Any fixed price and daily rate contained in Part 1 of Schedule 2 or the Project Plan excludes: (a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Service Provider the Supplier engages in connection with the Services includingand not exceeding the maximum payable within Customer policy on expenses and associated payments, but not limited to, travelling expenses, hotel costs, subsistence the cost of any materials and any associated expenses, and for the cost of services reasonably and properly provided by third parties and required by Service Provider the Supplier for the performance supply of the Services. Such expenses, materials and for third party services shall be invoiced by the cost of any materialsSupplier; and (b) VAT, which the Supplier shall add to its invoices at the appropriate rate. 9.3 Service Provider reserves 7.5 The parties agree that the right to: a) Supplier may review and increase its Standard Daily Fee Rate for standard daily fee rates and charges set out in Schedule 2 once per annum, subject to such increase being in line with the charges for increase in the ServicesConsumer Prices Index in the preceding 12 months, provided that such charges cannot be increased more than once in any 12 month periodunless a higher increase is otherwise agreed. Service Provider will The Supplier shall give the Customer written notice of any such increase 2 [3 (two) three)] months before the proposed date of the that increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipment. 9.4 In respect of Equipment, Service Provider shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 7.6 The Customer shall pay each invoice submitted to it by Service Provider by direct debit the Supplier, in full and in cleared funds funds, within 14 days of receipt to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement 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 this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or EquipmentSupplier. 9.6 If 7.7 Without prejudice to any other right or remedy that it may have, if the Customer fails to make any payment due to Service Provider under this Agreement by pay the Supplier on the due date for payment, then date: (a) the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank plcHSBC'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. 9.7 The Customer 7.8 All sums payable to the Supplier under this agreement shall pay all become due immediately on its termination, despite any other provision. This clause 7.8 is without prejudice to any right to claim for interest under the law, or any such right under this agreement. 7.9 All amounts due under this Agreement agreement shall be paid in full without any set-off, counterclaim, deduction or withholding except (other than any deduction or withholding of tax as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer).

CHARGES AND PAYMENT. 9.1 The price for Equipment Goods: (a) shall be the price set out in the OrderOrder or, if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery; and (b) shall (unless otherwise agreed with the Customer prior to delivery) be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer. 9.2 The charges for Services shall be calculated on a time and materials basis: (a) the charges shall be calculated in accordance with Service Providerthe Supplier's Standard Daily Fee Ratedaily fee rates, as set out in the Order; (b) Service Providerthe Supplier's Standard Daily Fee Rate daily fee rates for each individual person are calculated on the basis of an eight-hour day from 9.00 8.00 am to 5.00 pm worked on Business Days; (c) Service Provider the Supplier shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and (d) Service Provider the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider the Supplier engages in connection with the Services including, but not limited to, including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider the Supplier for the performance of the Services, and for the cost of any materials. 9.3 Service Provider The Supplier reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the EquipmentGoods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment Goods to Service Provider the Supplier that is due to: (ia) any factor beyond the control of Service Provider the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (iib) any request by the Customer to change the delivery date(s), quantities or types of Equipment Goods ordered, or the Equipment Goods Specification; or (iiic) any delay caused by any instructions of the Customer in respect of the Equipment Goods or failure of the Customer to give Service Provider the Supplier adequate or accurate information or instructions in respect of the EquipmentGoods. 9.4 In respect of EquipmentGoods, Service Provider the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider the Supplier shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet on completion of the Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 The Customer shall pay each invoice submitted by Service Provider the Supplier: (a) in respect of Goods, immediately upon presentation of invoice; (b) in respect of Services, within 30 days of the date of the invoice or in accordance with any credit terms agreed by direct debit the Supplier and confirmed in writing to the Customer; and (c) in full and in cleared funds (GBP sterling) to a bank account nominated in writing by Service Providerthe Supplier, and time for payment shall be of the essence of this Agreement. the Contract. 9.6 All amounts payable by the Customer under this Agreement 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 this Agreement the Contract by Service Provider the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Providerthe Supplier, pay to Service Provider the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment Goods at the same time as payment is due for the supply of the Services or EquipmentGoods. 9.6 9.7 If the Customer fails to make any a payment due to Service Provider the Supplier under this Agreement the Contract by the due date for paymentdate, then then, without limiting the Supplier's remedies under clause 13 (Termination), the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank plc's base rate from time to time. Such interest shall accrue on a daily basis sum from the due date until actual payment of the overdue amountsum, whether before or after judgment. The Customer shall pay the interest together with the overdue amountInterest under this clause 9.7 will accrue each day at 5% a year above HSBC Bank plc’s base rate from time to time, but at 5% a year for any period when that base rate is below 0%. 9.7 The Customer shall pay all 9.8 All amounts due under this Agreement the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding except (other than any deduction or withholding of tax as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer).

CHARGES AND PAYMENT. 9.1 8.1 The price for Equipment Goods: 8.1.1 shall be the price set out in the Order; and 8.1.2 shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which is charged at £300 plus VAT, unless otherwise stated in the Order. 9.2 8.2 The charges for Services shall be calculated on a fixed price basis where provided in the Order. Where any Services are provided which are not on a fixed price basis or are not included in the Specification, then such Services will be provided on a time and materials basisbasis as set out below unless otherwise agreed: a) 8.2.1 the charges shall be calculated in accordance with Service Providerthe Supplier's Standard Daily Fee Ratehourly fee rates of £35 plus VAT; b) Service Provider's Standard Daily Fee Rate for each individual person are calculated on 8.2.2 the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and d) Service Provider Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider the Supplier engages in connection with the Services including, but not limited to, including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider the Supplier for the performance of the Services, and for the cost of any materials. 9.3 Service Provider 8.3 The Supplier reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) 8.3.1 increase the price of the EquipmentGoods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment Goods to Service Provider the Supplier that is due to: (ia) any factor beyond the control of Service Provider the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (iib) any request by the Customer to change the delivery date(s), quantities or types of Equipment Goods ordered, or the Equipment Specification; or (iiic) any delay caused by any instructions of the Customer in respect of the Equipment Goods or failure of the Customer to give Service Provider the Supplier adequate or accurate information or instructions in respect of the EquipmentGoods. 9.4 8.3.2 revoke any discounts or special rates agreed with the Customer in the event of late or non-payment of the Supplier’s invoice(s) that have been submitted in accordance with clause 8.4.2; 8.4 In respect of Equipment, Service Provider shall invoice the Customer on or at any time after completion of delivery. In respect of Goods and Services, Service Provider the Supplier shall invoice the Customer as follows: 8.4.1 100% of the total costs in respect of the CAD at the time of contracting with the Supplier to produce the CAD; 8.4.2 Where the Customer engages the Supplier to carry out the production and Installation Works: (a) 25% of the total costs in relation respect of the production of the Goods and the Installation Works (“Deposit”) at the time of contracting with the Supplier to telephone line rental: monthly in advancecarry out the production and Installation Works; (b) 65% of the total costs in relation respect of the production of the Goods and the Installation Works 10 Business Days before the Supplier is due to Internet Services: monthly in advancecommence the production of the Goods; and (c) 10% of the total costs in relation to phone call charges: monthly in arrearsrespect of production of the Goods and the Installation Works on completion of the Installation Works. 9.5 8.5 The Customer shall pay each invoice invoices submitted by Service Provider by direct debit the Supplier in full and in cleared funds to a bank account nominated in writing by Service Providerthe Supplier as follows: 8.5.1 invoices submitted in accordance with clause 8.4.1, clause 8.4.2(a) and time for payment shall be clause 8.4.2(b) within 7 days of the essence of this Agreement. All amounts payable by the Customer under this Agreement 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 this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply date of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment.invoice; and 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds 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 8.5.2 invoices submitted in accordance with the overdue amount. 9.7 The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer.clause 8.4.2

CHARGES AND PAYMENT. 9.1 10.1 The price for Equipment Goods shall be the price set out in the OrderOrder Confirmation or, if no price is quoted, the price set out in Zund's published price at the date of delivery. 9.2 10.2 The charges for Services shall be calculated on a time and materials basis: a) 10.2.1 the charges shall be calculated in accordance with Service ProviderZund's Standard Daily Fee Ratedaily fee rates, as set out in its current price list at the date of the Contract and as available upon request; b) Service Provider10.2.2 Zund's Standard Daily Fee Rate daily fee rates for each individual person are calculated on the basis of an eight-eight- hour day from 9.00 8:00 am to 5.00 5:00 pm worked on Business Days;Days;‌ c) Service Provider 10.2.3 Zund shall be entitled to charge an overtime rate of 25up to 200% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b)9.2.2; and d) Service Provider 10.2.4 Zund shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider Xxxx engages in connection with the Services including, but not limited to, including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider Zund for the performance of the Services, and for the cost of any materials. All bank charges incurred by Xxxx shall be reimbursed by the Customer. 9.3 Service Provider 10.3 Zund reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) 10.3.1 increase the price of the EquipmentGoods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment Goods to Service Provider Zund that is due to: (ia) any factor beyond the control of Service Provider Zund (including foreign exchange fluctuations, increases in taxes and duties, and increases in labourlabor, materials and other manufacturing costs); (iib) any request by the Customer to change the delivery date(s), quantities or types of Equipment Goods ordered, or the Equipment Goods Specification; or (iiic) any delay caused by any instructions of the Customer in respect of the Equipment Goods or failure of the Customer to give Service Provider Zund adequate or accurate information or instructions in respect of the EquipmentGoods. 9.4 10.4 In respect of EquipmentGoods, Service Provider shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider Zund shall invoice the Customer as follows: 10.4.1 For contracts in excess of £25,000; a) in relation to telephone line rental: monthly in advance; 50% of the price on delivery of the Order Confirmation with provided invoice; b) in relation to Internet Services: monthly in advance40% of the price at the release of equipment from manufacturing facility with provided invoice; and c) the remaining 10% following completion of installation of the Goods, as stipulated within the Order Confirmation. Failure to submit payments as scheduled may result in relation to phone call charges: monthly in arrearsdelay of installation and/or loss of service/warranty. 10.5 In respect of Services, Zund shall invoice the Customer on completion of the Services. 10.6 Subject to the set payment terms under clause 9.5 The or otherwise agreed, the Customer shall pay each invoice submitted by Service Provider Zund: 10.6.1 If the Customer has a credit account with Xxxx, within 30 days of the date of the invoice or in accordance with any other credit terms agreed by direct debit Xxxx and confirmed in writing to the Customer; or 10.6.2 If the Customer does not have a credit account with Xxxx, immediately on presentation of an invoice. 10.6.3 All funds must be payable in full and in cleared funds to a bank account nominated in writing by Service ProviderXxxx, and time for payment shall be of the essence of the Contract. 10.7 The payment terms as set out in clause 9.7 above shall not be applicable to certain servicing contracts. Under such contracts, the Customer shall be invoiced prior to any works being undertaken by Xxxx. Zund shall confirm to the Customer prior to acceptance of an Order if this Agreement. clause 9.8 shall apply to their contract. 10.8 All amounts payable by the Customer under this Agreement the Contract are exclusive of amounts in respect of sales tax or value added tax (as the case may be) chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipmenttime. 9.6 10.9 If the Customer fails to make any a payment due to Service Provider Zund under this Agreement the Contract by the due date for paymentdate, then then, without limiting Zund's remedies under clause 13 (Termination), the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank plc's base rate from time to time. Such interest shall accrue on a daily basis sum from the due date until actual payment of the overdue amountsum, whether before or after judgment. The Interest under this clause 9.9 will accrue at the rate that is the less of (i) twelve percent (12%) per annum; or (ii) the maximum allowable interest under Wisconsin law. Customer shall pay the interest together with the overdue amount. 9.7 The Customer shall agrees to pay all costs of collection which Zund occurs relating to overdue amounts, including reasonable attorneys’ fees and costs.‌ 10.10 All amounts due under this Agreement the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding except (other than any deduction or withholding of tax as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer).

CHARGES AND PAYMENT. 9.1 The price for Equipment 8.1 In consideration of the provision of the Services by the Supplier, the Customer shall be pay the price set out Charges on the Payment Terms (or if none are specified in the Order, within 30 days of invoice date). The Charges are not refundable. 9.2 The charges for Services shall be 8.2 Where the Charges are calculated on a time and materials basis: (a) the charges shall be calculated in accordance with Service ProviderSupplier's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate daily fee rates for each individual person are calculated on the basis of an eight-hour day, worked during Service Hours and any part day from 9.00 am to 5.00 pm worked on Business Daysshall be charged as a full day; c(b) Service Provider the Supplier shall be entitled to charge an overtime rate of 25150% of the standard daily fee rate on a pro-pro rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b)Service Hours; and d(c) Service Provider the Supplier shall upon request provide details of time spent by each individual whom it engages on the Services and the Supplier shall indicate the time spent in its invoices. 8.3 The Charges exclude the following, which shall be entitled to charge payable by the Customer for monthly in arrears, following submission of an appropriate invoice: (a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Service Provider the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and Services; and (b) the cost to the Supplier of any associated expenses, and materials or services procured by the Supplier from third parties for the cost of services provided by third parties and required by Service Provider for the performance provision of the Services, Services as such items and for their cost are set out in the cost of any materialsOrder Form or approved by the Customer in advance from time to time. 9.3 Service Provider reserves 8.4 The Supplier may increase any Charges at any time on 30 days’ notice to the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, Customer provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies be entitled to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the Equipment, by giving notice to the Customer Supplier at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipment30 day period. 9.4 In respect of Equipment, Service Provider 8.5 The Supplier shall invoice the Customer on or for the Charges at any time after completion of deliverythe intervals specified in the Order Form. In respect of ServicesIf no intervals are so specified, Service Provider the Supplier shall invoice the Customer as followsat the start of each month: (a) for Services to be performed during that month and any deposits due in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advancerespect of that month; and c(b) for all other supplies, for supplies made in relation to phone call charges: monthly in arrearsthe previous month. 9.5 8.6 The Customer shall pay each invoice submitted to it by Service Provider by direct debit in full the Supplier for Services immediately upon receipt and in cleared funds all other invoices within 30 days of date of invoice to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement are exclusive of amounts in respect of value added tax chargeable Supplier from time to time (VAT). Where any taxable supply for VAT purposes is made under this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipmenttime. 9.6 If 8.7 Without prejudice to any other right or remedy that it may have, if the Customer fails to make pay the Supplier any payment sum due to Service Provider under this Agreement by on the due date for payment, then date: (a) the Customer shall pay interest on the overdue amount sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 8% a year above the rate Bank of 4% per annum above Lloyds Bank plcEngland's base rate from time to time. Such interest shall accrue on , but at 8% a daily basis from year for any period when that base rate is below 0%; and (b) without prejudice to its right to recover the due date until actual payment Charges in full, the Supplier may suspend part or all of the overdue amountServices until payment has been made in full. 8.8 All sums payable to the Supplier under this Agreement: (a) are exclusive of VAT, whether before or after judgment. The and the Customer shall in addition pay the interest together with the overdue amount.an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and 9.7 The Customer (b) shall pay all amounts due under this Agreement be paid in full without any set-off, counterclaim, deduction or withholding except (other than any deduction or withholding of tax as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer).

CHARGES AND PAYMENT. 9.1 The price for Equipment 5.1 In consideration of the provision of the Services by the Supplier, the Customer shall be pay the price charges as set out in the OrderSpecification, without any deduction or set off whatsoever. The Specification shall specify whether Services are provided on a time and materials basis, a fixed price basis or a combination of both. 9.2 The charges for 5.2 Where Services shall be are provided on a time and materials basis: (a) the charges payable for the Services shall be calculated in accordance with Service Providerthe Supplier's Standard Daily Fee Ratestandard daily fee rates, as set out in the Specification and as amended by notice in writing by the Supplier from time to time; (b) Service Providerthe Supplier's Standard Daily Fee Rate standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from 9.00 day, worked between 8.00 am to and 5.00 pm worked on Business Daysweekdays (excluding public, bank and statutory holidays); (c) Service Provider the Supplier shall be entitled to charge an overtime rate of 25of: (i) 150% of the standard daily fee rate on any time worked between 5.00 pm and 12.00 pm on weekdays; (ii) 200% of the daily fee rate on any time worked between 12.00 pm and 8.00 am on weekdays; (iii) 150% of the daily rate on any time worked between 12.00 pm and 12.00 am on Saturdays; (iv) 200% of the daily rate on any time worked between 12.00 am and 12.00 pm on Saturdays; (v) 200% of the daily rate on any time worked on Sundays or public holidays calculated on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(bcondition 5.2 (b); (d) all charges quoted to the Customer shall be exclusive of VAT, which the Supplier shall add to its invoices at the appropriate rate; (e) the Supplier shall ensure that every individual whom it engages on the Services completes 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 referred to in condition 5.2(f); and d(f) Service Provider the Supplier shall invoice the Customer monthly in arrears for its charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this condition 5.2. 5.3 Where Services are provided for a fixed price, the total price for the Services shall be entitled the amount set out in the Specification. The total price shall be paid to charge the Supplier in instalments, as set out the Specification. On completion of the Services, the Supplier shall invoice the Customer for the charges that are then payable, together with expenses, the costs of materials and VAT, where appropriate, calculated as provided in condition 5.4. 5.4 Any fixed price and daily rate set out in the Specification excludes: (a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Service Provider the Supplier engages in connection with the Services includingServices, but not limited to, travelling expenses, hotel costs, subsistence the cost of any materials and any associated expenses, and for the cost of services reasonably and properly provided by third parties and required by Service Provider the Supplier for the performance supply of the Services. Such expenses, materials and for third party services shall be invoiced by the cost of any materials. 9.3 Service Provider reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the CustomerSupplier; and (b) increase VAT, which the price of Supplier shall add to its invoices at the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipmentappropriate rate. 9.4 In respect of Equipment, Service Provider shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 5.5 The Customer shall pay each invoice submitted to it by Service Provider by direct debit the Supplier, in full and in cleared funds funds, within 30 days of date of invoice to a bank account nominated in writing by Service Providerthe Supplier. 5.6 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may: (a) charge interest on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of the Bank of England accruing on a daily basis and time being compounded quarterly until payment is made, whether before or after any judgment and the Customer shall pay the interest immediately on demand. The Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Xxx 0000; and (b) suspend all Services until payment has been made in full. 5.7 Time for payment shall be of the essence of this Agreement. the Contract. 5.8 All amounts sums payable by the Customer under this Agreement 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 this Agreement by Service Provider to the CustomerSupplier under the Contract shall become due immediately on its termination, despite any other provision. This condition 5.8 is without prejudice to any right to claim for interest under the Customer shalllaw, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider or any such additional amounts in respect of VAT as are chargeable on right under the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or EquipmentContract. 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds 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. 5.9 The Customer shall pay the interest together with the overdue amount. 9.7 The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider Supplier may, without limiting its prejudice to any other rights or remediesit may have, set off any amount owing to it by liability of the Customer to the Supplier against any amount payable by Service Provider liability of the Supplier to the Customer.

CHARGES AND PAYMENT. 9.1 6.1 The price Charges for Equipment the Services shall be on the price basis set out in the Order. 9.2 The charges respective Service Contract or, if not, within the scope provided for Services shall be on a time and materials basisbasis in accordance with the following terms: a) 6.1.1 the charges Charges shall be calculated in accordance with Service Provider's Standard Daily Fee Ratethe standard daily fee rates of Breakwater; b) Service Provider's Standard Daily Fee Rate 6.1.2 the standard daily fee rates of Breakwater for each individual person are calculated on the basis of an eight-eight hour day from 9.00 am to 5.00 pm worked on Business DaysDays during Core Hours of Service; c) Service Provider 6.1.3 Breakwater shall be entitled to charge an overtime rate, at the rate of 25% specified by Breakwater from time to time, of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the during Non-Core hours referred to in clause 9.2(b)of Service; and d) Service Provider 6.1.4 Breakwater shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider Breakwater engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider Breakwater for the performance of the Services, and for the cost of any materials. 9.3 Service Provider 6.2 Breakwater reserves the right to: a) at any time to increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month periodstandard daily fee rates. Service Provider Breakwater will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider Breakwater in writing within 4 (four) two weeks of the date of Service Provider's the notice provided by Breakwater and Service Provider Breakwater shall have the right without limiting its other rights or remedies to terminate this the Agreement by giving 4 four (four4) weeks' ’ written notice to the Customer; and. b) increase 6.3 The Customer, as agreed between the price of parties, shall pay the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider that is due toCharges either: (i) any factor beyond the control 6.3.1 on receipt of Service Provider (including foreign exchange fluctuations, increases in taxes a valid invoice pursuant to clauses 6.4 and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification6.5; or (iii) any delay caused 6.3.2 by any instructions of the Customer direct debit in respect of the Equipment or failure of the Customer pursuant to give Service Provider adequate or accurate information or instructions in respect of the Equipmentclause 6.6. 9.4 In respect of Equipment, Service Provider shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider 6.4 Breakwater shall invoice the Customer as follows: a) provided for in relation to telephone line rental: the Agreement or if not provided for either monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrearsor on completion of the Services at Breakwater’s option. 9.5 6.5 The Customer shall pay each invoice submitted by Service Provider by direct debit Breakwater: 6.5.1 within thirty (30) days of the date of the invoice; and 6.5.2 in full and in cleared funds to a bank account nominated in writing by Service ProviderBreakwater from time to time. 6.6 The Customer shall pay to Breakwater the Charges monthly, in advance and by direct debit to a bank account nominated in writing by Breakwater from time to time. 6.7 Time for payment shall be of the essence of this Agreement. essence. 6.8 All amounts payable by the Customer under this the Agreement are exclusive of amounts in respect of value added tax tax, or any equivalent or replacement tax, chargeable from for the time to time being (VAT). Where any taxable supply for VAT purposes is made under this the Agreement by Service Provider Breakwater to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service ProviderBreakwater, pay to Service Provider Breakwater such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or EquipmentServices. 9.6 If 6.9 Without limiting any other right or remedy of Breakwater, if the Customer fails to make any payment due to Service Provider Breakwater under this the Agreement by the due date for paymentpayment (Due Date), then Breakwater shall have the Customer shall pay right to charge interest on the overdue amount at the rate of 45% per annum above Lloyds Bank plc's the then current base rate from time to time. Such interest shall accrue of NatWest Bank plc accruing on a daily basis from the due Due Date until the date until of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount, and compounding quarterly. 9.7 6.10 The Customer shall pay all amounts due under this the Agreement in full without any set-off, counterclaim, deduction or withholding except as required by lawlaw and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Breakwater in order to justify withholding payment of any such amount in whole or in part. Service Provider Breakwater may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider Breakwater to the Customer. 6.11 If any sums due to be paid by the Customer to Breakwater remain outstanding for a period of more than 14 days beyond the Due Date, Breakwater may without limiting its other rights or remedies: 6.11.1 suspend all the provision of all Services, during which time all Charges and interest shall continue to accrue; or 6.11.2 terminate the Agreement with immediate effect by giving written notice to the Customer.

CHARGES AND PAYMENT. 9.1 8.1 The price for Equipment Goods: 8.1.1 shall be the price set out in the Order; and 8.1.2 shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which is charged at £450 plus VAT, unless otherwise stated in the Order. 9.2 8.2 The charges for Services shall be calculated on a fixed price basis where provided in the Order. Where any Services are provided which are not on a fixed price basis or are not included in the Specification, then such Services will be provided on a time and materials basisbasis as set out below unless otherwise agreed: a) 8.2.1 the charges shall be calculated in accordance with Service Providerthe Supplier's Standard Daily Fee Ratehourly fee rates of £65 plus VAT; b) Service Provider's Standard Daily Fee Rate for each individual person are calculated on 8.2.2 the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and d) Service Provider Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider the Supplier engages in connection with the Services including, but not limited to, including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider the Supplier for the performance of the Services, and for the cost of any materials. 9.3 Service Provider 8.3 The Supplier reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) 8.3.1 increase the price of the EquipmentGoods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment Goods to Service Provider the Supplier that is due to: (ia) any factor beyond the control of Service Provider the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (iib) any request by the Customer to change the delivery date(s), quantities or types of Equipment Goods ordered, or the Equipment Specification; or (iiic) any delay caused by any instructions of the Customer in respect of the Equipment Goods or failure of the Customer to give Service Provider the Supplier adequate or accurate information or instructions in respect of the EquipmentGoods. 9.4 8.3.2 revoke any discounts or special rates agreed with the Customer in the event of late or non-payment of the Supplier’s invoice(s) that have been submitted in accordance with clause 8.4.2; 8.4 In respect of Equipment, Service Provider shall invoice the Customer on or at any time after completion of delivery. In respect of Goods and Services, Service Provider the Supplier shall invoice the Customer as follows: 8.4.1 100% of the total costs in respect of the CAD at the time of contracting with the Supplier to produce the CAD; 8.4.2 Where the Customer engages the Supplier to carry out the production and Installation Works: (a) 40% of the total costs in relation respect of the production of the Goods and the Installation Works (“Deposit”) at the time of contracting with the Supplier to telephone line rental: monthly in advancecarry out the production and Installation Works; (b) 50% of the total costs in relation respect of the production of the Goods and the Installation Works 10 Business Days before the Supplier is due to Internet Services: monthly in advancecommence the production of the Goods; and (c) 10% of the total costs in relation to phone call charges: monthly in arrearsrespect of production of the Goods and the Installation Works on completion of the Installation Works. 9.5 8.5 The Customer shall pay each invoice invoices submitted by Service Provider by direct debit the Supplier in full and in cleared funds to a bank account nominated in writing by Service Providerthe Supplier as follows: 8.5.1 invoices submitted in accordance with clause 8.4.1, clause 8.4.2(a) and time for payment shall be clause 8.4.2(b) within 7 days of the essence of this Agreement. All amounts payable by the Customer under this Agreement 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 this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply date of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment.invoice; and 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds 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 8.5.2 invoices submitted in accordance with the overdue amount. 9.7 The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer.clause 8.4.2

CHARGES AND PAYMENT. 9.1 The price for 12.1 In consideration of provision of the Equipment and Services, the Customer shall be pay the price set out in the OrderCharges. 9.2 12.2 The charges Quotation shall specify whether the Equipment is being hired for Services shall be on an unlimited or a time and materials basis: a) specified number of running hours. Unless the charges shall be calculated in accordance with Service Provider's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate for each individual person are calculated Equipment is hired on the basis of unlimited running hours, as soon as reasonably practicable after the end of each week during the Hire Period, the Hirer shall render to MEMS an eight-hour accurate statement of the number of hours the Equipment has worked each calendar day from 9.00 am to 5.00 pm worked in such week. If the Customer exceeds any specified number of hours, the Customer may be charged at an additional price as specified in such Quotation. 12.3 The first week of the Hire Charges shall accrue on Business Days; c) Service Provider a per week basis, and thereafter shall be entitled to charge an overtime rate of 25% calculated on a per-day basis (i.e. one seventh of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on weekly rate). For example, if the Services outside Customer hires the hours referred to in clause 9.2(b); and dEquipment for: (a) Service Provider 3 days, the Customer shall be entitled charged 1 week of Hire Charges; (b) 8 days, the Customer shall be charged 1 week and 1 day of Hire Charges. 12.4 The Customer shall remain within the set (and variable) credit limit from time to time during the Hire Period as specified in the Order Acknowledgement, Quotation, invoice or elsewhere in writing by MEMS. 12.5 MEMS reserves the right to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider for the performance of the Services, and for the cost late payment of any materialsoutstanding invoices under the Late Payment of Commercial Debts (Interest) Act 1998, or any subsequent legislation. 9.3 Service Provider 12.6 The Hire Charges shall not apply during any Stand Down Period. 12.7 MEMS reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the Equipment, by giving notice to the Customer Customer; (a) on an annual basis; (b) at any time before delivery, after the minimum Hire Period specified in the Quotation; or (c) to reflect any increase in the cost of the Equipment to Service Provider MEMS that is due to: to any: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery Delivery date(s), quantities or types of Equipment or Services ordered, or the Equipment Specification; or (iiiii) any delay caused by any instructions of the Customer in respect of the Equipment or Services; (iii) failure of the Customer to give Service Provider MEMS adequate or accurate information or instructions in respect of the EquipmentDelivery of the Equipment or supply of Services; (iv) Force Majeure Event; (v) increase in consumer price index and/or retail price index. 9.4 In 12.8 Unless otherwise specified in the Quotation, Order Acknowledgement or otherwise in writing by MEMS, in respect of EquipmentEquipment and Services, Service Provider MEMS shall invoice the Customer for the accrued Charges in arrears at the end of each week or calendar month (depending on or account) or, if the Hire Period exceeds a week but expires before the end of a calendar month, at any time after completion the end of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrearssuch Hire Period. 9.5 The 12.9 Unless otherwise specified in the Order Acknowledgement, the Customer shall pay each invoice submitted by Service Provider by direct debit MEMS: (a) within 30 days of the date of the invoice and/or remain within the set credit limit as detailed in clause 12.4; and (b) in full and in cleared funds to a bank account nominated in writing by Service ProviderXXXX, and time for payment shall be of the essence of this Agreement. the Contract. 12.10 All amounts payable by the Customer under this Agreement 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 this Agreement the Contract by Service Provider MEMS to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service ProviderMEMS, pay to Service Provider MEMS such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment. 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds 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. 9.7 The Customer shall pay all 12.11 All amounts due under this Agreement the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding except (other than any deduction or withholding of tax as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer).

CHARGES AND PAYMENT. 9.1 The price for Equipment 7.1 In consideration of the provision of the Services by the Supplier, the Customer shall be pay the price set out in the OrderCharges. 9.2 The charges for Services shall be 7.2 Where the Charges are calculated on a time and materials basis: (a) the charges shall be calculated in accordance with Service ProviderSupplier's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate daily fee rates for each individual person as set out in Schedule 2 are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm or part thereof, worked on during Business DaysHours; c(b) Service Provider the Supplier shall be entitled to charge an overtime rate of 25% fifty percent (50%) of the standard daily fee rate set out in Schedule 2 on a pro-pro rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b)Business Hours; and d(c) Service Provider the Supplier shall ensure that every individual whom it engages on the Services completes time sheets to record time spent on the Services, and the Supplier shall indicate the time spent per individual in its invoices. 7.3 The Charges exclude the following which shall be entitled to charge payable by the Customer for monthly in arrears, following submission of an appropriate invoice: (a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Service Provider 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 cost of services provided by third parties and required by Service Provider for the performance of the Services, and for the cost of any materials. 9.3 Service Provider reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and (b) increase the price cost to the Supplier of any materials or services procured by the Supplier from third parties for the provision of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the Services as such items and their cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request are approved by the Customer in advance from time to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipmenttime. 9.4 In respect of Equipment, Service Provider 7.4 The Supplier shall invoice the Customer on or for the Charges at any time after completion of deliverythe intervals specified in Schedule 2. In respect of Services, Service Provider If no intervals are so specified the Supplier shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrearsat the end of each month for Services performed during that month. 9.5 7.5 The Customer shall pay each invoice submitted to it by Service Provider by direct debit in full and the Supplier within thirty (30) days of receipt in cleared funds to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement are exclusive of amounts in respect of value added tax chargeable Supplier from time to time (VAT). Where any taxable supply for VAT purposes is made under this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipmenttime. 9.6 If 7.6 Without prejudice to any other right or remedy that it may have, if the Customer fails to make pay the Supplier any payment sum due to Service Provider under this Agreement by on the due date for payment, then date: (a) the Customer shall pay interest on the overdue amount sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6(a) will accrue each day at the rate of 4% per annum a year above Lloyds the Bank plcof England's base rate from time to time. Such interest shall accrue on , but at 4% a daily basis from year for any period when that base rate is below 0%; (b) the due date until actual payment Supplier may suspend all or part of the overdue amountServices until payment has been made in full. 7.7 All sums payable to the Supplier under this Agreement: (a) are exclusive of VAT, whether before or after judgment. The and the Customer shall in addition pay the interest together with the overdue amount.an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and 9.7 The Customer (b) shall pay all amounts due under this Agreement be paid in full without any set-off, counterclaim, deduction or withholding except (other than any deduction or withholding of tax as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer).

CHARGES AND PAYMENT. 9.1 The price for Equipment Goods: (a) shall be the price set out in the OrderQuotation and/or Order or, if no price is quoted, the price set out in the Supplier's published price list as at the date of the order; and (b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer. 9.2 The charges for Services shall be calculated on a time and materials basis: (a) the charges shall be calculated in accordance with Service Providerthe Supplier's Standard Daily Fee Ratefee rates, as set out in the Quotation and/or the Order; (b) Service Providerthe Supplier's Standard Daily Fee Rate daily fee rates (where applicable) for each individual person are calculated on the basis of an eight-hour day from 9.00 8.00 am to 5.00 pm worked on Business DaysDays unless otherwise agreed in writing; (c) Service Provider the Supplier shall be entitled to charge an overtime rate of 25100% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and (d) Service Provider the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider the Supplier engages in connection with the Services including, but not limited to, including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider the Supplier for the performance of the Services, and for the cost of any materials. 9.3 Service Provider The Supplier reserves the right to: (a) increase its Standard Daily Fee Rate for the charges for the Services, provided that Services 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-month period and the first such charges cannot increase shall take effect on the first anniversary of the Commencement Date and shall be increased more than once based on the latest available figure for the percentage increase in any 12 month period. Service Provider will give the Retail Prices Index; (b) charge the Customer written notice of any such increase 2 an annual maintenance fee (twowhere applicable) months before which may be stated within the proposed date of Quotation and/or the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 Order; (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and bc) increase the price of the EquipmentGoods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment Goods to Service Provider the Supplier that is due to: (i) any factor beyond the control of Service Provider the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment Goods ordered, or the Equipment Goods Specification; or (iii) any delay caused by any instructions of the Customer and/or the Introducer and/or the Associate Director in respect of the Equipment Goods or failure of the Customer and/or the Introducer and/or the Associate Director to give Service Provider the Supplier adequate or accurate information or instructions in respect of the EquipmentGoods. 9.4 In respect of EquipmentGoods, Service Provider the Supplier shall invoice the Customer on or at any time before and/or after completion of delivery. In respect of Services, Service Provider the Supplier shall invoice the Customer as follows: a) in relation up to telephone line rental: monthly in advance; b) in relation to Internet 100% of the fee at inception and/or date of installation and/or completion of the Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 The Customer shall immediately pay each invoice submitted by Service Provider the Supplier, or: (a) within 14 days of the date of the invoice or in accordance with any credit terms agreed by direct debit the Supplier and confirmed in writing to the Customer and/or the Introducer and/or the Associate Director; and (b) in full and in cleared funds to a bank account nominated in writing by Service Providerthe Supplier, and time for payment shall be of the essence of this Agreement. the Contract. 9.6 All amounts payable by the Customer under this Agreement 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 this Agreement the Contract by Service Provider the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Providerthe Supplier, pay to Service Provider the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment Goods at the same time as payment is due for the supply of the Services or EquipmentGoods. 9.6 9.7 If the Customer fails to make any a payment due to Service Provider the Supplier under this Agreement the Contract by the due date for paymentdate, then then, without limiting the Supplier's remedies under clause 14 (Termination), the Customer shall pay interest on the overdue amount sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.7 will accrue each day at 15% a year above the rate Bank of 4% per annum above Lloyds Bank plcEngland's base rate from time to time. Such interest shall accrue on , but at 10% 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 amountyear for any period when that base rate is below 0%. 9.7 The Customer shall pay all 9.8 All amounts due under this Agreement the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding except (other than any deduction or withholding of tax as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it ) by the Customer against any amount payable by Service Provider to and/or the CustomerIntroducer and/or the Associate Director.

CHARGES AND PAYMENT. 9.1 The price for Equipment shall be the price set out in the Order. 9.2 The charges for Services shall be on a time and materials basis: a) the charges shall be calculated in accordance with Service ProviderKeytech Networks Ltd's Standard Daily Fee Rate; b) Service ProviderKeytech Networks Ltd's Standard Daily Fee Rate for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider Keytech Networks Ltd shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and d) Service Provider Keytech Networks Ltd shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider Keytech Networks Ltd engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider Keytech Networks Ltd for the performance of the Services, and for the cost of any materials. 9.3 Service Provider Keytech Networks Ltd reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider Keytech Networks Ltd will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider Keytech Networks Ltd in writing within 4 (four) weeks of the date of Service ProviderKeytech Networks Ltd's notice and Service Provider Keytech Networks Ltd shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider Keytech Networks Ltd that is due to: (i) any factor beyond the control of Service Provider Keytech Networks Ltd (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider Keytech Networks Ltd adequate or accurate information or instructions in respect of the Equipment. 9.4 In respect of Equipment, Service Provider Keytech Networks Ltd shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider Keytech Networks Ltd shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 The Customer shall pay each invoice submitted by Service Provider Keytech Networks Ltd by direct debit in full and in cleared funds to a bank account nominated in writing by Service ProviderKeytech Networks Ltd, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement 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 this Agreement by Service Provider Keytech Networks Ltd to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service ProviderKeytech Networks Ltd, pay to Service Provider Keytech Networks Ltd such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment. 9.6 If the Customer fails to make any payment due to Service Provider Keytech Networks Ltd under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds 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. 9.7 The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider Keytech Networks Ltd may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider Keytech Networks Ltd to the Customer.

CHARGES AND PAYMENT. 9.1 The price 11.1 In consideration of the provision of the Services by the Supplier, the Customer shall pay the following (collectively the "Charges"): 11.1.1 the fixed sums specified in Schedule 4 for Equipment the Bespoke Services and the Threatmatch Services ("Standard Charges"), which shall be invoiced annually in advance; 11.1.2 the price set out in RFI Token Charges, which shall be invoiced on the Orderdate the relevant RFI Tokens are purchased by the Customer; and 11.1.3 the SoW Charges, which shall be invoiced on the date that the relevant Statement of Work is signed. 9.2 The charges for Services shall 11.2 Unless otherwise agreed in a Statement of Work, the SoW Charges will be calculated on a time and materials basis at the Supplier's Day Rates. 11.3 Where the SoW Charges are calculated on a time and materials basis: a) 11.3.1 the charges shall be calculated in accordance with Service ProviderSupplier's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate daily fee rates for each individual person as set out in Schedule 4 are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm day, worked on during Business Days;Hours; and c) Service Provider 11.3.2 the Supplier shall be entitled to charge an overtime rate of 2550% of the standard daily fee rate set out in Schedule 4 on a pro-pro rata basis for each part day or for any time worked by individuals whom it engages on the Additional Intelligence Services outside Business Hours, but only where the hours referred to in clause 9.2(b); andCustomer has requested that such services be provided outside Business Hours. d) Service Provider 11.4 Where the SoW Charges are calculated on a fixed price basis, the amount of those charges shall be entitled to charge as set out in the relevant Statement of Work. 11.5 The SoW Charges exclude the following fixed costs, which shall be payable by the Customer for (in accordance with the terms of the relevant Statement of Work), following submission of an appropriate invoice: 11.5.1 the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Service Provider the Supplier engages in connection with the Services includingServices, including (but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider for the performance of the Services, and for the cost of any materials. 9.3 Service Provider reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once those costs identified in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the CustomerSchedule 4; and b) increase 11.5.2 the price cost to the Supplier of any materials or services procured by the Supplier from third parties for the provision of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase Services as such items and their cost are set out in the cost Statement of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request Work or approved by the Customer in advance from time to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipmenttime. 9.4 In respect of Equipment, Service Provider shall invoice 11.6 Any costs incurred by the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as followsSupplier pursuant to clause 11.5 shall: a) in relation to telephone line rental: monthly 11.6.1 if they have been agreed in advance; b) in relation to Internet Services: monthly , shall be invoiced annually in advance; and c) 11.6.2 in relation to phone call charges: monthly all other cases, shall be invoiced after being incurred (with appropriate evidence of the costs), and, in arrearseach case, paid by the Customer, upon receipt of the relevant invoice. 9.5 11.7 The Customer shall pay each invoice submitted to it by Service Provider by direct debit in full and in cleared funds the Supplier within 30 days of the date of receipt of the invoice to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement are exclusive of amounts in respect of value added tax chargeable Supplier from time to time (VAT). Where any taxable supply for VAT purposes is made under this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipmenttime. 9.6 If 11.8 Without prejudice to any other right or remedy that it may have, if the Customer fails to make any payment due to Service Provider under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds 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. 9.7 The Customer shall pay all amounts Supplier any undisputed sum due under this Agreement on the due date or thereafter (having received two written reminders from the Supplier to do so), the Supplier may suspend part or all of the Services to the Customer until payment has been made in full. 11.9 The Customer must inform the Supplier without delay of any a reasonable suspicion of substantive inaccuracies in the Supplier's invoice or inadequate performance of the services charged and such issue should be resolved by the parties in accordance with clause 19 (Alternative Dispute Resolution). Notwithstanding the foregoing, the Customer remains liable to pay the Supplier any undisputed amount due under such invoice. 11.10 All sums payable to the Supplier under this Agreement: 11.10.1 are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice (where applicable); and 11.10.2 shall be paid in full without any set-off, counterclaim, deduction or withholding except (other than any deduction or withholding of tax as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer).

CHARGES AND PAYMENT. 9.1 5.1 In consideration for xoserve performing the Services, the Customer agrees to pay xoserve the Charges applicable to those Services. 5.2 The price for Equipment Charges payable by the Customer shall be those charges determined pursuant to the price set out provisions of the Agency Charging Statement which are (subject to any contrary provision within a Service Schedule), in force at the date on which xoserve issued (or was deemed to have issued) its relevant Service Request Acceptance. All Charges are exclusive of value added tax which will be charged for in addition. 5.3 xoserve shall issue an invoice for the Services it provides to the Customer monthly in arrears unless otherwise provided in these Conditions or a Service Schedule. An invoice may be issued in respect of the Services provided pursuant to more than one Service Request. 5.4 If the Charges payable by the Customer to xoserve for the Services provided to it in the Orderprevious calendar month are, in aggregate, less than £250, xoserve will not issue an invoice to the Customer at that stage but will wait until: 5.4.1 the total aggregate Charges payable by the Customer for all Services exceed £250; or 5.4.2 six months from the date of the last invoice issued by xoserve to the Customer for the provision of any of the Services or (if no invoice has previously been issued) six months from the date of the earliest Service Request; whichever is the first to occur at which point for the avoidance of doubt an invoice will then be issued for all sums then owing by the Customer. 9.2 The charges for 5.5 Where the Services are performed in instalments, xoserve may invoice each instalment separately and the Customer shall be on a time and materials basis: a) the charges shall be calculated pay such invoice in accordance with Service Provider's Standard Daily Fee Rate;these Conditions. b) Service Provider's Standard Daily Fee Rate 5.6 All invoices issued shall be due for each individual person are calculated on payment by the basis Customer 28 days after the date of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days;the invoice unless otherwise agreed in writing between the parties. c) Service Provider 5.7 The Customer must pay all invoices in full and shall not be entitled to charge an overtime rate any right of 25% set off (other then where there is a bona fide dispute between the parties as to whether any sums are due and, in such cases, the Customer may only withhold the sum in dispute). 5.8 No payment shall be deemed to have been received by xoserve until it has received payment in full in pounds sterling (net of any bank charges) and in cleared funds. 5.9 Failure by the Customer to make payment of the standard daily fee rate Charges in full, in pounds sterling (net of any bank charges) and in cleared funds on a pro-rata basis or by the due date for each part day or for payment shall entitle xoserve (without prejudice to any time worked by individuals whom other rights and/or remedies it engages on may have) to: 5.9.1 suspend the performance of the Services outside (whether such Services are being performed under the hours referred same Service Request to in clause 9.2(bwhich the unpaid Charges relate or any other Service Request); and d) Service Provider shall be entitled to 5.9.2 charge the Customer for interest on any expenses reasonably incurred by unpaid amounts (both before and after any judgment) at the individuals whom Service Provider engages in connection with rate applicable from time to time under the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost Late Payment of services provided by third parties and required by Service Provider for the performance of the Services, and for the cost of any materialsCommercial Debts (Interest) Xxx 0000. 9.3 Service Provider 5.10 xoserve reserves the right toto carry out credit checks on the Customer prior to accepting a Service Request. xoserve may: a) increase its Standard Daily Fee Rate 5.10.1 refuse to accept a Service Request from a Customer if that Customer fails to pass the credit checks; and/or 5.10.2 require the Customer to either provide security for any payments due under the Contract in an amount and form and from a person approved by xoserve and/or to pay all or part of the Charges for the charges for Services in advance of the Services, provided that such charges cannot Services being performed by xoserve. 5.11 Any challenges to an invoice issued by xoserve must be increased more than once in any 12 month period. Service Provider will give notified by the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider xoserve in writing within 4 (four) weeks 18 months of the date of Service Provider's notice the relevant invoice. If the Customer does not raise any challenge within this time period, it will be deemed to have accepted and Service Provider shall have confirmed that the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price terms of the Equipment, by giving notice invoice are correct. 5.12 xoserve may only make adjustments to the Customer at any time before delivery, an invoice which it has issued to reflect any increase in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure Services for a period of up to 18 months following the issue date of the Customer to give Service Provider adequate or accurate information or instructions invoice in respect of the Equipmentquestion. 9.4 In respect of Equipment, Service Provider shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 The Customer shall pay each invoice submitted by Service Provider by direct debit in full and in cleared funds to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement 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 this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment. 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds 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. 9.7 The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer.

CHARGES AND PAYMENT. 9.1 The price for Equipment 8.1 In consideration of the provision of the Services by the Supplier, the Customer shall be pay the price set out in the OrderCharges. 9.2 The charges for Services shall be 8.2 Where the Charges are calculated on a time and materials basis: (a) the charges shall be calculated in accordance with Service ProviderSupplier's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate daily fee rates for each individual person are as set out in the Quotation are, unless otherwise provided, calculated on the basis of an eight-a 7.5 hour day from 9.00 am to 5.00 pm day, worked on during Business Days;Hours; and c(b) Service Provider the Supplier shall be entitled to charge an overtime rate of 25% of the standard daily fee rate specified in Quotation which shall be, unless otherwise provided, calculated on a pro-pro rata basis for each part day or for any time worked by individuals whom it engages on the Services outside Business Hours. 8.3 The Charges exclude the hours referred to in clause 9.2(b); and d) Service Provider following which shall be entitled to charge payable by the Customer for monthly in arrears, following submission of an appropriate invoice: (a) the cost of any ancillary expenses reasonably incurred by the individuals whom Service Provider the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and Services; and (b) the cost to the Supplier of any associated expenses, and materials or services procured by the Supplier from third parties for the cost of services provided by third parties and required by Service Provider for the performance provision of the Services, and for the cost of any materials. 9.3 Service Provider reserves 8.4 Subject to other provisions in the right to: a) Quotation, the Supplier may increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks Charges on an annual basis with effect from each anniversary of the date of Service Provider's notice and Service Provider shall have this agreement in line with the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any percentage increase in the cost Retail Prices Index in the preceding 12-month period, and the first such increase shall take effect on the first anniversary of the Equipment to Service Provider that is due to: (i) any factor beyond date of this agreement and shall be based on the control of Service Provider (including foreign exchange fluctuations, increases latest available figure for the percentage increase in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the EquipmentRetail Prices Index. 9.4 In respect of Equipment, Service Provider 8.5 The Supplier shall invoice the Customer on or for the Charges at any time after completion of deliverythe intervals specified in the Quotation. In respect of Services, Service Provider If no intervals are so specified the Supplier shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrearsat the end of each month for Services performed during that month. 9.5 8.6 The Customer shall pay each invoice submitted to it by Service Provider by direct debit in full and in cleared funds the Supplier within 30 days of receipt to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement are exclusive of amounts in respect of value added tax chargeable Supplier from time to time (VAT). Where any taxable supply for VAT purposes is made under this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipmenttime. 9.6 If 8.7 Without prejudice to any other right or remedy that it may have, if the Customer fails to make pay the Supplier any payment sum due to Service Provider under this Agreement by agreement on the due date for payment, then date: (a) the Customer shall pay interest on the overdue amount sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.7(a) will accrue each day at the rate of 4% per annum a year above Lloyds the Bank plcof England's base rate from time to time. Such interest shall accrue on , but at 4% a daily basis from year for any period when that base rate is below 0%; (b) the due date until actual payment Supplier may suspend all or part of the overdue amountServices until payment has been made in full. 8.8 All sums payable to the Supplier under this agreement: (a) are exclusive of VAT, whether before or after judgment. The and the Customer shall in addition pay the interest together with the overdue amount.an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and 9.7 The Customer (b) shall pay all amounts due under this Agreement be paid in full without any set-set- off, counterclaim, deduction or withholding except (other than any deduction or withholding of tax as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer).

CHARGES AND PAYMENT. 9.1 The price for Equipment the Goods shall be the price set out in the OrderOrder or, if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods. 9.2 The charges price for Services shall be on a time and materials basis:as set out in the Order. a) the charges shall be calculated in accordance with Service Provider's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and d) Service Provider 9.3 The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider 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 cost of services provided by third parties and required by Service Provider the Supplier for the performance of the Services, and for the cost of any materials. 9.3 Service Provider 9.4 The Supplier reserves the right to: (a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 (twelve) month period. Service Provider The Supplier will give the Customer written notice of any such increase 2 3 (twothree) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider the Supplier in writing within 4 2 (fourtwo) weeks of the date of Service Providerthe Supplier's notice and Service Provider the Supplier shall have the right without limiting its other rights or remedies to terminate this Agreement the Contract by giving 4 (four) weeks' '] written notice to the Customer; and; (b) increase the price of the EquipmentGoods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment Goods to Service Provider the Supplier that is due to: (i) any factor beyond the control of Service Provider the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment Goods ordered, or the Equipment Goods Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment Goods or failure of the Customer to give Service Provider the Supplier adequate or accurate information or instructions in respect of the EquipmentGoods. 9.4 9.5 In respect of EquipmentGoods, Service Provider the Supplier shall invoice the Customer before delivery of the Goods. The Goods shall be delivered by the Supplier on or at any time after completion receipt of deliverypayment from the Customer. In respect of Services, Service Provider the Supplier shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrearsbefore the performance of the Services and shall not performance of the Services until the Customer has made the payment. 9.5 9.6 The Customer shall pay each invoice submitted by Service Provider by direct debit the Supplier: (a) within 30(thirty) days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Service Providerthe Supplier, and time for payment shall be of the essence of this Agreement. the Contract. 9.7 All amounts payable by the Customer under this Agreement 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 this Agreement the Contract by Service Provider the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Providerthe Supplier, pay to Service Provider the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment Goods at the same time as payment is due for the supply of the Services or EquipmentGoods. 9.6 9.8 If the Customer fails to make any payment due to Service Provider the Supplier under this Agreement the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at in accordance with the rate Late Payment of 4% per annum above Lloyds Bank plc's base rate from time to timeCommercial Debts Regulations. 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. 9.7 9.9 The Customer shall pay all amounts due under this Agreement the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider the Supplier to the Customer.

CHARGES AND PAYMENT. 9.1 10.1 The price for Equipment Goods: (a) shall be the price set out in the OrderOrder Acknowledgement; and (b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, unless otherwise agreed, and which shall be invoiced to the Customer. 9.2 10.2 The charges for Services shall be the charges set out in the Order Acknowledgement or, if no charges are quoted, the charges for the Services shall calculated on a time and materials basis: (a) the charges shall be calculated in accordance with Service Providerthe Supplier's Standard Daily Fee Ratedaily fee rates, as set out in its current price list at the date of the Contract; (b) Service Providerthe Supplier's Standard Daily Fee Rate daily fee rates for each individual person are calculated on the basis of an eight-eight- hour day from 9.00 8.00 am to 5.00 pm worked on Business Days; (c) Service Provider shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and d) Service Provider Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider the Supplier engages in connection with the Services including, but not limited to, including travelling expenses, hotel costs, subsistence and any associated expenses, expenses and for the cost of services provided by third parties and required by Service Provider the Supplier for the performance of the Services, and for the cost of any materials. 9.3 Service Provider 10.3 The Supplier reserves the right to: (a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the EquipmentGoods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment Goods to Service Provider the Supplier that is due to: (i) any factor beyond the control of Service Provider the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment Goods ordered, or the Equipment Goods Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment Goods or failure of the Customer to give Service Provider the Supplier adequate or accurate information or instructions in respect of the EquipmentGoods (iv) a manifestly incorrect price provided by the Supplier. 9.4 10.4 In respect of EquipmentGoods, Service Provider the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider the Supplier shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet on completion of the Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 10.5 The Supplier may agree, at its sole discretion, to offer credit terms to the Customer, which the Supplier shall be entitled to revoke at any time. The Customer shall pay each invoice submitted by Service Provider by direct debit the Supplier within 30 days of the date of the invoice, unless specifically agreed otherwise. 10.6 The Customer shall pay each invoice in full and in cleared funds to a bank account nominated in writing by Service Provider, and time the Supplier. 10.7 Time for payment shall be of the essence of this Agreement. the Contract. 10.8 All amounts payable by the Customer under this Agreement 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 this Agreement the Contract by Service Provider the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Providerthe Supplier, pay to Service Provider the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment Goods at the same time as payment is due for the supply of the Services or EquipmentGoods. 9.6 10.9 If the Customer fails to make any a payment due to Service Provider the Supplier under this Agreement the Contract by the due date for paymentdate, then then, without limiting the Supplier's remedies under clause 14 (Termination), the Customer shall pay interest on the overdue amount sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.9 will accrue each day at the rate of 4% per annum a year above Lloyds the Bank plcof England's base rate from time to time. Such interest shall accrue on , but at 4% 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 amountyear for any period when that base rate is below 0%. 9.7 The Customer shall pay all 10.10 All amounts due under this Agreement the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding except (other than any deduction or withholding of tax as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer).

CHARGES AND PAYMENT. 9.1 10.1 The price for Equipment Goods and Services shall be the price set out in the Order. 9.2 Proposal and Payment Terms or, if no price is quoted, the price set out in the Supplier's or Goods manufacturer’s published price list as at the date of delivery. It is based on the work being carried out at the premises indicated in the Proposal. The price of the Goods (unless otherwise specified) is exclusive of all costs and charges for Services of packaging, insurance, transport of the Goods and import taxes which shall be on a time and materials basis: a) paid by the charges shall be calculated in accordance with Service Provider's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate Client when it pays for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and d) Service Provider Goods. The Supplier shall be entitled to charge the Customer Client for any expenses Expenses reasonably incurred by the individuals whom Service Provider 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 cost of services provided by third parties and required by Service Provider the Supplier for the performance of the Services, and for the cost of any materialsmaterials unless otherwise specifically agreed between LINC and the Client. 9.3 Service Provider 10.2 Please note that the Contract will not commence (therefore the Supplier will not order any Goods or commence providing Services) until the Supplier has received the first staged payment into its bank account. 10.3 The price as set out in the Proposal is fixed for 10 Business Days from the date of the Proposal. The Supplier however reserves the right to amend the price(s) to take into account exchange rate fluctuations between the price in the Proposal and the revalidation of prices at the time the Supplier makes an order for Goods as is required/necessary under the Contract or when the Client confirms it is happy for the Supplier to proceed with the order confirmation. 10.4 The Supplier reserves the right to: (a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the EquipmentGoods, by giving notice to the Customer Client at any time before delivery, to reflect any increase in the cost of the Equipment Goods to Service Provider the Supplier that is due to: (i) any factor beyond the control of Service Provider the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer Client to change the delivery date(s), quantities or types of Equipment Goods ordered, or the Equipment Goods Specification; or (iii) any delay caused by any instructions of the Customer Client in respect of the Equipment Goods or failure of the Customer Client to give Service Provider the Supplier adequate or accurate information or instructions in respect of the EquipmentGoods. 9.4 10.5 In respect of EquipmentGoods and Services, Service Provider the Supplier shall invoice the Customer Client on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice as set out in the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrearsPayment Terms. 9.5 10.6 The Customer Client shall pay each invoice submitted by Service Provider by direct debit the Supplier: (a) within 15 days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Service Providerthe Supplier, and time for payment shall be of the essence of this Agreement. the Contract. 10.7 All amounts payable by the Customer Client under this Agreement the Contract are exclusive of amounts in respect of value added tax or other applicable sales tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under this Agreement the Contract by Service Provider the Supplier to the CustomerClient, the Customer Client shall, on receipt of a valid VAT invoice from Service Providerthe Supplier, pay to Service Provider the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment Goods at the same time as payment is due for the supply of the Services or EquipmentGoods. The Client is also responsible to pay for any import taxes on Goods being delivered. 9.6 10.8 Costs for shipping, freight, travel and subsistence expenses are not included in the Proposal and will be invoiced as incurred from time to time. Travel time will be charged at 50% discount rate. 10.9 If the Customer Client fails to make any payment due to Service Provider the Supplier under this Agreement the Contract by the due date for payment, then the Customer Client shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank plcEURILIBOR's monthly 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 Client shall pay the interest together with the overdue amount. 9.7 10.10 The Customer Client shall pay all amounts due under this Agreement the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer Client against any amount payable by Service Provider the Supplier to the CustomerClient. 10.11 LINC may, at any time, suspend performance of all or part of the Services and other obligations under this agreement by giving written notice to the Client in circumstances where LINC’s invoices are more than 30 days overdue in being paid. In such circumstances LINC will give not less than five (5) days' notice to the Client of its intention to suspend all or part of the Services and stating the ground or grounds on which it intends to suspend performance. Consultant shall resume performance of the Services as soon as reasonably practicable after receiving a written notice to do so from the Client, the Client having paid all invoices up to date prior to LINC resuming the Services. In these circumstances LINC shall not be liable for any delays/ late delivery or failure to perform its obligations under this Agreement as a result of the suspension of its Services and obligations. 10.12 Where payment of a final account is only due upon handover of documentation and/or after training as expressly agreed and the Client or its representative is not available to attend the handover as reasonably proposed by the Supplier the Supplier reserves the right to invoice for such final amount under these payment terms and the Client expressly agrees to make such payment. 10.13 Any variations to contract will also contain agreed payment amount, payment terms and delivery schedules. 10.14 Where incomplete information is available at the time of pricing a project, the Supplier will insert Provisional Sums arising from Lack of Information Available (PS-LIA). Provisional Sums arising from Lack of Information Available will be marked PS-LIA on Quotations and Variations. Once suitable information is provided a variation will be issued for approval by the Client/ appointed representative to replace the PS-LIA with a firm costing. 10.15 Where the Supplier is costing a project prior to carrying out a Detailed Design, the Supplier may insert Provisional Sums Pending Detailed Design (PS-PDD). Provisional Sums Pending Detailed Design will be marked PS-PDD on Quotations and Variations. Once suitable information is available a variation will be issued for approval by the Client/ Appointed Representative to replace the PS-PDD with a firm costing. 10.16 Whilst reasonable effort is always made to attempt to ensure that PS-LIAs and PS-PDDs are accurate the Supplier is unable to guarantee the accuracy of PS-LIAs and PS-PDDs values.

CHARGES AND PAYMENT. 9.1 The price for Equipment Goods: (a) shall be the price set out in the OrderQuotation or, if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery; and (b) shall except as set out otherwise in the Quotation be exclusive of all costs and charges of storage, transport of the Goods, which shall be invoiced to the Customer. 9.2 The charges for Services shall be calculated on a time and materials basis: (a) the charges shall be calculated in accordance with Service Providerthe Supplier's Standard Daily Fee Ratefee rates, as set out in the Quotation, which shall include information and applicability on overtime and out of hours rates; (b) Service Provider's Standard Daily Fee Rate for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and d) Service Provider Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider the Supplier engages in connection with the Services including, but not limited to, including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider the Supplier for the performance of the Services, and for the cost of any materials. 9.3 Service Provider The Supplier reserves the right to: (a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once Services on an annual basis with effect from each anniversary of the Commencement Date in any 12 line with the percentage increase in the Consumer Price Index (CPI) in the preceding 12-month period. Service Provider will give period and the Customer written notice of any first such increase 2 (two) months before shall take effect on the proposed date first anniversary of the increase. If such Commencement Date and shall be based on the latest available figure for the percentage increase is not acceptable to in the Customer, it shall notify Service Provider in writing within 4 Consumer Price Index; (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the EquipmentGoods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment Goods to Service Provider the Supplier that is due to: (i) any factor beyond the control of Service Provider the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labourlabor, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment Goods ordered, or the Equipment Goods Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment Goods or failure of the Customer to give Service Provider the Supplier adequate or accurate information or instructions in respect of the EquipmentGoods. 9.4 In Unless otherwise agreed in writing between the Customer and the Supplier, in respect of EquipmentGoods, Service Provider the Supplier shall at its discretion invoice the Customer on or at any time after either: (a) The completion of delivery. unloading of the Goods at the Delivery Location; (b) In instances where phasing of Delivery of Goods has been agreed in writing (including email) between the Customer (or its authorized representative) and the Supplier, at the end of each month in respect of Goods delivered in that month; 9.5 In respect of Services, Service Provider including storage, the Supplier shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: accordance with the Quotation or monthly in arrears. 9.5 The 9.6 Unless otherwise agreed in writing between the Customer and the Supplier, the Customer shall pay each invoice submitted by Service Provider by direct debit the Supplier: (a) net thirty (30) days from date of the Supplier’s invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Service Providerthe Supplier, and time for payment shall be of the essence of this Agreement. the Contract. 9.7 All amounts payable by the Customer to Supplier under this Agreement the Contract are exclusive of amounts in respect applicable taxes, duties, tariffs and other like charges which remain the responsibility of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment. 9.6 9.8 If the Customer fails to make any a payment due to Service Provider the Supplier under this Agreement the Contract by the due date for paymentdate, then then, without limiting the Supplier's remedies under clause 14 (Termination), the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank plc's base rate from time to time. Such interest shall accrue on a daily basis sum from the due date until actual payment of the overdue amountsum, whether before or after judgment. The Customer shall pay Interest under this clause 9.8 will accrue each day at the interest together with the overdue amountWall Street Journal Prime Rate plus 6%. 9.7 The Customer shall pay all 9.9 All amounts due under this Agreement the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding except (other than any deduction or withholding of tax as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer).

CHARGES AND PAYMENT. 9.1 The price for Equipment 6.1 At the Company’s sole discretion, the Charges shall be either; (a) as indicated on invoices provided by the price set out Company to the Client in respect of Services provided; (b) the Company’s quoted Charges (subject to clause 4.2 and 4.3) which shall be binding upon the Company provided that the Client shall accept in writing the Company’s quotation within thirty (30) days. 6.2 The Company reserves the right to change the Charges: (a) if a variation to the Company’s quotation is requested or required (including as to the nature or quantity of the Goods, nature and location of the collection and/or delivery address, facilities available for packing, loading or unloading, weather conditions or delays beyond the control of the Company, delivery times or date or otherwise, etc.); (b) to reflect any increases to the Company in the Ordercost of providing the Services which are beyond the reasonable control of the Company (including, without limitation, increases in the cost of labour or materials, foreign exchange fluctuations, or increases in taxes or customs duties or insurance premiums or warehousing costs); (c) for any delay over fifteen (15) minutes in either loading and/or unloading (from when the Company arrives onsite), occurring other than from the Company’s default. 9.2 The charges 6.3 Time for payment for the Services shall being of the essence, the Charges will be payable by the Client on a time and materials basisthe date/s determined by the Company, which may be: (a) on delivery of the charges shall be calculated in accordance with Service Provider's Standard Daily Fee RateGoods; (b) Service Provider's Standard Daily Fee Rate the date specified on any invoice or other form as being the date for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days;payment; or (c) Service Provider failing any notice to the contrary, the date which is thirty (30) days following the end of the month of the date of any invoice/s and/or statement furnished to the Client by the Company. 6.4 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, or by any other method as agreed to between the Client and the Company. 6.5 The Client shall not be entitled to charge set off against, or deduct from the Charges, any sums owed or claimed to be owed to the Client by the Company nor to withhold payment of any invoice because part of that invoice is in dispute. 6.6 Unless otherwise stated the Charges does not include GST. In addition to the Charges the Client must pay to the Company an overtime rate of 25% of amount equal to any GST the standard daily fee rate on a pro-rata basis for each part day or Company must pay for any provision of Services by the Company under this or any other agreement. The Client must pay GST, without deduction or set off of any other amounts, at the same time worked by individuals whom it engages and on the Services outside same basis as the hours referred Client pays the Charges. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Charges except where they are expressly included in clause 9.2(b); andthe Charges. d) Service Provider shall be entitled to charge the Customer for any expenses reasonably incurred 6.7 Receipt by the individuals whom Service Provider engages in connection with the Services includingCompany of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, but not limited to, travelling expenses, hotel costs, subsistence and any associated expensescleared or recognised, and for until then the cost of services provided by third parties and required by Service Provider for the performance Company’s ownership or rights in respect of the Services, and this Agreement, shall continue. 6.8 Where the Client requesting or organising the Company to provide the Services is acting on behalf of any third party, and that third party is intended to be responsible for the cost payment of any materials. 9.3 Service Provider reserves the right to: a) increase its Standard Daily Fee Rate Charges, then in the event that the third party does not pay for the charges Services when due, the Client acknowledges that they shall be liable for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date payment of the increase. If such increase is not acceptable to Charges as if they had contracted for the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipment. 9.4 In respect of Equipment, Service Provider shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 The Customer shall pay each invoice submitted by Service Provider by direct debit in full and in cleared funds to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement 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 this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply provision of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipmenton their own behalf. 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds 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. 9.7 The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer.

CHARGES AND PAYMENT. 9.1 4.1 The price for Equipment shall be the price set out in the Order. 9.2 The charges for Services shall be on a time and materials basis: a) the charges shall be calculated in accordance with Service Provider's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and d) Service Provider shall be entitled to charge the Customer for the Interliant Services in accordance with the prices set forth in the Service Order(s). 4.2 The Customer shall be financially responsible for any expenses reasonably incurred and all use of the Interliant Services by the individuals whom Service Provider engages in connection with Customer's employees and Users. 4.3 The Customer shall payor reimburse the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider for the performance of the Servicessales, and value added taxes, where applicable, and any other governmental taxes, charges and duties levied, imposed or assessed for the cost Interliant Services or arising out of any materials. 9.3 Service Provider reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable services rendered to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipment. 9.4 In respect of Equipment, Service Provider shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 The Customer shall pay each invoice submitted by Service Provider by direct debit in full and in cleared funds to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement, excluding, however, ordinary personal property taxes, taxes based upon the Service Provider"s net income, and corporate franchise taxes. The Service Provider shall furnish the Customer with invoices showing the amounts due under this Section. 4.4 All monetary values set forth in this Agreement are exclusive in US Dollars unless otherwise clearly stated. 4.5 Terms of amounts payment on all charges are net thirty (30) days in respect US Dollars. 4.6 Failure to pay by the Customer according to the terms of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under this Agreement by Service Provider to shall entitle the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay without prejudice to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment. 9.6 If the Customer fails to make any payment due to Service Provider its other rights and remedies under this Agreement by the due date for paymentAgreement, then the Customer shall pay to: 4.6.1 charge interest on the overdue amount at the rate of 4% per annum above Lloyds Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the original due date until actual payment at the rate of 1.5% per month and/or, 4.6.2 suspend the provision of Interliant Services, following twenty- one (21) days written notice, provided that the Customer has not remedied its default within that time. 4.7 The Customer will reimburse the Service Provider for all reasonable costs incurred by the Service Provider in collecting past due amounts. Such costs may include, but are not limited to, wire transfer fees, collection agency fees, reasonable attorney fees, and court costs. 4.8 The Customer acknowledges that the Service Provider relies upon some vendor-supplied licenses to provide the Interliant Services. Moreover, the Customer recognizes that such vendors may have the ability to alter the terms of such licenses so as to make the provision of Interliant Services by the Service Provider commercially unreasonable. Should any third party licenses upon which the Service Provider relies to provide the Interliant Services to the Customer materially change during the Term of a Service Order, the Service Provider may notify the Customer of such change and provide the Customer with a corresponding change in the description of service and pricing for each affected Service Order ("Licensing Change Notice"). If the Customer wishes to continue purchasing Interliant Services under such altered description of service and pricing or if the Customer fails to respond to the Licensing Change Notice within 10 days, such Service Order will be deemed to be amended to reflect the new description of service and pricing and shall continue, uninterrupted, pursuant to the Term of that Service Order. If the Customer does not wish to purchase the Interliant Services as so described and priced and the Customer provides 10 days written notice to the Service Provider of its decision not to do so,then the Service Order shall automatically terminate on the eleventh day following the Licensing Change Notice. 4.9 Customer acknowledges that, in order to make use of the overdue amountInterliant Services, whether before or after judgmentit may need to procure certain software licenses, hardware, and other items not provided by Interliant as part of the Interliant Services. The Customer shall pay the interest together be solely financially responsible for any and all costs associated with the overdue amountsuch items. 9.7 The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer.

CHARGES AND PAYMENT. 9.1 The price for Equipment Goods: (a) shall be the price set out in the Order, in accordance with Schedule 1 or otherwise, if no price is quoted, the price set out in the Supplier's published price list as at the date of the order; and (b) shall, unless otherwise stated in the Order, be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer. 9.2 The charges for Services shall shall, unless otherwise stated in the Order or Schedule 2, be calculated on a time and materials basis: (a) the charges shall be calculated in accordance with Service Providerthe Supplier's Standard Daily Fee Ratedaily fee rates, as set out in the Order, in Schedule 2 or, if no price is quoted, the price set out in the Supplier's published price list as at the date of the order; (b) Service Providerthe Supplier's Standard Daily Fee Rate daily fee rates for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Daysas set out in Schedule 2; (c) Service Provider shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day Supplier shall, unless otherwise specified in the Order or for any time worked by individuals whom it engages on the Services outside the hours referred to set out in clause 9.2(b); and d) Service Provider shall Schedule 2, be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider the Supplier engages in connection with the Services including, but not limited to, including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider the Supplier for the performance of the Services, and for the cost of any materials. 9.3 Service Provider The Supplier reserves the right to: (a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once Services on an annual basis with effect from each anniversary of the Commencement Date in any 12 line with the percentage increase in the Retail Prices Index in the preceding 12- month period. Service Provider will give period and the Customer written notice of any first such increase 2 (two) months before shall take effect on the proposed date first anniversary of the increase. If such Commencement Date and shall be based on the latest available figure for the percentage increase is not acceptable to in the Customer, it shall notify Service Provider in writing within 4 Retail Prices Index; (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the EquipmentGoods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment Goods to Service Provider the Supplier that is due to: (i) any factor beyond the control of Service Provider the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment Goods ordered, or the Equipment Goods Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment Goods or failure of the Customer to give Service Provider the Supplier adequate or accurate information or instructions in respect of the EquipmentGoods. 9.4 In respect of EquipmentGoods, Service Provider the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of ServicesServices and unless otherwise agreed or paid in advance, Service Provider the Supplier shall invoice the Customer as follows: a) in relation to telephone line rental: monthly quarterly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 The Customer shall pay each invoice submitted by Service Provider the Supplier: (a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by direct debit the Supplier and confirmed in writing to the Customer; and (b) in full and in cleared funds to a bank account nominated in writing by Service Providerthe Supplier, and and (c) time for payment shall be of the essence of this Agreement. the Contract. 9.6 All amounts payable by the Customer under this Agreement 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 this Agreement the Contract by Service Provider the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Providerthe Supplier, pay to Service Provider the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment Goods at the same time as payment is due for the supply of the Services or EquipmentGoods. 9.6 9.7 If the Customer fails to make any a payment due to Service Provider the Supplier under this Agreement the Contract by the due date for paymentdate, then then, without limiting the Supplier's remedies under clause 14 (Termination), the Customer shall pay interest on the overdue amount sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.7 will accrue each day at the rate of 4% per annum a year above Lloyds the Bank plcof England's base rate from time to time. Such interest shall accrue on , but at 4% a daily basis from the due date until actual payment of the overdue amount, whether before year for any period when that base rate is at or after judgment. The Customer shall pay the interest together with the overdue amountbelow 0%. 9.7 The Customer shall pay all 9.8 All amounts due under this Agreement the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding except (other than any deduction or withholding of tax as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer).

CHARGES AND PAYMENT. 9.1 The price for Equipment shall be the price set out in the Order. The price of the Equipment is inclusive of all costs and charges of packaging, insurance, transport of the Equipment, which shall be paid by the Customer when it pays for the Equipment. 9.2 The charges for Services shall be on a time and materials basis: (a) the charges shall be calculated in accordance with Service ProviderNomis's Standard Daily Fee Rate; (b) Service ProviderNomis's Standard Daily Fee Rate for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; (c) Service Provider Nomis shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and (d) Service Provider Nomis shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider Nomis engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider Nomis for the performance of the Services, and for the cost of any materials. 9.3 Service Provider Nomis reserves the right to: (a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider Nomis will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider Nomis in writing within 4 (four) weeks of the date of Service ProviderNomis's notice and Service Provider Nomis shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and (b) increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider Nomis that is due to: (i) any factor beyond the control of Service Provider Nomis (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider Nomis adequate or accurate information or instructions in respect of the Equipment. 9.4 In respect of Equipment, Service Provider Nomis shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider Nomis shall invoice the Customer as follows: (a) in relation to telephone line rental: monthly in advance; (b) in relation to Internet Services: monthly in advance; and (c) in relation to phone call charges: monthly in arrears. 9.5 The Customer shall pay each invoice submitted by Service Provider by direct debit in full and in cleared funds to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement 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 this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment. 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds 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. 9.7 The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer.

CHARGES AND PAYMENT. 9.1 The price for Equipment Goods shall be the price set out in the OrderOrder or, if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods. 9.2 The charges for Services shall be on a time and materials basisbe: (a) as set out in the charges shall be calculated in accordance with Service Provider's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b)Order; and d(b) Service Provider the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence expenses and any associated expenses, and for the cost of services provided by third parties and required by Service Provider the Supplier for the performance of the Services, and for the cost of any materials. 9.3 Service Provider The Supplier reserves the right to: (a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the EquipmentGoods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment Goods to Service Provider the Supplier that is due to: (i) any factor beyond the control of Service Provider the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment Goods ordered, or the Equipment Goods Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment Goods or failure of the Customer to give Service Provider the Supplier adequate or accurate information or instructions in respect of the EquipmentGoods. 9.4 In respect of EquipmentGoods, Service Provider the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) shall be invoiced in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrearsaccordance with the terms of the Airtime Agreement. 9.5 The Customer shall pay each invoice submitted by Service Provider by direct debit in full and in cleared funds to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement 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 this Agreement the Contract by Service Provider the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Providerthe Supplier, pay to Service Provider the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment Goods at the same time as payment is due for the supply of the Services or EquipmentGoods. 9.6 If the Customer fails to make any payment due to Service Provider the Supplier under this Agreement 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 Lloyds Barclays Bank plcPLC'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. 9.7 The Customer shall pay all amounts due under this Agreement the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider the Supplier to the Customer.

CHARGES AND PAYMENT. 9.1 8.1 The price for Equipment shall be the price set out in the Order. 9.2 The charges for Services shall be on a time and materials basis: a) the charges shall be calculated in accordance with Service Provider's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider Supplier shall be entitled to charge the Price and any additional sum that becomes payable under the Contract by way of Customer instruction pursuant to clause 8.3 of this Contract. Where the Price is an overtime rate estimate, the Supplier shall be entitled to the final price confirmed by the Supplier to the Customer plus any additional sum that becomes payable under the Contract by way of 25% Customer instruction pursuant to clause 8.3 of this Contract. 8.2 To the standard daily fee rate on extent that the Supplier is required to engage a pro-rata basis for each part day or for any time worked by individuals whom it engages on third party in connection with the supply of Services outside the hours referred to in clause 9.2(b); and d) Service Provider Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider engages in connection with the Services including, third party including but not limited to, to travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services including materials provided by third parties and required by Service Provider the Supplier for the performance of the Services, and for the cost of any materials. 9.3 Service Provider 8.3 The Supplier reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the Equipment, Goods and/or Services by giving notice to the Customer at any time before delivery, delivery to reflect any increase in the cost of the Equipment Goods to Service Provider the Supplier that is due to: (ia) any factor beyond the control of Service Provider the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (iib) any request by the Customer to change the delivery date(s), quantities or types of Equipment Goods and/or Services ordered, or the Equipment Goods Specification; or (iiic) any delay caused by any instructions of the Customer in respect of the Equipment Goods or failure of the Customer to give Service Provider the Supplier adequate or accurate information or instructions in respect of the EquipmentGoods. 9.4 8.4 In respect of Equipment, Service Provider shall invoice Goods and/or Services the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 The Customer shall pay each invoice submitted by Service Provider by direct debit the Price to the Supplier in full and in cleared funds to a bank account nominated in writing by Service Provider, accordance with the Order and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement 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 this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or EquipmentContract. 9.6 8.5 If the Customer fails to make any payment due to Service Provider the Supplier under this Agreement the Contract by the due date for paymentpayment then: (a) in respect of Goods and/or Services, then the Customer shall pay interest on the overdue amount at the rate of 48% per annum above Lloyds Bank plcof England'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. Interest under this clause 8.5 shall be a debt due from the Customer to the Supplier; and/or (b) without limiting its other rights or remedies, the Supplier may withhold the supply of Goods and/or Services referred to in the Order; and/or (c) without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment. 9.7 8.6 Only in circumstances where the Housing Grants, Construction and Regeneration Act 1996 (as amended) applies to the supply of Goods and Services then the due date for payment of the Price shall be the date(s) stated in the Order and the final date for payment of the Price and/or instalment (as the case may be), shall be 5 Business Days following the due date for payment. The Customer shall, not later than 2 Business days after the due date for payment, give to the Supplier a written notice (a ‘Payment Notice’) specifying the amount which the Client considers to have been due at the due date for payment and the basis on which that sum is calculated and shall pay the amount proposed no later than the final date for payment. If the Customer does not give a Payment Notice in accordance with this clause 8.6 then the amount of the relevant payment shall be the sum stated as due in the Order. Where the Customer intends to pay less than the amount stated as due under the Payment Notice or the sum stated as due in the Order (as the case may be) then the Customer must not later than 6 business days before the final date for payment give written notice to the Supplier (a ‘Pay Less Notice’) to that effect stating the amount or amounts the Customer considers to be due on the date the Pay Less Notice is serviced and the basis on which the amount or amounts are calculated. In relation to the giving of notices under this clause 8.6 it is immaterial that the amount considered to be due may be zero. 8.7 The Customer shall pay all amounts due under this Agreement the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider the Supplier to the Customer.

CHARGES AND PAYMENT. 9.1 The price for Equipment 8.1 In consideration of the provision of the Services by the Supplier, the Customer shall be pay the price set out in the OrderCharges. 9.2 The charges for Services shall be 8.2 Where the Charges are calculated on a time and materials basis: (a) the charges shall be calculated in accordance with Service ProviderSupplier's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate daily fee rates for each individual person as set out in Error! Reference source not found. are calculated on the basis of on an eight-hour day from 9.00 am to 5.00 pm day, worked on during Business DaysHours; c(b) Service Provider the Supplier shall not be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-pro rata basis for each part day or for any time days worked by individuals the Supplier's team during Business Hours, unless it has the Customer's prior written consent to do so; (c) the Supplier shall ensure that every individual whom it engages on the Services outside completes time sheets to record time spent on the hours referred to Services, and the Supplier shall indicate the time spent per individual in clause 9.2(b); andits invoices. d) Service Provider 8.3 The Charges shall exclude the following costs which shall be entitled to charge payable by the Customer for monthly in arrears, subject to submission of an appropriate invoice: (a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Service Provider 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 cost of services provided by third parties and required by Service Provider for the performance of the Services, and for the cost of any materials. 9.3 Service Provider reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and (b) increase the price cost to the Supplier of any materials or services procured by the Supplier from third parties for the provision of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase Services as such items and their cost are specified in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request Schedule 1 or approved by the Customer in advance from time to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipmenttime. 9.4 In respect of Equipment, Service Provider 8.4 The Supplier shall invoice the Customer on or for the Charges at any time after completion of deliverythe intervals specified in Schedule 1. In respect of ServicesIf no intervals are specified, Service Provider the Supplier shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrearsat the end of each month for Services performed during that month. 9.5 8.5 The Customer shall pay each undisputed invoice submitted to it by Service Provider by direct debit in full and in cleared funds the Supplier within 30 days of receipt to a bank account nominated in writing by Service Provider, the Supplier. 8.6 If the Customer receives an invoice which it reasonably believes includes a sum which is not valid and time properly due: (a) the Customer shall notify the Supplier in writing as soon as reasonably practicable; (b) the Customer's failure to pay the disputed Charges shall not be deemed to be a breach of this agreement; (c) the Customer shall pay the balance of the invoice which is not in dispute by the due date for payment shall be of the essence of this Agreement. All amounts payable by invoice; (d) to the extent that the Customer under this Agreement are exclusive is obliged, following resolution of amounts the dispute, to pay an amount, then the Supplier may charge interest in respect accordance with clause 8.7 (Interest on late payments) from the original due date until the date of value added tax chargeable from time payment; (e) to time (VAT). Where any taxable supply for VAT purposes the extent that the Supplier is made under this Agreement by Service Provider obliged to refund an amount to the Customer, interest shall be added to that amount in accordance with clause 8.7 (Interest on late payments); and (f) once the Customer shalldispute has been resolved, on receipt of where either party is required to make a valid VAT invoice from Service Providerbalancing payment, pay it shall do so within ten (10) Business Days and, where the Supplier is required to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipmentissue a credit note, it shall do so within ten (10) Business Days. 9.6 8.7 If the Customer fails to make any a payment due to Service Provider the Supplier under this Agreement agreement by the due date for paymentdate, then then, without limiting the Supplier's remedies under clause 15 (Termination), the Customer shall pay interest on the overdue amount sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.7 will accrue each day at the rate of 4% per annum a year above Lloyds the Bank plcof England's base rate from time to time. Such interest shall accrue on , but at 4% a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. year for any period when that base rate is below 0%. 8.8 The Customer shall pay the interest together with the overdue amount. 9.7 The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider may, at any time, without limiting its other rights or remediesnotice to the Supplier, set off any amount owing liability of the Supplier to it by the Customer against any amount payable by Service Provider liability of the Customer to the CustomerSupplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.

CHARGES AND PAYMENT. 9.1 The price Customer shall pay the Additional Service Fees (where relevant) and the Subscription Fees to the Supplier for Equipment shall be the price set out Tasks in the Orderaccordance with this clause 9 and Schedule 2. 9.2 The charges for Services Customer shall, on the Effective Date, provide to the Supplier an approved purchase order with information that is acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details. The Customer shall be on a time invoiced monthly for the Subscription Fees (and materials basiswhere relevant, the Additional Service Fees) and the Customer shall pay each undisputed invoice within 30 days after the date of such invoice. 9.3 The SoW Charges shall be as set out in accordance with the agreed rates as detailed in Schedule 2. 9.4 The SoW Charges exclude the following, which shall be payable by the Customer monthly in arrears, following submission of an appropriate invoice: (a) the charges shall be calculated in accordance with Service Provider's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate cost to the Supplier of any materials or services procured by the Supplier from third parties for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider shall be entitled to charge an overtime rate of 25% provision of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Professional Services outside the hours referred to in clause 9.2(b); and d) Service Provider shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence as such items and any associated expenses, and for the their cost of services provided by third parties and required by Service Provider for the performance of the Services, and for the cost of any materials. 9.3 Service Provider reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request are approved by the Customer in advance from time to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipmenttime. 9.4 In respect of Equipment, Service Provider 9.5 The Supplier shall invoice the Customer on or for the SoW Charges at any time after completion the intervals specified in the Statement of deliveryWork. In respect of ServicesIf no intervals are so specified, Service Provider the Supplier shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrearsat the end of each month for Professional Services performed during that month. 9.5 The 9.6 Unless stated otherwise in a Statement of Work the Customer shall pay each invoice submitted to it by Service Provider by direct debit in full and in cleared funds the Supplier within 30 days of receipt to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement are exclusive of amounts in respect of value added tax chargeable Supplier from time to time time. 9.7 If the Supplier has not received payment within 30 days after the due date of an undisputed invoices, and without prejudice to any other rights and remedies of the Supplier: (VAT). Where any taxable supply for VAT purposes is made under this Agreement by Service Provider a) Subject to providing the Customer with 10 days notice the Supplier may, without liability to the Customer, disable the Customer shallCustomer's password, on receipt of a valid VAT invoice from Service Provider, pay account and access to Service Provider such additional amounts in respect of VAT as are chargeable on the supply all or part of the Services and/or suspend provision of the Professional Services and the Supplier shall be under no obligation to provide any or Equipment at the same time as payment is due for the supply all of the Services or Equipment.while the invoice(s) concerned remain unpaid; and 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank plc's base rate from time to time. Such (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until actual payment of the overdue amountfully paid, whether before or after judgment. 9.8 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 13.3(b) and non-cancellable and non-refundable. (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 9.9 The Supplier will provide the Customer a monthly report indicating the number of forecasted Tasks and the Customer’s actual use. If, at any time whilst using the Services, the Customer exceeds the forecasted number of Tasks and/or utilises its allocation, the Supplier shall, in the event of continual over-use, notify the Customer of the additional cost relating to such over-use. The parties shall enter into good faith discussions to manage the Customer’s over-use of Tasks and the Customer shall pay have the interest together with option to settle the overdue amountSupplier’s invoice for the over-usage or, purchase additional Tasks. The Supplier shall further have the right to invoice the Customer quarterly, as opposed to annually. 9.7 9.10 The Customer Supplier shall pay all amounts due under this Agreement be entitled to reasonably increase the Fee’s outlined in full without any set-offSchedule 2, counterclaimat the start of each Renewal Period , deduction or withholding except as required by law. Service Provider mayincluding in line with RPI, without limiting its other rights or remedies, set off any amount owing to it by and upon providing the Customer against any amount payable by Service Provider with 120 day’s prior notice. Schedule 2 shall be deemed to the Customerhave been amended accordingly.

CHARGES AND PAYMENT. 9.1 11.1 The price charges for Equipment shall be the price set out in the OrderProject Document and shall be exclusive of all costs and charges of packaging, insurance, transport of the Equipment, which shall be invoiced to the Customer. 9.2 11.2 The charges for Services shall be on a time the price set out in the Project Document and materials basisor as otherwise notified to the customer in writing: a) 11.2.1 the charges shall be calculated in accordance with Service Provider's Standard Daily Fee RateClever Association’s daily fee rates; b) Service Provider's Standard Daily Fee Rate 11.2.2 Clever Association’s daily fee rates for each individual person are calculated on the basis of an eight-hour day from 9.00 8.30 am to 5.00 pm worked on Business Days; c) Service Provider 11.2.3 Clever Association shall be entitled to charge an overtime rate of 25150% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b)11.2.2; and d) Service Provider 11.2.4 Clever Association shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider Clever Association engages in connection with the Services includingServices, but not limited to, including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider Clever Association for the performance of the Services, and for the cost of any materials. 9.3 Service Provider 11.3 Clever Association reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) 11.3.1 increase the price of the Equipment, Equipment by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider Clever Association that is due to: (i) 11.3.1.1 any factor beyond the control of Service Provider Clever Association (including foreign exchange fluctuations, increases in taxes and duties, manufacturer increases and increases in labour, materials labour and other manufacturing costsmaterials); (ii) 11.3.1.2 any request by the Customer to change the delivery date(s), quantities or types of Equipment or Services ordered, or the Equipment Specificationany relevant specification; or (iii) 11.3.1.3 any delay caused by any inadequate or incorrect instructions of provided by the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipment. 9.4 In respect of Equipment, Service Provider shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 11.4 The Customer shall pay each invoice submitted by Service Provider by direct debit Clever Association: 11.4.1 within 30 days of the date of invoice or such other payment terms specified in full and in cleared funds the invoice; and 11.4.2 via bank transfer to a Clever Association’s bank account nominated specified in writing by Service Providerthe invoice, and time for payment shall be of the essence of this Agreement. the Contract. 11.5 All amounts payable by the Customer under this Agreement the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT)) which shall be added to the charges when invoiced. Where the Construction Industry Scheme rules apply, Clever Association has “Gross Status” for the purposes of the CIS Rules and accordingly the Customer shall not be permitted to make any taxable supply deductions for VAT purposes tax from Clever Association’s invoices. 11.6 If the Customer notifies Clever Association that no VAT, or a reduced rate of VAT, is made under this Agreement by Service Provider to the Customerpayable in respect of an invoice, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts assumes all liability in respect of such VAT as are chargeable on the supply assessment. The Customer will indemnify (reimburse) Clever Association in respect of the Services or Equipment at the same time as payment any additional VAT payments it is due for the supply of the Services or Equipmentrequired to make by HM Revenue & Customs in relation to such invoice. 9.6 11.7 If the Customer fails to make any a payment due to Service Provider Clever Association under this Agreement the Contract by the due date for paymentdate, then then, without limiting Clever Association’s remedies under clause 17 (Termination), the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank plc's base rate from time to time. Such interest shall accrue on a daily basis sum from the due date until actual payment of the overdue amountsum, whether before or after judgment. The Customer shall pay Interest under this clause 11.6 will accrue each day at 4% a year above the interest together with the overdue amountBank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. 9.7 The Customer 11.8 If Clever Association agrees to the retention of any sums payable under the Contract (which shall pay all be specified in the Project Document), such sums can only be retained until the earlier of: 11.8.1 twelve (12) months after the date of handover, as described in clause 8; and 11.8.2 until any outstanding issues relating to the Equipment and/or the Services have been addressed. 11.9 All amounts due under this Agreement the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding except (other than any deduction or withholding of tax as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer).

CHARGES AND PAYMENT. 9.1 The price for Equipment In consideration of the provision of the Goods and/or Services by the Supplier, the Customer shall be pay the price set out in the OrderSoW Charges. 9.2 The charges for Services amount of the SoW Charges shall be on as set out in a time and materials basisStatement of Work. 9.3 The SoW Charges exclude the following, which shall be payable by the Customer monthly in arrears, following submission of an appropriate invoice: (a) the charges shall be calculated in accordance with Service Provider's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate for each individual person are calculated on the basis cost of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for hotel, subsistence, travelling and any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and d) Service Provider shall be entitled to charge the Customer for any other ancillary expenses reasonably incurred by the Supplier or by individuals whom Service Provider the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for delivery of the cost of services provided by third parties and required by Service Provider for the performance Goods and/or provision of the Services, and for ; (b) the cost of any materials. 9.3 Service Provider reserves transport, courier, postal or other delivery services required in connection with the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date provision of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs)Goods and/or Services; (iic) the cost to the Supplier of any request materials or services procured by the Supplier from third parties required for the provision of the Goods and/or Services, where such items and their cost are approved by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipment. 9.4 In respect of Equipment, Service Provider shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and (d) any other additional costs that were reasonably unforeseen at the date the Statement of Work was agreed and which shall be addressed by way of a Change Order in accordance with clause 8 above. 9.4 The Supplier shall invoice the Customer for the SoW Charges at the sooner of: (a) the intervals specified, or on the achievement of the Milestones indicated, in the Statement of Work; or (b) if no intervals or Milestones are specified, at the end of each calendar month; or (c) in relation to phone call charges: monthly in arrearson completion of the delivery of the Goods and/or performance of the Services under the Statement of Work. 9.5 The Unless expressly agreed to the contrary in a relevant Statement of Work, the Customer shall pay each invoice submitted to it by Service Provider the Supplier, by direct debit in full and in cleared funds transfer within 30 (thirty) days of the date of the invoice to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement are exclusive of amounts in respect of value added tax chargeable Supplier from time to time (VAT). Where any taxable supply for VAT purposes is made under this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipmenttime. 9.6 If Without prejudice to any other right or remedy that it may have, if the Customer fails to make pay the Supplier any payment sum due to Service Provider under this Agreement by on the due date for payment, then date: (a) the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank plc's the base rate of Barclays Bank Plc 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; and (b) the Supplier may suspend part or all of the delivery of the Goods and/or performance of the Services until payment has been made in full. 9.7 The All sums payable to the Supplier under this Agreement: (a) are exclusive of VAT, and the Customer shall in addition pay all amounts due under this Agreement 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 except (other than any deduction or withholding of tax as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer).

CHARGES AND PAYMENT. 9.1 The price for Equipment Goods shall be the price set out in the Order or, if no price is quoted, the price set out in Insta’s published price list as at the date of delivery. Unless stated to the contrary in an Order, the price shall be inclusive of all costs and charges of packaging, insurance and transport of the Goods. 9.2 The charges for Services shall be on a time and materials basisas specified in the Order: a) 9.2.1 if no price is quoted in the Order the charges set out in the most recent written notification by Insta to the Customer at the date of delivery shall be calculated in accordance with Service Provider's Standard Daily Fee Rateapply; b) Service Provider's Standard Daily Fee Rate for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider 9.2.2 Insta shall be entitled to charge an overtime rate of 25% 150 per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred of 8.00am – 5pm Monday to in clause 9.2(bFriday (excluding bank holidays); and d) Service Provider 9.2.3 Insta shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider Insta engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider Insta for the performance of the Services, and for the cost of any materials. 9.3 Service Provider Except in the case of one-off provision of Goods and/ or Services, Insta reserves the right to: a) 9.3.1 increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give Insta gives the Customer written notice of any such increase 2 (two) months 1 month before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) 9.3.2 increase the price of the EquipmentGoods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment Goods to Service Provider Insta that is due to: (ia) any factor beyond the control of Service Provider Insta (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other logistical or manufacturing costs); (iib) any request by the Customer to change the delivery date(s), quantities or types of Equipment Goods ordered, or the Equipment Goods Specification; or (iiic) any delay caused by any instructions of the Customer in respect of the Equipment Goods or failure of the Customer to give Service Provider Insta adequate or accurate information or instructions in respect of the EquipmentGoods. 9.4 In respect of EquipmentGoods and Services, Service Provider Insta shall invoice the Customer on or at any time after completion of deliverydelivery of Goods or Completion of Services subject to an agreed credit limit and account terms having been set up. In respect all other cases payment is required either on a pro forma basis or on completion of delivery of Goods or completion of the Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 The Customer shall pay each invoice submitted by Service Provider by direct debit Insta: 9.5.1 within the agreed credit terms and/or number of days stated on the invoice; and 9.5.2 in full and in cleared funds to a bank account nominated in writing by Service ProviderInsta; or 9.5.3 in cash; or 9.5.4 in accordance with an Order or payment plan agreed in writing with Insta, and time for payment shall be of the essence of this Agreementthe Contract. For the avoidance of doubt, except in the case of cash, payment shall only be considered as received by Insta once the funds have cleared Insta’s nominated bank account 9.6 All amounts payable by the Customer under this Agreement 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 this Agreement the Contract by Service Provider Insta to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service ProviderInsta, pay to Service Provider Insta such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment Goods at the same time as payment is due for the supply of the Services or EquipmentGoods. 9.6 If 9.7 Without limiting any other right or remedy of Insta, if the Customer fails to make any payment due to Service Provider Insta under this Agreement the Contract by the due date for paymentpayment (Due Date), then Insta shall have the Customer shall pay right to charge interest on the overdue amount at the rate of 48% per cent per annum above Lloyds the then current Bank plcof England's base rate from time to time. Such interest shall accrue accruing on a daily basis from the due Due Date until the date until of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount, and compounding quarterly. 9.7 9.8 The Customer shall pay all amounts due under this Agreement the Contract in full without any set-off, counterclaim, deduction or withholding except as required by lawlaw and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Insta in order to justify withholding payment of any such amount in whole or in part. Service Provider Insta may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider Insta to the Customer.

CHARGES AND PAYMENT. 9.1 The price Icon will issue invoices for Equipment the Charges to the Customer in accordance with the provisions of the Schedules and Statement(s) of Work. Time for payment of the Charges shall be of the price set out essence in this Agreement. The Customer shall pay the Charges to Icon for the Services in accordance with this clause 6, subject to any other payment terms detailed in the Order. 9.2 The charges for Schedules, any PCD, or as otherwise agreed between the Parties. Where the Services shall be are provided on a time and time-and-materials basis: (a) the charges payable for the Services shall be calculated in accordance with Service ProviderIcon's Standard Daily Fee Ratestandard daily fee rates as amended from time to time; (b) Service ProviderIcon's Standard Daily Fee Rate for each individual person standard daily fee rates are calculated on the basis of an eight-eight- hour day from 9.00 worked between 8.00 am and 5.30 pm on weekdays (excluding weekends and public holidays). For the avoidance of doubt, unless otherwise agreed between the Parties, any hours worked in excess of 5 hours shall constitute a full day's work and be charged at the applicable Day Rate, work up to 5.00 pm worked on Business Days5 hours shall be charged at ½ the applicable Day Rate then in force. Icon may, at its discretion, waive fees for certain work completed in under 1 ½ hours, provided that even in the event of such a waiver, where such waived time over a 3 month period cumulatively totals more than 5 hours, Icon may make an appropriate charge for such works at its then applicable Day Rates; (c) Service Provider Icon shall be entitled to charge at an overtime rate of 25150% of the standard daily fee normal rate on a pro-rata basis for each part day or days and for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b)condition 6(b) on a pro-rata basis; (d) Icon shall use such time sheets to calculate the charges covered by each monthly invoice; and d(e) Service Provider shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider for the performance of the Services, and for the cost of any materials. 9.3 Service Provider reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipment. 9.4 In respect of Equipment, Service Provider Icon shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; barrears for its charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 The Customer shall pay each invoice submitted by Service Provider by direct debit in full and in cleared funds to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreementclause 6. All amounts payable If requested by the Customer under this Agreement are exclusive of amounts in respect of value added tax chargeable from each invoice shall set out the time to time (VAT). Where any taxable supply for VAT purposes is made under this Agreement spent by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply each member of the Services or Equipment at the same time as payment is due for the supply Icon team and provide a detailed breakdown of the Services or Equipment. 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement expenses and materials, accompanied by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds 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 amountrelevant receipts. 9.7 The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer.

CHARGES AND PAYMENT. 9.1 The price for Equipment Goods: (a) shall be the price set out in the OrderOrder or, if no price is quoted, the price set out in the Supplier's published price list as at the date of collection or delivery of the Goods; (b) shall be reduced by any Deposit already paid; (c) shall be exclusive of all transport costs of delivering the Goods (if appropriate), which shall be invoiced to the Customer separately; and (d) subject always to clause 10, may, subject to the Supplier agreeing an allowance (to be determined solely by the Supplier) for a Used Vehicle to be given in part exchange, be reduced by the allowance agreed for that Used Vehicle. 9.2 The price for the Parts shall be as set out in the Part’s Centre. 9.3 The charges for Services shall be on a time and materials basis:as set out in the Service Specification. a) 9.4 In addition the charges shall be calculated in accordance with Service Provider's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and d) Service Provider Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider 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 cost of services provided by third parties and required by Service Provider the Supplier for the performance of the Services, and for the cost of any materials. 9.3 Service Provider 9.5 The Supplier reserves the right to: (a) increase its Standard Daily Fee Rate for the charges for the ServicesServices at any time on notice to the Customer and the charges will be reviewed on an annual basis with effect from each anniversary of the Commencement Date, provided that such charges cannot be increased from time to time prices may change more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 a year. (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the EquipmentGoods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment Goods to Service Provider the Supplier that is due to: (i) any factor beyond the control of Service Provider the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment Goods ordered, or the Equipment Vehicle Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment Goods or failure of the Customer to give Service Provider the Supplier adequate or accurate information or instructions in respect of the EquipmentGoods. 9.4 9.6 In respect of EquipmentGoods, Service Provider the Supplier shall (unless otherwise agreed with the Customer) invoice the Customer on prior to collection or at any time after completion of delivery. In respect of Services, Service Provider the Supplier shall invoice the Customer as follows: a(unless otherwise agreed with the Customer) in relation to telephone line rental: monthly in advance; b) in relation to Internet on completion of the Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 9.7 In respect of Parts the Customer shall pay for them at the time of the online Order. 9.8 The Customer shall pay each invoice submitted by Service Provider the Supplier: (a) before collection or delivery or, if otherwise agreed, in accordance with any credit terms agreed by direct debit the Supplier and confirmed in writing to the Customer; and (b) in full and in cleared funds to a bank account nominated in writing by Service Providerthe Supplier, and time for payment shall be of the essence of this Agreement. the Contract. 9.9 All amounts payable by the Customer under this Agreement 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 this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment. 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds 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. 9.7 The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer."

CHARGES AND PAYMENT. 9.1 The price for Equipment 3.1 In consideration of the provision of any Consultancy Services by VCG, the Customer shall be pay the price set out Charges therefor, as detailed in the Orderapplicable Proposal. 9.2 3.2 The charges Proposal shall specify whether the Charges for any Consultancy Services shall be calculated on a time and materials basis or on a fixed price basis. Where the Proposal does not specify this, then the Charges shall be calculated on a time and materials basis. 3.3 Where Charges for Consultancy Services are to be calculated on a time and materials basis: a) the charges shall be calculated in accordance with Service Provider3.3.1 VCG's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate Rates for each individual person shall be as set out in the applicable Proposal, or where no daily fee rates are specified in the applicable Proposal then VCG's then current standard Daily Fee Rates (details of which are available from VCG on request); 3.3.2 unless expressly stated otherwise, VCG's Daily Fee Rates shall be calculated on the basis of an eight-a 7.5 hour day from 9.00 am to 5.00 pm day, worked during Business Hours; 3.3.3 VCG shall charge for part days worked on Business Daysa pro-rata basis rounded up to the nearest hour; c) Service Provider 3.3.4 VCG shall be entitled to charge an overtime out of hours rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages to perform Consultancy Services outside Business Hours, in accordance with the applicable Daily Fees Rates (our of hours rate table); 3.3.5 VCG shall ensure that every individual whom it engages on the Consultancy Services outside completes time sheets to record time spent on the hours referred to Consultancy Services, and VCG shall indicate the time spent per individual in clause 9.2(b)its invoices; and d) Service Provider 3.3.6 unless expressly agreed otherwise VCG shall be entitled to charge raise an invoice in respect of any work undertaken in any month at (or at any time after) the end of the month in question. 3.4 Where Charges for Consultancy Services are to be calculated on a fixed price basis, the amount of those Charges shall be as set out in the applicable Proposal and VCG shall be entitled to raise an invoice for those Charges at such time or on such dates or (if applicable) on the achievement of such milestones, as may be stipulated in the Proposal, or (if no such dates or payment terms are stipulated or agreed) in advance of performance of the relevant Consultancy Services. 3.5 Unless expressly stated otherwise, all Charges for Consultancy Services exclude the following, which shall be payable by the Customer for monthly in arrears, following submission of an appropriate invoice: 3.5.1 the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Service Provider VCG engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider for the performance of the Consultancy Services, and for the cost of any materials. 9.3 Service Provider reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase 3.5.2 the price cost to VCG of any materials or services procured by VCG from third parties for the provision of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase Consultancy Services as such items and their cost are set out in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request Proposal or approved by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipment. 9.4 In respect of Equipment, Service Provider shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 The Customer shall pay each invoice submitted by Service Provider by direct debit in full and in cleared funds to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (VATsuch approval not to be unreasonably withheld). Where . 4.1 If under any taxable supply for VAT purposes is made under this Agreement by Service Provider Proposal, VCG agrees to make available to the Customer a stated amount (e.g. by value or by number of hours) of labour to be used in providing Consultancy Services (or similar or other services) over a stated period of time ("Pre-purchased Services") then (subject to paragraph 4.2) it is the Customer's responsibility to ensure that it utilises those Pre-purchased Services within the stated time period. 4.2 The Customer must give VCG reasonable prior notice of its requirements to use Pre-purchased Services for any particular purpose(s) and VCG will then use its reasonable endeavours to undertake the requested work as soon as reasonably possible, or within agreed timeframes. 4.3 Unless VCG (in its absolute discretion) agrees otherwise in writing, Pre- purchased Services which have not been used within the Customer shallrelevant time period, on receipt of a valid VAT invoice from Service Provider, pay cannot be carried forward to Service Provider such additional amounts be used in later periods and no refund will be given in respect of VAT as are chargeable on unused Pre-purchased Services. 4.4 If VCG (in its absolute discretion) agrees that Pre-purchased Services may be used following the supply expiry of the Services or Equipment at the same originally agreed time as payment is due for the supply of the Services or Equipment. 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement by the due date for paymentperiod, then VCG reserves the Customer shall pay interest on right to increase any applicable day-rate(s)/ charges to reflect any increases in inflation and/ or costs of procuring labour since the overdue amount at the rate of 4% per annum above Lloyds 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 amountday-rates/ charges were first agreed. 9.7 The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer.

CHARGES AND PAYMENT. 9.1 The price 8.1 For Paid Subscriptions, the Customer shall pay the Fees to Orchestra for Equipment shall be the price set out in the Order. 9.2 The charges for Services shall be on a time and materials basis: a) the charges shall be calculated Subscription in accordance with Service Provider's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and d) Service Provider shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider for the performance of the Services, and for the cost of any materialsOrder Form. 9.3 Service Provider reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipment. 9.4 In respect of Equipment, Service Provider shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 8.2 The Customer shall pay each invoice submitted by Service Provider by direct debit in full and in cleared funds to a bank account nominated in writing by Service Providerwithin 30 (thirty) days after the date of such invoice (the Payment Period), unless otherwise stated on the Order Form. 8.3 If Orchestra has not received payment within the Payment Period, and time for payment shall be without prejudice to any other rights and remedies of the essence of this Agreement. All amounts payable by the Customer under this Agreement are exclusive of amounts in respect of value added tax chargeable from time to time Orchestra: (VAT). Where any taxable supply for VAT purposes is made under this Agreement by Service Provider a) Orchestra may, without liability to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply immediately suspend all or part of the Services and Orchestra shall be under no obligation to provide any or Equipment at the same time as payment is due for the supply all of the Services or Equipment.while the invoice(s) concerned remain unpaid; and 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank plc's base rate from time to time. Such (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% (four percent.) over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until actual payment of the overdue amountfully paid, whether before or after judgment. The . 8.4 All amounts and fees stated or referred to in this Agreement or the Order Form: (a) are, subject to clause 12.3(c), non-cancellable and non-refundable, expect as expressly provided otherwise herein; and (b) are exclusive of value added tax, which shall be added to Orchestra's invoice(s) at the appropriate rate. 8.5 If, at any time whilst subscribed to a Paid Subscription, the Customer exceeds the limit of Pipelines, Data Products, Authorised Users and/or Tasks specified on the Order Form, Orchestra shall charge the Customer, and the Customer shall be liable to pay such amounts as set out on the interest together with the overdue amountOrder Form. 9.7 The 8.6 If, at any time whilst using the Services, the Customer uses the Services outside of the applicable Fair Use Policy, Orchestra may charge the Customer, and the Customer shall be liable to pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except a sum as required determined by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing Orchestra but which shall be based on the then current rates for such overage. 8.7 Orchestra shall be entitled to it by increase the Customer against any amount payable by Service Provider Fees upon 90 (ninety) days' prior notice to the Customer.

CHARGES AND PAYMENT. 9.1 The price for Equipment Goods shall be the price set out in the OrderOrder or, if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods. 9.2 The charges for Services shall be on a time and materials basis: (a) the charges shall be calculated in accordance with Service Providerthe Supplier's Standard Daily Fee Ratestandard daily fee rates, as set out in the Order; (b) Service Providerthe Supplier's Standard Daily Fee Rate standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from 9.00 8.00 am to 5.00 pm worked on Business Days; (c) Service Provider the Supplier shall be entitled to charge an overtime rate of 25% 50 per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and (d) Service Provider the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider 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 cost of services provided by third parties and required by Service Provider the Supplier for the performance of the Services, and for the cost of any materials. 9.3 Service Provider The Supplier reserves the right to: (a) increase its Standard Daily Fee Rate standard daily fee rates for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider The Supplier will give the Customer written notice of any such increase 2 (two) 3 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider the Supplier in writing within 4 (four) 8 weeks of the date of Service Providerthe Supplier's notice and Service Provider the Supplier shall have the right without limiting its other rights or remedies to terminate this Agreement the Contract by giving 4 (four) weeks' written notice to the Customer; and (b) increase the price of the EquipmentGoods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment Goods to Service Provider the Supplier that is due to: (i) any factor beyond the control of Service Provider the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment Goods ordered, or the Equipment Goods Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment Goods or failure of the Customer to give Service Provider the Supplier adequate or accurate information or instructions in respect of the EquipmentGoods. 9.4 In respect of EquipmentGoods, Service Provider the Supplier shall issue a proforma invoice to the Customer following receipt of a Purchase Order. Customer orders will only be processed by Assentech when full payment of the proforma invoice has been paid. A 30 day credit term can sometimes be negotiated for repeat customers. The Supplier shall invoice the credit Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) arrears basis as agreed in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrearsthe original Contract. 9.5 The Customer shall pay each invoice submitted by Service Provider by direct debit the Supplier: (a) Proforma invoice customers must pay immediately before their order will be processed. Customers with a 30 day credit term must pay within the given timescale from date of invoice, (b) in full and in cleared funds to a bank account nominated in writing by Service Providerthe Supplier, and time for payment shall be of the essence of this Agreement. the Contract. 9.6 All amounts payable by the Customer under this Agreement 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 this Agreement the Contract by Service Provider the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Providerthe Supplier, pay to Service Provider the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment Goods at the same time as payment is due for the supply of the Services or EquipmentGoods. 9.6 9.7 If the Customer fails to make any payment due to Service Provider the Supplier under this Agreement the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 48% per annum above Lloyds Barclays Bank plcPLC'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. 9.7 9.8 The Customer shall pay all amounts due under this Agreement the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Service Provider The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider the Supplier to the Customer.

CHARGES AND PAYMENT. 9.1 12.1 The price for Equipment Customer shall be pay to the price set out in Supplier the Order. 9.2 The charges for Services shall be on a time and materials basis: a) the charges shall be calculated Charges in accordance with Service Provider's Standard Daily Fee Rate;this condition 12.1. b) Service Provider's Standard Daily Fee Rate for each individual person are calculated 12.2 If requested by the Supplier, the Customer shall on the basis of an eightEffective Date provide to the Supplier valid, up-hour day from 9.00 am to-date and complete credit card details or authorisation to 5.00 pm worked on Business Days;initiate a direct debit or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: c) Service Provider shall be entitled 12.2.1 its credit card details to charge an overtime rate of 25% the Supplier, the Customer hereby authorises the Supplier to bill such credit card for the Charges payable in respect of the standard daily fee rate on Initial Service Term in advance in accordance with the Contract. 12.2.2 its approved purchase order information to the Supplier, the Supplier shall invoice the Customer quarterly or annually in advance for the applicable Charges payable in accordance with the Contract and the Customer shall pay each invoice within 30 days of the date of such invoice. 12.2.3 its authorisation to initiate a pro-rata basis for each part day or for any time worked by individuals whom it engages direct debit on the Services outside the hours referred to in clause 9.2(b); and d) Service Provider shall be entitled to charge Customer's account, the Customer for any expenses reasonably incurred shall provide details of its bank account, including sort code, account number and account name and shall duly authorise the Supplier to collect the Charges in advance by the individuals whom Service Provider engages direct debit in connection accordance with the Services including, but Contract. 12.3 If the Supplier has not limited to, travelling expenses, hotel costs, subsistence and any associated expensesreceived payment within 14 days of the due date, and for the cost of services provided by third parties without prejudice to any other rights and required by Service Provider for the performance remedies of the Services, and for the cost of any materials. 9.3 Service Provider reserves the right toSupplier: a) increase its Standard Daily Fee Rate for 12.3.1 the charges for the ServicesSupplier may, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable without liability to the Customer, it shall notify Service Provider in writing within 4 (four) weeks disable the Customer’s Password, account and access to all or part of the date Services and the Supplier shall be under no obligation to provide any or all of Service Providerthe Services while the invoice(s) concerned remain unpaid; 12.3.2 the Supplier may, without liability to the Customer, exercise the Supplier's notice and Service Provider shall have rights in accordance with condition 5 hereof to acquire possession of the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to Equipment from the Customer; and b) increase the price of the Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to Service Provider that is due to: (i) any factor beyond the control of Service Provider (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Equipment or failure of the Customer to give Service Provider adequate or accurate information or instructions in respect of the Equipment. 9.4 In respect of Equipment, Service Provider shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 The Customer shall pay each invoice submitted by Service Provider by direct debit in full and in cleared funds to a bank account nominated in writing by Service Provider, and time for payment shall be of the essence of this Agreement. All amounts payable by the Customer under this Agreement 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 this Agreement by Service Provider to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Provider, pay to Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment at the same time as payment is due for the supply of the Services or Equipment. 9.6 If the Customer fails to make any payment due to Service Provider under this Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank plc's base rate from time to time. Such 12.3.3 interest shall accrue on a daily basis from on such due amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, commencing on the due date and continuing until actual payment of the overdue amountfully paid, whether before or after judgment. The . 12.4 All amounts and fees stated or referred to in these Terms: 12.4.1 shall be payable in pounds sterling; 12.4.2 are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 12.5 If at any time whilst using the Services, the Supplier deems that the Customer has exceeded the amount of storage space reasonably made available to the Customer within the Cloud, the Supplier reserves the right to charge the Customer and the Customer shall pay the interest together with Supplier's then current data storage fees, notified to the overdue amountCustomer by Supplier in writing from time to time. 9.7 The Customer 12.6 Thirty days before the expiry of the Initial Service Term or end of the Renewal Period (as defined in condition 16.1), the Supplier shall pay all amounts due under this Agreement in full without any set-offbe entitled to seek to increase the Service Fees and, counterclaim, deduction or withholding except as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by should the Customer against any amount payable by not agree to such an increase, the Contract shall terminate at the end of the Initial Service Provider to the CustomerTerm or Renewal Period (as appropriate).

CHARGES AND PAYMENT. 9.1 The price for Equipment Goods: 9.1.1 shall be the price set out in the OrderOrder or, if no price is quoted, the price set out in the Supplier's Goods Specification or Services Specification; and 9.1.2 shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer. 9.2 The charges for Services shall be on a time and materials basis: a) the charges shall be calculated in accordance with Service Provider's Standard Daily Fee Rate; b) Service Provider's Standard Daily Fee Rate for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days; c) Service Provider shall be entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and d) Service Provider Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Service Provider the Supplier engages in connection with the Services including, but not limited to, including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Service Provider the Supplier for the performance of the Services, and for the cost of any necessary materials 9.3 Notwithstanding the provisions of clause 9.1 above, where the Supplier charges the Customer for packaging, casks, skids and other materials and such packaging is returned to the Supplier in a good and reasonable condition (in the Supplier’s opinion) within 30 Business Days of the date of delivery of the Goods, the Supplier will deduct the cost of the packaging to the Customer. 9.3 Service Provider 9.4 The Supplier reserves the right to: a) increase its Standard Daily Fee Rate for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. Service Provider will give the Customer written notice of any such increase 2 (two) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Service Provider in writing within 4 (four) weeks of the date of Service Provider's notice and Service Provider shall have the right without limiting its other rights or remedies to terminate this Agreement by giving 4 (four) weeks' written notice to the Customer; and b) 9.4.1 increase the price of the EquipmentGoods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment Goods to Service Provider the Supplier that is due to: (ia) any factor beyond the control of Service Provider the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (iib) any request by the Customer to change the delivery date(s), quantities or types of Equipment Goods ordered, or the Equipment Goods Specification; or (iiic) any delay caused by any instructions of the Customer in respect of the Equipment Goods or failure of the Customer to give Service Provider the Supplier adequate or accurate information or instructions in respect of the EquipmentGoods. 9.4 9.5 In respect of EquipmentGoods, Service Provider the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Service Provider the Supplier shall invoice the Customer as follows: a) in relation to telephone line rental: monthly in advance; b) in relation to Internet on completion of the Services: monthly in advance; and c) in relation to phone call charges: monthly in arrears. 9.5 9.6 The Customer shall pay each invoice submitted by Service Provider by direct debit the Supplier: 9.6.1 within 30 days of the date of the invoice; and 9.6.2 in full and in cleared funds to a bank account nominated in writing by Service Providerthe Supplier, and time for payment shall be of the essence of this Agreement. the Contract. 9.7 All amounts payable by the Customer under this Agreement 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 this Agreement the Contract by Service Provider the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from Service Providerthe Supplier, pay to Service Provider the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Equipment Goods at the same time as payment is due for the supply of the Services or EquipmentGoods. 9.6 9.8 If the Customer fails to make any a payment due to Service Provider the Supplier under this Agreement the Contract by the due date for paymentdate, then then, without limiting the Supplier's remedies under clause 14 (Termination), the Customer shall pay interest on the overdue amount sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.8 will accrue each day at the rate of 4% per annum a year above Lloyds the Bank plcof England's base rate from time to time. Such interest shall accrue on , but at 4% 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 amountyear for any period when that base rate is below 0%. 9.7 The Customer shall pay all 9.9 All amounts due under this Agreement the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding except (other than any deduction or withholding of tax as required by law. Service Provider may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Service Provider to the Customer).