Common use of CHARGES AND PAYMENT Clause in Contracts

CHARGES AND PAYMENT. 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and Schedule 1. 9.2 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer for the Subscription Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices shall be payable by the Customer within 30 days of the date of the invoice. 9.4 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 the Supplier may, without liability to the Customer, disable the Customer‘s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 All amounts and fees stated or referred to in this agreement: 9.5.1 shall be payable in pounds sterling; 9.5.2 are, subject to clause 13.3.2, non-cancellable and non-refundable; 9.5.3 are exclusive of value added tax, which shall be added to the Supplier‘s invoice(s) at the appropriate rate. 9.6 The Supplier shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at any time upon 90 days’ prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 9.1 8.1. The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 8 and Schedule 1 [and the support fees in accordance with paragraphs 4.3 and 4.4 and Schedule 1]. 9.2 8.2. The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer monthly in arrears for the Subscription Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices shall be payable by and the Customer shall pay each invoice within 30 days of after the date of the such invoice. 9.4 8.3. If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 8.3.1. the Supplier may, without liability to the Customer, disable the Customer‘s Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 8.3.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 8.4. All amounts and fees stated or referred to in this agreement: 9.5.1 8.4.1. shall be payable in pounds sterling; 9.5.2 8.4.2. are, subject to clause 13.3.212.3.2, non-cancellable and non-refundable; 9.5.3 8.4.3. are exclusive of value added tax, which shall be added to the Supplier‘s Supplier's invoice(s) at the appropriate rate. 9.6 8.5. If, at any time whilst using the Services, the Customer wishes to increase the amount of disk storage space available to it, the Customer shall make a Service Request. If the Service Request is accepted by the Supplier, the Supplier shall charge the Customer, and the Customer shall pay the Supplier's increased data storage fees. The Supplier's data storage fees (which form part of the Subscription Fees) current as at the Effective Date are set out in Schedule 1. 8.6. The Supplier shall be entitled to increase the Subscription Fees and Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 3.3, the support fees payable pursuant to clause 4.3 and/or the excess storage fees payable pursuant to clause 8.5 at any time the start of each Renewal Period upon 90 days’ ' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 9.1 8.1 The Customer shall pay the Subscription Fees to the Supplier the Licence Fee (if any) for use of the User Subscriptions in accordance with this clause 9 and Schedule 1Software. 9.2 8.2 The Customer shall on or before the Effective Date provide pay to the Supplier approved purchase order information acceptable the Hosting Fee (if any) for the Hosting Services and the Maintenance Fee for the Support Services. 8.3 All amounts and fees due from the Customer shall be payable in pounds sterling and are exclusive of value added tax, which shall be added to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and Supplier's invoice(s) at the appropriate rate. 8.4 The Supplier shall invoice the Customer monthly on the first day of each month for: (a) the Hosting Fee and the Maintenance Fee (if any) for that month; (b) the Subscription Fees payable Licence Fee (if any) for that month; and (c) any other fees agreed from time to time to be paid to the Supplier (including fees in respect of the Subscription Term in accordance with Schedule 1optional file storage) for that month. 9.3 All invoices shall be 8.5 Each invoice is due and payable by the Customer within 30 days of the date of the invoice. 9.4 on presentation. If the Supplier has not received payment within 30 days by after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 the Supplier may, without liability to the Customer, disable the Customer‘s password, account and access to all or part of the Services and (a) the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; (b) the Supplier may, at its option, restrict or deny the Customer's access to the Software; and 9.4.2 (c) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Lloyds Bank PLC at the Bank of England from time to timedate the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 All amounts and fees stated or referred to in this agreement: 9.5.1 shall be payable in pounds sterling; 9.5.2 are, subject to clause 13.3.2, non-cancellable and non-refundable; 9.5.3 are exclusive of value added tax, which shall be added to the Supplier‘s invoice(s) at the appropriate rate. 9.6 8.6 The Supplier shall be entitled to increase the Subscription Fees and Licence Fee payable and/or the fees Hosting Fee payable in respect on each twelve month anniversary of the additional User Subscriptions purchased pursuant to clause 3.3 at any time Start Date upon 90 30 days’ prior notice to the Customer and Schedule 1 these Terms and Conditions of Use shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 9.1 8.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and Schedule 18. 9.2 The 8.2 Unless agreed otherwise in writing the Customer shall agree to pay in advance the total amount of charges applicable to your use of the Services in accordance with the payment method and payment cycle chosen on or before the Effective Date provide to website at the Supplier approved purchase order information acceptable to time of ordering. Time is of the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the essence. 8.3 The Supplier shall invoice the Customer for be entitled to increase the Subscription Fees payable in respect of by giving not less than 30 days’ prior notice to the Subscription Term in accordance with Schedule 1Customer. 9.3 All invoices shall be payable by the Customer within 30 days of the date of the invoice. 9.4 8.4 If the Supplier has not received payment of a relevant invoice within 30 days after of the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 (a) the Supplier may, without liability to the Customer, disable the Customer‘s Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of the Bank of England Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 8.5 All amounts and fees stated or referred to in this agreement: 9.5.1 (a) shall be payable in pounds sterling; 9.5.2 (b) are, subject to clause 13.3.212.4(b), non-cancellable and non-non- refundable; 9.5.3 (c) are exclusive of value added taxtax which, which where applicable, shall be added to the Supplier‘s Supplier's invoice(s) at the appropriate rate. 9.6 The Supplier rate and shall be entitled to increase payable by the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at any time upon 90 days’ prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordinglyCustomer.

CHARGES AND PAYMENT. 9.1 4.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions Sendmarc in accordance with the Order and this clause 9 and Schedule 17. 9.2 4.2 The Customer shall on or before the Effective Date provide to the Supplier Sendmarc valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier Sendmarc and any other relevant valid, up-to-date and complete contact and billing details and and, if the Supplier Customer provides: its credit card details to Sendmarc, the Customer hereby authorises Sendmarc to xxxx such credit card as specified in the Order; its approved purchase order information to Sendmarc, Sendmarc shall invoice the Customer for and the Subscription Fees payable in respect of the Subscription Term Customer shall pay each invoice in accordance with Schedule 1the Order. 9.3 All invoices shall be payable by the Customer within 30 days of the date of the invoice. 9.4 4.3 If the Supplier Sendmarc has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 the Supplier Sendmarc: Sendmarc may, without liability to the Customer, disable the Customer‘s password, Customer's account and access to all or part of the Services and the Supplier Sendmarc shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 and interest shall accrue on a daily monthly basis on such due amounts at an annual rate equal to 42% over the then current base lending rate of the Bank of England Prime Rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 4.4 All amounts and fees stated or referred to in this agreement: 9.5.1 the Agreement: shall be payable in pounds sterling; 9.5.2 are, subject to clause 13.3.2, currency represented on your invoice; are non-cancellable and non-refundable; 9.5.3 ; are exclusive of value value-added tax, which shall be added to the Supplier‘s invoice(s) at the appropriate rate. 9.6 The Supplier shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at any time upon 90 days’ prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 9.1 5.1. The Customer Client shall pay the Fees and the Subscription Fees to the Supplier Liveminds for the User Subscriptions Software and the Services (as appropriate) in accordance with this clause 9 5 and Schedule 1the Purchase Agreement. 9.2 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier 5.2. Liveminds shall invoice the Customer Client prior to the commencement of the Project for the Subscription Fees. 5.3. The Client shall pay each the invoice for the Subscription Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices shall be payable by the Customer within 30 14 days of after the date of the such invoice. 9.4 5.4. Liveminds shall invoice the Client prior to the commencement of the Project for 50% of the total payable for the Services specified in the Purchase Agreement. The Client shall pay the invoice immediately upon receipt of such invoice. 5.5. Liveminds shall invoice the Client following the completion of the Project for the remaining 50% of the total payable for the Services specified in the Purchase Agreement. The Client shall pay this invoice within 14 days after the date of such invoice. 5.6. If the Supplier Liveminds has not received payment of any invoice within 30 15 days after the due date, and without prejudice to any other rights and remedies of the SupplierLiveminds: 9.4.1 the Supplier 5.6.1. Liveminds may, without liability to the CustomerClient, disable the Customer‘s passwordClient’s and/or Authorised Users’ passwords, account and access to all or part of the Services Site and the Supplier Liveminds shall be under no obligation to provide any or all of the Services Software while the invoice(s) concerned remain unpaid; and 9.4.2 5.6.2. suspend the Services or any part of them; and 5.6.3. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 42.5% over the then current base lending rate of the Bank of England from time to timeat the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 5.7. All amounts and fees stated or referred to in this agreement: 9.5.1 5.7.1. shall be payable in pounds sterlingsterling or such other currency as may be agreed between the parties from time to time; 9.5.2 are, subject to clause 13.3.2, 5.7.2. are non-cancellable and non-refundable; 9.5.3 5.7.3. are exclusive of value added tax, which where applicable shall be added to the Supplier‘s Liveminds invoice(s) at the appropriate raterate (if any). 9.6 The Supplier shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at any time upon 90 days’ prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 9.1 8.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 8 and Schedule 1.A. 9.2 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer for the Subscription Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices shall be payable by the Customer within 30 days of the date of the invoice. 9.4 8.2 If the Supplier has not received payment within 30 thirty(30) days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 (a) the Supplier may, without liability to the Customer, disable the Customer‘s Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of the Bank of England AIB PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 8.3 All amounts and fees stated or referred to in this agreement: 9.5.1 (a) shall be payable in pounds sterlingthe currency specified in Schedule A; 9.5.2 (b) are, subject to clause 13.3.212.4(b), non-cancellable and non-refundable; 9.5.3 (c) are exclusive of value added tax, which shall be added to the Supplier‘s Supplier's invoice(s) at the appropriate rate. 9.6 8.4 The Supplier shall be entitled to increase the Subscription Fees and Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at any time the start of each Renewal Period upon 90 days’ ' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly. 8.5 The purchaser should retain a minimum of one SEAtS Software Certified System Administrator at all times. In the event that the purchaser fails to retain a certified person, the Supplier retains the right to increase the subscription amount by 20% annually pro rata per month of non-compliance with this clause.

CHARGES AND PAYMENT. 9.1 The Customer Client shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and Schedule 11 as soon as the Services have been provided and access to the System is available to the Client. 9.2 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer for the Subscription Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices shall be payable by the Customer within 30 days of the date of the invoice. 9.4 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 (a) the Supplier may, without liability to the CustomerClient, disable the Customer‘s Client’s password, account and access to all or part of the Services System and the Supplier shall be under no obligation to provide access to the System and any or all of the Services within the System while the invoice(s) concerned remain unpaid; and 9.4.2 (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of HSBC Bank plc in the Bank of England UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 9.3 All amounts and fees stated or referred to in this agreement: 9.5.1 (a) shall be payable in pounds sterling; 9.5.2 (b) are, subject to clause 13.3.213.3(b), non-cancellable and non-refundable; 9.5.3 (c) are exclusive of value added tax, which shall be added to the Supplier‘s Supplier's invoice(s) at the appropriate rate. 9.6 9.4 The Supplier shall be entitled to increase the Subscription Fees and Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 3.3, at any time the start of each anniversary of this agreement upon 90 days’ ' prior notice to the Customer Client and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 9.1 10.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 10 and Schedule 1 and the support fees in accordance with clause 5.4 and Schedule 1. 9.2 10.2 The Customer shall on or before the Effective Date provide to the Supplier valid, up-to-date and approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details details. The Customer shall provide: (a) its approved purchase order information to the Supplier, and the Supplier shall invoice the Customer Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term Term; and (ii) subject to clause 17.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in accordance with Schedule 1. 9.3 All invoices shall be payable by respect of the next Renewal Period; and the Customer shall pay each invoice within 30 days of after the date of the such invoice. 9.4 10.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 (a) the Supplier may, without liability to the Customer, disable the Customer‘s password, Customer's account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 (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 Barclays Bank, London from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 10.4 All amounts and fees stated or referred to in this agreement: 9.5.1 (a) shall be payable in pounds sterling; 9.5.2 (b) are, subject to clause 13.3.216.3(b), non-cancellable and non-refundable; 9.5.3 (c) are exclusive of value added tax, which shall be added to the Supplier‘s Supplier's invoice(s) at the appropriate rate. 9.6 10.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage fees. The Supplier's excess data storage fees current as at the Effective Date are set out in Schedule 1. 10.6 The Supplier shall be entitled to increase the Subscription Fees and Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 3.3, the support fees payable pursuant to clause 5.4 and/or the excess storage fees payable pursuant to clause 10.5 at any time the start of each Renewal Period upon 90 days’ 40 Business Days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 9.1 7.1 The Customer shall issue a Purchase Order for consideration of the provision of the Services by the Supplier. The Customer shall pay the Subscription Fees Charges. 7.2 The Customer may submit Purchase Orders by paper or electronic means and the Supplier shall be capable of receiving Purchase Orders by both these means. 7.3 The Supplier shall not supply, and the Customer shall not be obliged to pay the Charges for any goods or Services that have not been ordered by the Customer on a duly authorised Purchase Order. 7.4 The Charges exclude the following which shall be payable, subject to prior agreement, by the Customer monthly in arrears, following submission of an appropriate invoice: 7.4.1 the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services, which are approved in advance by the Customer and are in accordance with the Customer’s travel policy as notified to the Supplier; and 7.4.2 the cost to the Supplier of any materials or services procured by the Supplier from third parties for the User Subscriptions provision of the Services as such items and their cost are set out in accordance with this clause 9 and Schedule 13 or otherwise approved by the Customer in advance from time to time. 9.2 7.5 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer for the Subscription Fees payable in respect software licensing Charges on a monthly basis on or near to the 1st of the Subscription Term in accordance with Schedule 1each month. 9.3 All invoices 7.6 The Customer shall be payable pay each undisputed invoice submitted to it by the Customer Supplier within 30 60 days of receipt to a bank account nominated in writing by the date of the invoiceSupplier from time to time. 9.4 If the Supplier has not received payment within 30 days after the due date, and without 7.7 Without prejudice to any other rights and remedies of right or remedy that it may have, if the SupplierCustomer fails to pay the Supplier any undisputed sum due under this Agreement on the due date: 9.4.1 7.7.1 the Supplier may, without liability Customer shall pay interest on the overdue amount at the rate of 2% per annum above the Bank of England's base rate from time to the Customer, disable the Customer‘s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 time. Such interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paidactual payment of the overdue amount, whether before or after judgment.judgement. The Customer or OPCO shall pay the interest together with the overdue amount; and 9.5 All amounts and fees stated 7.7.2 the Supplier may suspend all or referred to part of the Services until payment has been made in this agreement: 9.5.1 shall be payable in pounds sterling; 9.5.2 arefull, subject to clause 13.3.2, non-cancellable and non-refundable;providing the Customer with 5 Working Days advance written notification of its intention to do so. 9.5.3 7.8 All sums payable to the Supplier under this Agreement: 7.8.1 are exclusive of value added taxVAT, which and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and 7.8.2 shall be added to the Supplier‘s invoice(s) at the appropriate ratepaid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 9.6 The Supplier shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at any time upon 90 days’ prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 9.1 The 7.1. In consideration of the provision of the Services by Exactly in accordance with this Agreement, the Customer shall pay the Subscription Fees Charges to Exactly as detailed in the Supplier for the User Subscriptions in accordance with this clause 9 and Schedule 1Call Off Contract. 9.2 7.2. The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier reimburse Exactly for all actual and any reasonable travel and other relevant validout-of-pocket expenses including, up-but not limited to-date , train travel, airfares, hotels and complete contact and billing details and the Supplier shall invoice the Customer for the Subscription Fees payable meals reasonably incurred by Exactly in respect performance of the Subscription Term in accordance with Schedule 1Services. 9.3 All invoices shall be payable by the Customer within 30 days of the date of the invoice. 9.4 If the Supplier has not received payment within 30 days after the due date, 7.3. The Charges and without prejudice to any all other rights and remedies of the Supplier: 9.4.1 the Supplier may, without liability to the Customer, disable the Customer‘s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 All amounts and fees stated or referred to in this agreement: 9.5.1 shall be payable in pounds sterling; 9.5.2 are, subject to clause 13.3.2, non-cancellable and non-refundable; 9.5.3 Agreement are exclusive of value added tax, which shall be added to the Supplier‘s Exactly's invoice(s) at the appropriate rate. 9.6 7.4. All Charges are subject to an annual increase, on the anniversary of the commencement date, in line with the prevailing Retail Price Index percentage. 7.5. The Supplier Customer shall pay all invoices within thirty (14) days from the date of an undisputed invoice from Exactly (Due Date). Interest shall accrue on any overdue amounts at the rate of 3% over the Bank of England base rate, commencing on the Due Date and continuing until fully paid, whether before or after the judgement. 7.6. If the Customer receives an invoice which it reasonably believes includes a sum which is not valid and properly due: 7.6.1. the Customer shall notify Exactly in writing as soon as reasonably practicable; 7.6.2. the Customer's failure to pay the disputed Charges shall not be entitled deemed to increase be a breach of this Agreement; 7.6.3. the Subscription Fees Customer shall pay the balance of the invoice which is not in dispute by the Due Date; 7.6.4. to the extent that the Customer is obliged, following resolution of the dispute, to pay an amount, then Exactly may charge interest in accordance with clause 7.5 from the original Due Date until the date of payment; and 7.6.5. once the dispute has been resolved, where either party is required to make a balancing payment, it shall do so within ten (10) Business Days and, where Exactly is required to issue a credit note, it shall do so within ten (10) Business Days. 7.7. If full payment of an undisputed invoice is not made by the Customer within ten (10) Business Days following the Due Date then, without prejudice to Exactly’s other rights, Exactly may suspend any further deliveries of any Services and/or Deliverables under this Agreement (or any other contract between Exactly and the fees payable Customer) until payment is made in respect full. 7.8. Exactly may alter the amount of any Charges for the additional User Subscriptions purchased pursuant Services during the Service Term, to clause 3.3 at any time upon 90 days’ prior notice pass on to the Customer and Schedule 1 shall be deemed any increase in charges related to have been amended accordinglythe provision of the Services which are imposed by a third-party supplier on Exactly.

CHARGES AND PAYMENT. 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 0 and Schedule 10. 9.2 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer for the Subscription Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices shall be payable by the Customer within 30 days of the date of the invoice. 9.4 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 the Supplier may, without liability to the Customer, disable the Customer‘s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 All amounts and fees stated or referred to in this agreement: 9.5.1 shall be payable in pounds sterling; 9.5.2 are, subject to clause 13.3.20, non-cancellable and non-refundable; 9.5.3 are exclusive of value added tax, which shall be added to the Supplier‘s invoice(s) at the appropriate rate. 9.6 The Supplier shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 0 at any time upon 90 days’ prior notice to the Customer and Schedule 1 0 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 9.1 The 6.1 In consideration of the provision of the Services by the Supplier, the Customer shall pay the Subscription Fees Charges. 6.2 The Supplier's daily fee rates for each Supplier personnel shall be calculated at the then current daily rates for such individuals (a day being at least 8 hours of time spent), as set out in each Statement of Work. 6.3 The Charges exclude the following, which shall be payable by the Customer monthly in arrears subject to the prior agreement of the Customer in each case and in line with Customer’s expenses policy, following submission of an appropriate invoice: 6.3.1 the cost of any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services (including but not limited to travelling expenses); and 6.3.2 the cost to the Supplier of any materials or services procured by the Supplier from third parties for the User Subscriptions provision of the Services as such items and their cost are set out in accordance with this clause 9 and Schedule 1the relevant Statement of Work. 9.2 6.4 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer for the Subscription Fees payable Charges at the intervals specified in respect the Statement of Work. If no intervals are so specified, the Subscription Term in accordance with Schedule 1Supplier shall invoice the Customer at the end of each month for Services performed during that month. 9.3 All invoices 6.5 The Customer shall be payable pay each invoice submitted to it by the Customer Supplier within 30 thirty (30) days of the date of the invoiceinvoice to a bank account nominated in writing by the Supplier from time to time. 9.4 If 6.6 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier has not received payment within 30 days after any sum due under this Agreement on the due date, the Supplier has provided the Customer with written notice of late payment and without prejudice provided Customer with 14 days to any other rights and remedies of the Supplierremedy such non-payment: 9.4.1 6.6.1 the Supplier may, without liability may charge the Customer interest on the overdue amount at the annual rate of 2% above the Bank of England base rate from time to the Customer, disable the Customer‘s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 time. Such interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paidactual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; and 6.6.2 the Supplier may suspend part or all of the Services until payment has been made in full. 9.5 6.7 All amounts and fees stated or referred sums payable to in the Supplier under this agreementAgreement: 9.5.1 shall be payable in pounds sterling; 9.5.2 are, subject to clause 13.3.2, non-cancellable and non-refundable; 9.5.3 6.7.1 are exclusive of value added taxVAT, which shall be added to the Supplier‘s invoice(s) at the appropriate rate. 9.6 The Supplier shall be entitled to increase the Subscription Fees and the fees payable Customer shall in respect addition pay an amount equal to any VAT chargeable on those sums on delivery of the additional User Subscriptions purchased pursuant to clause 3.3 at any time upon 90 days’ prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordinglya VAT invoice.

CHARGES AND PAYMENT. 9.1 8.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 8 and Schedule 1the Order Form. 9.2 8.2 The Customer shall on or before Supplier may raise invoices for the Effective Date provide Fees in advance prior to the Supplier approved purchase order information acceptable commencement of the Agreement and up to 45 days in advance of any Renewal Term. 8.3 Unless otherwise stated, all invoices raised by the Supplier for the Fees and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer for the Subscription Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices charges due from time to time pursuant to this Agreement shall be payable by the Customer within 30 thirty (30) days of the date of the invoice. 9.4 8.4 If the Supplier has not received payment within 30 days after by the due date, the Supplier shall notify the Customer in writing of the overdue amount and if such amount is not paid in full within a further 14 days of such notification, then without prejudice to any other rights and remedies of the Supplier: 9.4.1 (a) the Supplier may, without liability liability, suspend access to the Customer, disable the Customer‘s password, account and access to all or part of the Software and/or Services and the Supplier shall be under no obligation to provide any or all of the Software and/or Services while the invoice(s) concerned remain unpaid; and 9.4.2 (b) the Supplier reserves the right to: (i) charge the Customer interest shall accrue on a daily basis on such due amounts in respect of the overdue amount (as well as before judgment) at an annual rate equal to 4% over the then current base lending rate of three (3) per cent per annum above the Bank of England base rate from time to time, commencing on time of the Royal Bank of Scotland plc from the due date and continuing therefor until fully paid, whether before or after judgmentpayment is received in full by the Supplier; and (ii) recover from the Customer any fees incurred by the Supplier (including debt recovery agency fees) in recovering the overdue amount. 9.5 8.5 If the Customer wishes to dispute any invoice in good faith, it shall notify the Supplier in writing within 7 Business Days of receipt of such invoice and the dispute shall be dealt with in accordance with the procedure at clause 13. 8.6 All amounts and fees stated or referred to in this agreement: 9.5.1 Agreement shall be payable in pounds sterling; 9.5.2 arethe currency defined in the Order Form, subject to clause 13.3.2, are non-cancellable and non-refundable; 9.5.3 non- refundable and are exclusive of value added taxtax or any other applicable tax or duty payable upon such sums, which shall be added to the Supplier‘s Supplier's invoice(s) at the appropriate rate. 9.6 The 8.7 During the Initial Term, the Supplier may increase the Subscription Fee on each anniversary of the Commencement Date falling due during the Initial Term by an amount equivalent to the percentage increase in the UK Retail Prices Index over the previous twelve months. 8.8 Thereafter, the Supplier shall be entitled to increase the Subscription Fee: (a) at the start of each Renewal Term at its discretion upon 90 days' prior notice; and (b) on each subsequent anniversary of the Commencement Date falling due during each such Renewal Term by an amount equivalent to the percentage increase in the UK Retail Prices Index over the previous twelve months. 8.9 The provisions of clauses 8.6 and 8.7 shall not prevent the Supplier from otherwise varying any Fees and in the fees event that the Customer requests access to additional modules of the Software, an increase in the number of Authorised Users pursuant to clause 3.7, exceeds the number of Permitted Active Delegates permitted per Year as set out in the Order Form, or a change is agreed by the parties via the Change Control Procedure. (a) If the Customer wishes to extend its licence of the Software to include any modules in addition to those set out in the Order Form, additional Fees shall be payable in respect of such modules. Further details of the Fees payable for additional User Subscriptions purchased pursuant modules are available from the Supplier on request. If the parties agree to clause 3.3 at any extend the Customer’s licence of the Software to include additional modules, it shall take effect from the date on which the agreed terms of such extension are recorded in writing and signed by the parties. (b) The Fees payable for additional Authorised Users and Permitted Active Delegates are set out in the Order Form. 8.10 Any rates and Fees payable in respect of Consultancy Services are subject to increase by the Supplier from time upon 90 days’ prior to time with immediate effect by giving written notice to the Customer in the event that the costs incurred by the Supplier for any third party services or products in connection with the provision of the Consultancy Services to which the Fees apply increase as a result of any changes made by the relevant third party supplier to its fees, charges or costs. 8.11 Any hourly or day rates set out in the Order Form are subject to increase by the Supplier from time to time with immediate effect by giving written notice to the Customer. 8.12 If, at any time whilst using the Service, the Customer Data exceeds the amount of data storage space and/or the amount of bandwidth (as applicable) allocated by the Supplier to the Customer in respect of a given module (including that used in respect of electronic documents, elearning, emails, images and Schedule 1 application data) as set out in the Order Form, the Customer shall be deemed to have been amended accordinglypay such excess storage fees as are specified by the Supplier.

CHARGES AND PAYMENT. 9.1 The Customer shall pay 6.1 Unless otherwise stated in Schedule 3 (Services), Schedule 4 (Support Services) or the Subscription Fees to the Supplier Order, Charges for the User Subscriptions Services and/or Equipment will be charged in accordance with this clause 9 and Schedule 1. 9.2 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details applicable Tariffs and the Supplier shall invoice the Customer electronically for the Subscription Fees Charges payable under this Agreement, unless otherwise specified in respect of writing by the Subscription Term Supplier. 6.2 The Customer acknowledges and agrees that where the Services (or any part thereof, including each Site) are being upgraded or replaced with a different Service, the Supplier shall reserve the right to Charge the Customer for both the existing Services, where they remain Connected and the new Services from the Commencement Date. 6.3 The Customer shall pay all Charges in accordance with Schedule 1the payment terms stated on the invoice, if not stated then, within thirty (30) days of the Commencement Date. 9.3 All invoices 6.4 Unless otherwise stated all amounts due from the Customer to the Supplier under this Agreement shall be paid within seven (7) days of receipt of the Supplier’s invoice. 6.5 Subject to clause 6.17, the Customer agrees to pay the Supplier in full, without any set-off, counterclaim or deduction, all sums due to the Supplier under this Agreement. 6.6 All amounts payable by the Customer within 30 days of the date of the invoice. 9.4 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 the Supplier may, without liability to the Customer, disable the Customer‘s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 All amounts and fees stated or referred to in this agreement: 9.5.1 shall be payable in pounds sterling; 9.5.2 are, subject to clause 13.3.2, non-cancellable and non-refundable; 9.5.3 Agreement are exclusive of value added tax, which the Customer shall be added additionally liable to pay the Supplier. 6.7 The Customer shall be responsible for all Charges, unless otherwise stated in Schedule 3 (Services), for the use of the Services, by either the Customer or any third party who has gained access to the Supplier‘s invoice(s) at Services, with or without the appropriate rateCustomer’s knowledge and consent or other Fraudulent Activity in connection with the use of the Services provided under this Agreement. 9.6 6.8 Where invoices are paid by credit card, Supplier shall reserve the right to charge an additional amount of 1.8% of the payment value. 6.9 The Customer acknowledges and agrees that the Supplier can vary the amount, frequency and time of any direct debit to such level as the Supplier deems reasonably appropriate to: 6.9.1 take account of either an increase or decrease in the provision of the Services; 6.9.2 to reduce such indebtedness of the Customer to the Supplier, and/or; 6.9.3 such other operational matter effecting the Service as the Supplier shall in its discretion deem reasonable. The Supplier shall notify the Customer of such variation by giving not less than five (5) Working Days written notice, such notice to be given either on the invoice or on xxx.xxxx.xx.xx and continued use of the Service is deemed acceptance of the variation. 6.10 The Supplier may vary the Charges at any time by notifying the Customer by post, email, on myTTNC, on the Customer’s invoice or on xxx.xxxx.xx.xx and the revised Charges will apply to all Services provided thirty (30) days after the effective date of the notice. 6.11 The Supplier may invoice the Customer for any Services used under this Agreement at any time following the date on which the Services were used. 6.12 The Charges payable shall be calculated by reference to data recorded by TTNC or its Third-Party Supplier and not by reference to any data recorded by the Customer. TTNC shall be entitled to increase estimate the Subscription Fees Charges where relevant data is not available to TTNC in a timely manner and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at any time upon 90 days’ prior notice to the Customer and Schedule 1 shall such estimated Charges will be deemed to have been amended accordinglyreconciled on a subsequent invoice.

CHARGES AND PAYMENT. 9.1 9.1. The Customer shall pay the Subscription Fees to the Supplier Collctiv for the User Subscriptions Services in accordance with this clause 9 and Schedule 1Agreement. 9.2 The Customer shall on or before 9.2. We will conduct monthly account reconciliation exercises, where we analyse the Effective Date provide number of transactions completed using the Application and apply the Fees to those transactions in order to determine the Supplier approved purchase order information acceptable amount of Fees that you have to pay. We will, within 5 Business Days from the Supplier and any other relevant validend of each month, up-to-date and complete contact and billing details and automatically deduct from your account the Supplier shall invoice the Customer amount of Fees due to us for the Subscription Fees payable in respect of preceding month accompanied by the Subscription Term in accordance with Schedule 1account reconciliation statement for that month. 9.3 All invoices 9.3. You shall be payable by the Customer pay any invoice within 30 days of after the date of the such invoice. 9.4 9.4. If the Supplier has we have not received payment within 30 days after the due date, and without prejudice to any of our other rights and remedies of the Supplierremedies: 9.4.1 the Supplier 9.4.1. we may, without liability to the Customeryou, disable the Customer‘s passwordyour password(s), account account(s) and access to all or part of the Services and the Supplier Collctiv shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 9.4.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to the amount permitted by statute, or 4% over above the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgmenttime (whichever is higher). 9.5 9.5. All amounts and fees stated or referred to in this agreement: 9.5.1 Agreement shall be payable in pounds sterling; 9.5.2 , are, subject to clause 13.3.2, non-cancellable and non-refundable; 9.5.3 refundable are exclusive of value added tax, which shall be added to the Supplier‘s our invoice(s) at the appropriate rate. 9.6 The Supplier 9.6. We shall be entitled to increase the Subscription Fees and the support fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 2.5 at any time upon 90 days’ prior notice to the Customer and Schedule 1 shall start of each Renewal Period and, once we have notified you of this change, you will be deemed to have been accepted the revised charges and the Order Form shall be amended accordingly.

CHARGES AND PAYMENT. 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and Schedule 19: 9.1.1 the Subscription Fees in respect of the Speciality Subscription(s); and 9.1.2 the Configuration Fees in respect of the Configuration Services per Speciality Subscription. 9.2 The Subscription Fees shall be paid by the Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable (to the bank account notified for this purpose from time to time) in full in advance on the first day of each Year (subject to production of a valid invoice in respect thereof). 9.3 The Configuration Fees shall, subject to clause 3.4, be paid by the Customer to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and (to the Supplier shall invoice the Customer bank account notified for the Subscription Fees payable this purpose from time to time) in respect full in advance prior to commencement of the Subscription Term in accordance with Schedule 1. 9.3 All invoices shall be payable by the Customer within 30 days of the date of the invoicerelevant Configuration Services. 9.4 If the Supplier has not received payment within 30 days after of the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 the Supplier may(including, without liability limitation, the Supplier’s rights pursuant to the Customerclause 9.5), disable the Customer‘s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of the The Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 In addition to its rights pursuant to clause 9.4, on any date prior to the Go-Live Date for any Speciality Subscription, the Supplier may, without liability to the Customer and without the requirement to notify the Customer in advance, disable the Customer's (and each Authorised Users’) password, account and access to all or part of the Services provided in connection with such Speciality Subscription and the Supplier shall be under no obligation to provide such Services while the invoice(s) concerned (and any interest accrued thereon in accordance with clause 9.4) remain unpaid. 9.6 All amounts and fees stated or referred to in this agreementAgreement: 9.5.1 9.6.1 shall be payable in pounds sterling; 9.5.2 9.6.2 are, subject to clause 13.3.2clauses 12.3, 13.3.2 and 14.3, non-cancellable and non-non- refundable; 9.5.3 9.6.3 are exclusive of value added tax, which shall be added to the Supplier‘s Supplier's invoice(s) at the appropriate rate. 9.6 9.7 The Supplier shall be entitled to increase the Subscription Fees and the fees payable in respect by a value of up to 10% of the additional User Subscriptions purchased pursuant to clause 3.3 current Subscription Fees, at any time the end of the Initial Subscription Term, and at the end of each twelve month period thereafter, upon 90 days’ ' prior written notice to the Customer and Schedule 1 Customer. 9.8 The Supplier’s decision as to the accrual of Rebates shall be deemed to have been amended accordinglyfinal.

CHARGES AND PAYMENT. 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause Clause 9 and Schedule 1the Offer. 9.2 The Customer Supplier shall on or before charge for the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the recurring Subscription Fees annually in advance. 9.3 The Supplier shall invoice the Customer Customer: 9.3.1 on or around the Subscription Start Date for the Subscription Fees payable in respect of the Subscription Term first year; 9.3.2 thereafter on an annual basis in accordance with Schedule 1.Clause 9.2; and 9.3 All invoices shall be payable by 9.3.3 the Customer shall pay each invoice within 30 days of the date of the such invoice. 9.4 If the Supplier has not received payment within 30 days after the due datedate then, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 the Supplier may, without liability to the Customer, disable the Customer‘s passwordpasswords, account accounts and access of all or any Authorised Users to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 48% over the then current base lending rate of the Bank of England from time to timeScotland plc at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 All amounts and fees stated or referred to in this agreementAgreement: 9.5.1 shall be payable in pounds sterling;; and 9.5.2 are, subject to clause 13.3.2Clause 9.4.2, non-cancellable and non-refundable; 9.5.3 are exclusive of value added tax, which shall be added to the Supplier‘s invoice(s) at the appropriate rate. 9.6 The Supplier shall be entitled to increase the Subscription Fees and and/or the fees payable in respect of the additional User Subscriptions purchased pursuant to clause Clause 3.3 at any time upon 90 days’ three months' prior notice to the Customer. The Supplier shall not exercise its rights under this Clause 9.6 more than once in any twelve calendar month period in relation to any element of the Subscription Fees or any other fees payable. 9.7 If the Customer and Schedule 1 believes the Customer's invoice is incorrect, the Customer must contact the Supplier in writing within 30 days of the invoice date containing the amount in question to be eligible to receive an adjustment or credit. 9.8 All amounts referred to or payable pursuant to this Agreement are exclusive of any applicable forms of taxation, levies, duties, charges, imposts, withholdings or other amounts payable to any taxation authority, together with any penalty, fine, surcharge, interest or charges payable in connection with any such taxation ("Tax"), for which the party paying shall be additionally liable. If a payment due to the Supplier from the Customer under this Agreement is subject to Tax (whether by way of direct assessment or withholding at its source), the Supplier shall be entitled to receive from the Customer such amounts as will ensure that the net receipts, after Tax, to the Supplier in respect of the payment is the same as it would have been were the payment not subject to Tax. 9.9 Payment by the customer for the Service will be deemed to have been amended accordinglyconstitute acceptance of all of the terms of this Agreement.

CHARGES AND PAYMENT. 9.1 8.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 8 and Schedule 1any agreed Order. 9.2 8.2 The Customer shall on Subscription Fees are payable annually in advance. Unless an alternative method of payment is agreed by the parties (debit or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant validcredit card for example), up-to-date and complete contact and billing details and the Supplier shall invoice the Customer on the Effective Date and on commencement of each Renewal Period, for the total Subscription Fees payable in respect of the Subscription Term in accordance with Schedule 1payable. 9.3 All invoices 8.3 Subscription Fees for additional User Subscriptions pursuant to clause 3 shall be payable invoiced on the grant of such User Subscriptions. 8.4 All valid invoices issued by the Customer Supplier shall be paid by the Customer, in full and cleared funds and without any set-off or withholding whatsoever, within 30 days of the date of the invoiceissue date. 9.4 8.5 If the Supplier has not received payment within 30 days after the due datedate of an invoice, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 (a) the Supplier may, without liability to the Customer, disable the Customer‘s Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 8.6 All amounts and fees stated or referred to in this agreement: 9.5.1 shall be payable in pounds sterling; 9.5.2 (a) are, subject to clause 13.3.212.4(b), non-cancellable and non-refundable; 9.5.3 (b) are exclusive of value added tax, which shall be added to the Supplier‘s Supplier’s invoice(s) at the appropriate rate. 9.6 The Supplier rate and shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at any time upon 90 days’ prior notice to by the Customer with all such amounts and Schedule 1 shall be deemed to have been amended accordinglyfees.

CHARGES AND PAYMENT. 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Case Volume Subscriptions in accordance with this clause 9 and Schedule 1the accompanying Order Form. The Supplier may increase any or all the Subscription Fees in the accompanying Order Form or Service Definition at each 12 (twelve) month interval after the commencement of the Subscription Term by reference to the greater of 2% per annum or the actual rise in the Consumer Prices Index in the previous 12 (twelve) months. 9.2 The Customer shall on or before Supplier shall, as from the Effective Date provide to date of the Supplier approved purchase order information acceptable to the Supplier and any other relevant validaccompanying Order Form, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer for based on the Subscription Fees payable payment profile detailed on the accompanying Order Form. The Customer shall settle such invoice in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices shall be payable by the Customer full without set-off or deduction within 30 (thirty) days of the date receipt of the invoice. 9.4 9.3 If the Supplier has not received payment within 30 (thirty) days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 (a) the Supplier may, without liability to the Customer, disable the Customer‘s Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of the Bank of England from time to timeSupplier's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 9.4 All amounts and fees stated or referred to in this agreement: 9.5.1 (a) shall be payable in pounds sterling; 9.5.2 are, subject to clause 13.3.2, (b) are non-cancellable and non-refundable; 9.5.3 (c) are exclusive of value added tax, which shall be added to the Supplier‘s Supplier's invoice(s) at the appropriate rate. 9.6 The Supplier shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 9.5 If, at any time upon 90 days’ prior notice whilst using the Services, the Customer exceeds the amount of disk storage space or specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier’s then current excess data storage fees. The Supplier’s excess data storage fees current as at the Order Agreement Date are set out in the Service Definition. If the Customer exceeds the amount of disk storage space or exceeds the Case Volume Subscriptions band specified in the accompanying Order Form or the Service Definition, the Supplier shall not be liable to the Customer for any degradation in performance caused thereby and Schedule 1 in particular shall not be deemed liable for any failure to have been amended accordinglyachieve Service Levels.

CHARGES AND PAYMENT. 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and Schedule 10. 9.2 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer for the Subscription Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices shall be payable by the Customer within 30 days of the date of the invoice. 9.4 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 the Supplier may, without liability to the Customer, disable the Customer‘s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 All amounts and fees stated or referred to in this agreement: 9.5.1 shall be payable in pounds sterling; 9.5.2 are, subject to clause 13.3.2, non-cancellable and non-refundable; 9.5.3 are exclusive of value added tax, which shall be added to the Supplier‘s invoice(s) at the appropriate rate. 9.6 The Supplier shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at any time upon 90 days’ prior notice to the Customer and Schedule 1 0 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 9.1 12.1. The Customer shall pay the Subscription Professional Services Fees to the Supplier set out in each Customer Order Form for the User Subscriptions in accordance with this clause 9 and Schedule 1. 9.2 Professional Services. The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall may invoice the Customer for the Subscription Professional Services Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All the payment schedule set out in the relevant Customer Order Form. The Customer shall pay all invoices shall be payable by for the Customer Professional Services Fees within 30 days of the date of the invoice. 9.4 12.2. The Customer shall pay the Process Library Subscription Fees to the Supplier for the Process Library Months in accordance with this clause 12 and the support fees in accordance with clause 5.3. 12.3. The Customer shall pay the Process Library Subscription Fees in advance or at such other times specified in the relevant Customer Order Form. The Customer shall pay all invoices for the Process Library Subscription Fees on receipt of the invoice. 12.4. If the Supplier has not received payment within 30 days after for the Process Library Subscription Fees or the Professional Services Fees on or before the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 a) the Supplier may, without liability to the Customer, disable the Customer‘s Customer's password, account and access to all or part of the Software Services and the Supplier shall be under no obligation to provide any or all of the Software Services while the invoice(s) concerned remain unpaid; and 9.4.2 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 Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 12.5. All amounts and fees stated or referred to in this agreement: 9.5.1 a) shall be payable in pounds sterling; 9.5.2 b) are, subject to clause 13.3.2b), non-cancellable and non-refundable; 9.5.3 c) are exclusive of value added tax, which shall be added to the Supplier‘s Supplier's invoice(s) at the appropriate rate. 9.6 The Supplier shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 12.6. If, at any time upon 90 days’ prior notice whilst the Customer is using an Active Process Library, the costs incurred by the Supplier in providing the Virtual Machine to the Customer exceed the Monthly Allowance during the relevant Process Library Month, the Supplier shall charge the Customer, and Schedule 1 the Customer shall be deemed pay on demand, the costs and expenses that Microsoft charges the Supplier (or any reseller or contractor who manages the Virtual Machine on behalf of the Supplier) for providing the Virtual Machine which is directly attributable to have been amended accordinglythe Customer’s use of the Virtual Machine, in excess of the Monthly Allowance, at cost.

CHARGES AND PAYMENT. 9.1 ‌ 4.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 4 and Schedule 1the Order Form. 9.2 4.2 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer Customer: 4.2.1 on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term Term; and 4.2.2 subject to clause 7.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in accordance with Schedule 1. 9.3 All invoices shall be payable by respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days of after the date of the invoice.such invoice.‌ 9.4 4.3 If the Supplier has not received payment within 30 15 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 4.3.1 the Supplier may, without liability to the Customer, disable the Customer‘s Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 4.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England HSBC Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.judgment.‌ 9.5 4.4 All amounts and fees stated or referred to in this agreement: 9.5.1 agreement shall be payable in pounds sterling; 9.5.2 are, subject to clause 13.3.2, are non-cancellable and non-refundable; 9.5.3 , are exclusive of value added tax, which shall be added to the Supplier‘s Supplier's invoice(s) at the appropriate rate. 9.6 4.5 The Supplier shall be entitled to increase the Subscription Fees and Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at any time the start of each Renewal Period upon 90 days’ ' prior notice to the Customer and Schedule 1 the Order Form shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 9.1 ‌ 7.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 7 and Schedule 1the Documentation. 9.2 7.2 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer Customer: (i) in arrears at the end of the Initial Subscription Term; and (ii) subject to clause 12.1, on each Billing Day thereafter for the Subscription Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices shall be payable by previous Renewal Period, and the Customer shall pay each invoice within 30 days of after the date of such invoice (time being of the invoiceessence). 9.4 7.3 If the Supplier has not received payment within 30 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 (a) the Supplier may, without liability to the Customer, disable the Customer‘s passwordCustomer's login data, passwords, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 42% over the then current base lending rate of the Barclays Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 7.4 All amounts and fees stated or referred to in this agreementto: 9.5.1 (a) shall be payable in pounds sterling; 9.5.2 (b) are, subject to clause 13.3.211.4(b), non-cancellable and non-refundable; 9.5.3 (c) are exclusive of value added tax, which or other local sales taxes. Where applicable (e.g. UK) value added tax shall be added to the Supplier‘s Supplier's invoice(s) at the appropriate rate. Where local sales tax or value added tax is accounted for by the purchaser of supplies the Customer shall make its own arrangements for payment, after providing the Supplier with appropriate information. 9.6 7.5 The Supplier shall be entitled to increase the Subscription Fees and at the fees payable in respect start of the additional User Subscriptions purchased pursuant to clause 3.3 at any time each Renewal Period upon 90 30 days’ ' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordinglyCustomer.

CHARGES AND PAYMENT. 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions and any other Services in accordance with this clause 9 and Schedule 1. 9.2 The Customer shall on or before the Effective Date provide to the Supplier Supplier, valid up-to-date and complete approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact contract and billing details and and, if the Customer provides such information to the Supplier, the Supplier shall be entitled to invoice the Customer: (i) on or after the Effective Date for the Implementation Fee and Initial Subscription Fee; and (ii) thereafter, subject to clause 14.1, at least 30 days before the commencement of any subsequent Renewal Period for those Subscription Fees that are payable in respect of such Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice, unless otherwise agreed by the Supplier in writing. 9.3 The Supplier shall be entitled to raise its invoice for Subscription Fees if the Customer has created additional Subscriptions or upon any request or requirement of the Customer for the relevant Service to which the Subscription Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices relate. Such invoice shall be payable by the Customer within 30 days of the date of the invoice, unless otherwise agreed by the Supplier in writing. 9.4 If the Supplier has not received undisputed payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 the Supplier may, without liability to the Customer, disable the Customer‘s password, account Authorised Users’ and Learners’ login access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the undisputed invoice(s) concerned remain unpaid; and 9.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 48% over the then current base lending rate of the Bank of England Supplier’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 The Supplier shall be entitled to raise its invoice for any Implementation Fees on the Effective Date. 9.6 All amounts and fees stated or referred to in this agreementAgreement: 9.5.1 9.6.1 shall be payable in pounds sterling; 9.5.2 9.6.2 are, subject to clause 13.3.213.4.2, non-cancellable and non-refundable; 9.5.3 9.6.3 are exclusive of value added tax, which if applicable shall be added to the Supplier‘s Supplier’s invoice(s) at the appropriate rate. 9.6 9.7 Whilst using the Services, The Customer must abide by the Supplier’s Fair Use Policy available at xxxx://xxx.xxxxxxx.xx.xx/policies/fairuse or such other website address as may be notified to the Customer from time to time, as such documents may be amended from time to time by the Supplier subject to the Supplier providing no less than 30 days’ written notice of such amendments to the Customer. 9.8 The Supplier shall be entitled to increase the Subscription Fees and Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 3 and/or the excess storage fees payable pursuant to clause 9.7 at any time the start of each Renewal Period upon 90 days’ prior notice to the Customer. 9.9 If the Customer disputes any invoice, the Customer shall immediately notify the Supplier in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The parties shall provide all such evidence as may be reasonably necessary to verify the disputed invoice. The parties' contract managers shall use their reasonable endeavours to meet, discuss and Schedule 1 resolve the dispute. If the parties have not resolved the dispute within 30 days of the Customer giving notice to the Supplier, then either party may refer the dispute to an Expert, whose decision shall be deemed final and binding on the parties. The parties shall each bear their own costs in relation to have been amended accordinglyany reference made to the Expert and the fees and all other costs of the Expert shall be borne jointly in equal proportions by the parties, unless otherwise directed by the Expert. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date of the invoice.

CHARGES AND PAYMENT. 9.1 10.1 The Customer shall pay the Subscription Fees Charges to the Supplier for the User Subscriptions Prodeo in accordance with this clause 9 and Schedule 110. 9.2 10.2 The Customer shall on or before the Effective Date provide pay each invoice issued to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer for the Subscription Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices shall be payable it by the Customer Prodeo within 30 days of receipt, in full and in cleared funds in pounds sterling, by cheque or by electronic transfer to the date of the invoicebank account nominated by Xxxxxx from time to time. 9.4 If the Supplier has not received payment within 30 days after the due date, and without 10.3 Without prejudice to any other rights and remedies of right or remedy that Prodeo may have, if the SupplierCustomer fails to pay Prodeo on the due date: 9.4.1 10.3.1 the Supplier may, without liability Customer shall pay interest on the overdue amount at the rate of 2% per annum above the Bank of England’s base rate from time to the Customer, disable the Customer‘s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 time. Such interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paidactual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; and 10.3.2 Prodeo may suspend access to the App, including disabling the Customer’s and/or Authorised User’s passwords or accounts, without any liability to Prodeo until such time as any overdue amount has been paid. 9.5 10.4 If the Customer disputes the payment of any Charges or a part of them, the Customer shall: 10.4.1 notify Prodeo of the disputed amount on or before the due date for payment giving reasonable details of the dispute; and 10.4.2 pay the amount of Charges not in dispute in accordance with clause 10.2. 10.5 Interest under clause 10.3 is only payable in respect of sums disputed under clause 10.4 after the dispute is resolved, on sums found or agreed to be due, from the date 20 days after the dispute is resolved until payment. 10.6 Prodeo shall be entitled to withhold, set off or reduce payment of any amounts payable to the Customer by the amounts due to Prodeo by the Customer under this Agreement. 10.7 All amounts and fees stated or referred to in this agreementAgreement: 9.5.1 10.7.1 shall be payable in pounds sterling; 9.5.2 are, subject to clause 13.3.2, non-cancellable and non-refundable; 9.5.3 10.7.2 are exclusive of value added tax, or any analogous sales tax applicable to the supplies made by Prodeo under this Agreement, which shall be added to the Supplier‘s Prodeo’s invoice(s) at the appropriate rate. 9.6 The Supplier 10.8 This clause shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at any time upon 90 days’ prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordinglysurvive termination.

CHARGES AND PAYMENT. 9.1 7.1 The Customer Employer shall pay to Migrate the ATS Subscription Fees, Recruitment Process Outsourcing Fees to the Supplier for the User Subscriptions and Migrate Sourcing Fees in accordance with this clause 9 7 and Schedule 1; 7.2 Migrate shall invoice the Employer monthly in advance in respect of the Services, on the basis set out in Schedule 1, and the Employer shall pay each invoice pursuant to the provisions of Schedule 1. 9.2 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer for the Subscription Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices shall be payable by the Customer within 30 days of the date of the invoice. 9.4 7.3 If the Supplier Migrate has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the SupplierMigrate: 9.4.1 the Supplier 7.3.1 Migrate may, without liability to the CustomerEmployer, disable the Customer‘s Employer’s password, account and access to all or part of the Services and the Supplier Migrate shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 7.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Migrate’s bankers in the Bank of England UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 7.4 All amounts and fees stated or referred to in this agreement: 9.5.1 7.4.1 shall be payable in pounds sterling; 9.5.2 7.4.2 are, subject to clause 13.3.211.3.2, non-cancellable and non-refundable; 9.5.3 7.4.3 are exclusive of value added tax, which shall be added to the Supplier‘s Migrate’s invoice(s) at the appropriate rate. 9.6 The Supplier 7.5 Migrate shall be entitled to increase the Subscription Fees and Fees, the fees payable in respect of the additional User Subscriptions or Services purchased pursuant to clause 2.6 and the support fees payable pursuant to clause 3.3 at any time the start of each Renewal Period upon 90 days’ prior notice to the Customer Employer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 9.1 8.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 8 and Schedule 1the Support Fees in accordance with clause 4.3. 9.2 8.2 The Customer shall on or before parties have agreed the Subscription Fees and the Support Fees as at the Effective Date provide Date. The Supplier shall within 28 Business Days of the Effective Date, upon 28 Business Days prior written notice, be entitled to increase the Subscription Fees and/or the Support Fees. 8.3 Unless the Customer has already provided to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer for the Subscription Fees payable a valid direct debit mandate in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices shall be all monies payable by pursuant to this agreement, the Customer within 30 days of shall do so on the date of the invoice.Effective Date 9.4 8.4 If the Supplier has not received payment within 30 3 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 (a) the Supplier may, without liability to the Customer, disable the Customer‘s password, Customer's account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% [3]% over the then current base lending rate of the Bank of England Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 8.5 All amounts and fees stated or referred to in this agreement: 9.5.1 (a) shall be payable in pounds sterling; 9.5.2 (b) are, subject to clause 13.3.212.3(b), non-cancellable and non-refundable; 9.5.3 (c) are exclusive of value added tax, which shall be added to the Supplier‘s Supplier's invoice(s) at the appropriate rate. 9.6 The 8.6 In addition to its rights pursuant to clause 8.2, the Supplier shall be entitled to increase the Subscription Fees and Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 3.2 and/or the Support Fees at any time the start of each Renewal Period upon 90 days’ ' prior notice to the Customer and Schedule 1 Customer. 8.7 The provisions of this clause 8 shall be deemed to have been amended accordinglytake precedence over the provision of clause 8 of the Third Party Terms.

CHARGES AND PAYMENT. 9.1 7.1 The Customer Authority shall pay the Subscription Fees to the Supplier Invision for the User Subscriptions in accordance with this clause 9 7 and Schedule 1. 9.2 The Customer 7.2 Invision shall invoice the Authority: 7.2.1 on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer for the Subscription Fees payable in respect of the Initial Subscription Term Term; and 7.2.2 subject to clause 12.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in accordance with Schedule 1. 9.3 All invoices respect of the next Renewal Period, and the Authority shall be payable by the Customer pay each invoice within 30 days of after the date of the such invoice. 9.4 7.3 If the Supplier Invision has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the SupplierInvision: 9.4.1 the Supplier 7.3.1 Invision may, without liability to the CustomerAuthority, disable the Customer‘s Authority’s password, account and access to all or part of the Services and the Supplier Invision shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 7.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Invision’s bankers in the Bank of England UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 7.4 All amounts and fees stated or referred to in this agreement: 9.5.1 7.4.1 shall be payable in pounds sterling; 9.5.2 7.4.2 are, subject to clause 13.3.211.3.2, non-cancellable and non-refundable; 9.5.3 7.4.3 are exclusive of value added tax, which shall be added to the Supplier‘s Invision’s invoice(s) at the appropriate rate. 9.6 The Supplier 7.5 Invision shall be entitled to increase the Subscription Fees and Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause Error! Reference s ource not found., and the support fees payable pursuant to clause 3.3 at any time the start of each Renewal Period upon 90 days’ prior notice to the Customer Authority and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 9.1 7.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 7 and Schedule 1. 9.2 7.2 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and and, if the Customer provides: (a) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term Term; and (ii) subject to clause 11.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in accordance with Schedule 1. 9.3 All invoices shall be payable by respect of the next Renewal Period, and the Customer shall pay each undisputed invoice within 30 days of after the date of the such invoice. 9.4 7.3 If the Supplier has not received payment within 30 days [60 days] after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 (a) the Supplier may, without liability to the Customer, after 10 days' notice to Customer, disable the Customer‘s Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 410% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 7.4 All amounts and fees stated or referred to in this agreement: 9.5.1 (a) shall be payable in pounds sterling;U.S. dollars 9.5.2 (b) are, subject to clause 13.3.211.4(b), non-cancellable and non-refundable; 9.5.3 (c) are exclusive of value added taxstate and local taxes (if applicable), which shall be added to the Supplier‘s Supplier's invoice(s) at the appropriate rate. 9.6 7.5 If, at any time while using the Services, the Customer exceeds the amount of disk storage space specified in Schedule 1, the Supplier shall charge the Customer, and the Customer shall pay the Supplier’s then current excess data storage fees. The Supplier’s excess data storage fees current as at the Effective Date are set out in Schedule 1. 7.6 The Supplier shall be entitled to increase modify the Subscription Fees and Fees, and/or the excess storage fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 8.5 at any time the start of each Renewal Period upon 90 days’ ' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 9.1 The Customer shall pay the Subscription Fees to the Supplier Asis for the User Subscriptions in accordance with this clause 9 and Schedule 1. 9.2 The Customer Asis shall invoice the Customer: (a) on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer for the Subscription Fees payable in respect of the Initial Subscription Term Term; and (b) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in accordance with Schedule 1respect of the next Renewal Period, and the Customer shall pay each invoice strictly within 45 days after the date of such invoice. 9.3 All invoices shall be payable by the Customer within 30 days of the date of the invoice. 9.4 If the Supplier Asis has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the SupplierAsis: 9.4.1 the Supplier (a) Asis may, without liability to the Customer, disable the Customer‘s Customer’s password, account and access to all or part of the Services and the Supplier Asis shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 (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 Asis’ bankers in the Bank of England UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 9.4 All amounts and fees stated or referred to in this agreement: 9.5.1 (a) shall be payable in pounds sterling; 9.5.2 (b) are, subject to clause 13.3.213.4(b), non-cancellable and non-refundable; 9.5.3 (c) are exclusive of value added tax, which shall be added to the Supplier‘s Asis’ invoice(s) at the appropriate rate. 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, Asis shall charge the Customer, and the Customer shall pay, Asis’ then current excess data storage fees. Asis’ excess data storage fees current as at the Effective Date are set out in Schedule 1. 9.6 The Supplier Asis shall be entitled to increase the Subscription Fees and not to exceed 10% above RPI without agreement between both parties, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 and/or the excess storage fees payable pursuant to clause 9.5 at any time the start of each Renewal Period upon 90 60 days’ ' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 9.1 ‌ 11.1 The Customer shall pay the Subscription Fees Charges, Maintenance & Support Charges, Hosting Charges (as applicable) and Additional Services Charges (as applicable) to the Supplier for the User Subscriptions Labrys in accordance with this clause 9 Clause 11; the Subscription Information Sheet and Schedule 1each applicable Subscription Update Form . 9.2 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier 11.2 Labrys shall invoice the Customer for the Subscription Fees payable in respect of the Subscription Term in accordance with the Payment Schedule 1. 9.3 All invoices shall be payable by in the Subscription Information Sheet and each applicable Subscription Update Form and the Customer shall pay each invoice within 30 thirty (30) calendar days of after the date of the such invoice. 9.4 11.3 If the Supplier Xxxxxx has not received payment within 30 days after by the due datedate and, and without prejudice to any Labrys’ other rights and remedies of the Supplierremedies: 9.4.1 the Supplier 11.3.1 Labrys may, without liability to the Customer, give seven (7) calendar days written notice to the Customer that Labrys will, unless the invoice is settled, without further written notice disable the Customer‘s Customer's password, account and access to all or part of the Services and the Supplier Labrys shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 11.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 48% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 All 11.4 Unless stated otherwise, all amounts and fees Charges stated or referred to in this agreementSaaS Order Form: 9.5.1 11.4.1 shall be payable in pounds sterlingPounds Sterling; 9.5.2 are, subject to clause 13.3.2, 11.4.2 are non-cancellable and non-refundable;; and 9.5.3 11.4.3 are exclusive of value added tax, which shall be added to the Supplier‘s Labrys' invoice(s) at the appropriate rate. 9.6 The Supplier 11.5 Labrys shall be entitled to increase the Subscription Fees and Charges, the fees payable in respect Maintenance & Support Charges and/or the Hosting Charges (if applicable) at the start of the additional User Subscriptions purchased pursuant to clause 3.3 a Subscription Renewal Period providing that Labrys has provided at any time upon 90 least thirty (30) days’ ' prior written notice to the Customer and Schedule 1 shall be deemed to have been amended accordinglyCustomer.

CHARGES AND PAYMENT. 9.1 8.1 The Customer CUSTOMER shall pay the Subscription Services Fees to the Supplier for the User Subscriptions SUPPLIER in accordance with this clause 9 8 and Schedule 1the terms of the letter of agreement. 9.2 8.2 The Customer CUSTOMER shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant SUPPLIER valid, up-to-date and complete contact and billing details and details, including a duly approved purchase order that reflects the Supplier shall invoice letter of agreement, prior to the Customer commencement of any direct on site delivery. For the avoidance of doubt, all Services Fees are payable in advance for the Subscription Fees payable in respect duration of the Subscription Term in accordance with Schedule 1this agreement. 9.3 All invoices shall be payable by the Customer within 30 days of the date of the invoice. 9.4 8.3 If the Supplier SUPPLIER has not received payment within 30 days after the due invoice date, and without prejudice to any other rights and remedies of the SupplierSUPPLIER: 9.4.1 the Supplier 8.3.1 The SUPPLIER may, without liability to the CustomerThe CUSTOMER, disable the Customer‘s CUSTOMER’s password, account and access to all or part of the Services and the Supplier SUPPLIER shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 8.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of the Bank of England from time to timeSUPPLIER's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 8.4 All amounts and fees stated or referred to in this agreement: 9.5.1 8.4.1 shall be payable in pounds sterling; 9.5.2 8.4.2 are, subject to clause 13.3.212.4.2, non-cancellable and non-refundable; 9.5.3 8.4.3 are exclusive of value added tax, which shall be added to the Supplier‘s SUPPLIER's invoice(s) at the appropriate rate. 9.6 The Supplier shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at any time upon 90 days’ prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions and any other Services in accordance with this clause 9 and Schedule 1.1.‌ 9.2 The Customer shall on or before the Effective Date provide to the Supplier Supplier, valid up-to-date and complete approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact contract and billing details and and, if the Customer provides such information to the Supplier, the Supplier shall be entitled to invoice the Customer:‌ (i) on or after the Effective Date for the Implementation Fee and Initial Subscription Fee; and (ii) thereafter, subject to clause 14.1, at least 30 days before the commencement of any subsequent Renewal Period for those Subscription Fees that are payable in respect of such Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice, unless otherwise agreed by the Supplier in writing. 9.3 The Supplier shall be entitled to raise its invoice for Subscription Fees if the Customer has created additional Subscriptions or upon any request or requirement of the Customer for the relevant Service to which the Subscription Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices relate. Such invoice shall be payable by the Customer within 30 days of the date of the invoice, unless otherwise agreed by the Supplier in writing. 9.4 If the Supplier has not received undisputed payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 the Supplier may, without liability to the Customer, disable the Customer‘s password, Authorised Users’ logins and users’ account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the undisputed invoice(s) concerned remain unpaid; and 9.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 48% over the then current base lending rate of the Bank of England Supplier’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 The Supplier shall be entitled to raise its invoice for any Implementation Fees on the Effective Date. 9.6 All amounts and fees stated or referred to in this agreementAgreement: 9.5.1 9.6.1 shall be payable in pounds sterling; 9.5.2 9.6.2 are, subject to clause 13.3.213.4.2, non-cancellable and non-refundable; 9.5.3 9.6.3 are exclusive of value added tax, which if applicable shall be added to the Supplier‘s Supplier’s invoice(s) at the appropriate rate. 9.6 9.7 Whilst using the Services, The Customer must abide by the Supplier’s Fair Use Policy available at xxxx://xxx.xxxxxxx.xx.xx/policies/fairuse or such other website address as may be notified to the Customer from time to time, as such documents may be amended from time to time by the Supplier subject to the Supplier providing no less than 30 days’ written notice of such amendments to the Customer.‌ 9.8 The Supplier shall be entitled to increase the Subscription Fees and Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 3 and/or the excess storage fees payable pursuant to clause 9.7 at any time the start of each Renewal Period upon 90 days’ prior notice to the Customer. 9.9 If the Customer disputes any invoice, the Customer shall immediately notify the Supplier in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The parties shall provide all such evidence as may be reasonably necessary to verify the disputed invoice. The parties' contract managers shall use their reasonable endeavours to meet, discuss and Schedule 1 resolve the dispute. If the parties have not resolved the dispute within 30 days of the Customer giving notice to the Supplier, then either party may refer the dispute to an Expert, whose decision shall be deemed final and binding on the parties. The parties shall each bear their own costs in relation to have been amended accordinglyany reference made to the Expert and the fees and all other costs of the Expert shall be borne jointly in equal proportions by the parties, unless otherwise directed by the Expert. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date of the invoice.

CHARGES AND PAYMENT. 9.1 8.1 The Customer End User shall pay the Subscription Fees to as set forth by the Supplier for the User Subscriptions reseller in accordance with this clause 9 and Schedule 1writing. 9.2 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer for the Subscription Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices shall be payable by the Customer within 30 days of the date of the invoice. 9.4 8.2 If the Supplier reseller has not received payment for any Subscription Fees in advance, and/or any Services Charges or other charges within 30 10 days after the due date, and without prejudice to any other rights and remedies of the reseller or Supplier: 9.4.1 : (a) the Supplier may, without liability to the CustomerEnd User, disable the Customer‘s passwordEnd User’s and any Authorised Users’ passwords, account accounts and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 and (b) interest shall accrue on a daily basis on such due amounts at an annual a monthly rate equal to 41.5% over the then current base lending rate of HSBC plc at the Bank of England from time to timedate the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 8.3 All amounts and fees stated or referred to in this agreement: 9.5.1 shall be payable in pounds sterling; 9.5.2 are, subject to clause 13.3.2, : (a) are non-cancellable and non-refundable; 9.5.3 ; (b) are exclusive of value added tax, which shall be added to the Supplier‘s invoice(s) at the appropriate rate. 9.6 The Supplier shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 8.4 If, at any time upon 90 days’ prior notice to whilst using the Customer Services, the End User exceeds the Licence Restrictions, the Supplier and/or reseller shall charge the End User, and Schedule 1 the End User shall be deemed to have been amended accordinglypay, the Supplier’s then prevailing charges for such excessive use.

CHARGES AND PAYMENT. 9.1 12.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions Charges in accordance with this clause 9 and Schedule 1condition 12.1. 9.2 12.2 The Customer shall on or before after the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or authorisation to initiate a direct debit or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-to- date and complete contact and billing details and and, if the Customer provides: 12.2.1 its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card for the Charges payable in respect of the 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 for the Subscription Purchase Price upon delivery of the Equipment and quarterly or annually in advance for the applicable Service Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices shall be payable by the Contract and the Customer shall pay each invoice within 30 days of the date of the such invoice. 9.4 12.2.3 its authorisation to initiate a direct debit on the Customer's account, the Customer 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 direct debit in accordance with the Contract. 12.3 If the Supplier has not received payment within 30 14 days after of the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 12.3.1 the Supplier may, without liability to the Customer, disable the Customer‘s passwordCustomer’s Password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; 12.3.2 the Supplier may, without liability to the Customer, exercise the Supplier's rights in accordance with condition 5 hereof to acquire possession of the Equipment from the Customer; and 9.4.2 12.3.3 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over in accordance with the then current base lending rate Late Payment of the Bank of England from time to timeCommercial Debts (Interest) Act 1998, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 12.4 All amounts and fees stated or referred to in this agreementthese Terms: 9.5.1 12.4.1 shall be payable in pounds sterling; 9.5.2 are, subject to clause 13.3.2, non-cancellable and non-refundable; 9.5.3 12.4.2 are exclusive of value added tax, which shall be added to the Supplier‘s Supplier's invoice(s) at the appropriate rate. 9.6 The 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 Supplier's then current data storage fees, notified to the Customer by Supplier in writing from time to time. 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 be entitled to seek to increase the Subscription Service Fees and and, should the fees payable in respect Customer not agree to such an increase, the Contract shall terminate at the end of the additional User Subscriptions purchased pursuant to clause 3.3 at any time upon 90 days’ prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordinglyInitial Service Term or Renewal Period (as appropriate).

CHARGES AND PAYMENT. 9.1 6.1 The Customer shall pay the Subscription all Fees under each Order Form to the Supplier MeVitae for the User Subscriptions Services in accordance with this clause 9 6 and Schedule 1the relevant Order Form. 9.2 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier 6.2 MeVitae shall invoice the Customer for the Subscription Fees payable as set out in respect of the Subscription Term relevant Order Form. 6.3 MeVitae shall invoice Customer in accordance with Schedule 1the payment terms as set out in relevant Order Form. 9.3 All invoices 6.4 Customer shall be payable by the Customer pay each invoice within 30 thirty (30) days of after the date of such invoice (the invoice“Due Date”). 9.4 6.5 If the Supplier MeVitae has not received payment within 30 days after by the due dateDue Date, and without prejudice to any other rights and remedies of the SupplierMeVitae: 9.4.1 the Supplier 6.5.1 MeVitae may, without liability to the Customer, disable the Customer‘s password, Customer's account and access to all or part of the Services and the Supplier MeVitae shall be under no obligation to provide any or all of the Services while the invoice(s) concerned any sums remain unpaid; and 9.4.2 6.5.2 MeVitae shall be entitled to charge interest shall accrue which accrues and compounds on a daily basis on such due amounts at an annual rate equal to 4% five percent (5%) over the then current base lending rate of the Bank of England from time to time, commencing on the due date Due Date and continuing until fully paid, whether before or after judgment, which shall be payable on demand. 9.5 6.6 MeVitae shall be entitled to vary any portion of the Fees under an Order Form, effective from the start of any Renewal Period, by providing notice to Customer in writing, at least ninety (90) days before the end of relevant Initial Subscription Term or Renewal Period. In such an event, the Order Form shall be deemed amended accordingly from the beginning of the Renewal Period. 6.7 All amounts and fees stated or referred to in this agreementAgreement: 9.5.1 6.7.1 shall be payable in pounds sterlingsterling (unless otherwise provided for in the relevant Order Form); 9.5.2 6.7.2 are, subject to clause 13.3.2, non-cancellable and non-refundable; 9.5.3 6.7.3 are exclusive of value added tax, which shall be added to the Supplier‘s MeVitae's invoice(s) at the appropriate raterate if applicable. 9.6 The Supplier 6.8 All amounts due under this Agreement shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at any time upon 90 days’ prior notice to paid by the Customer and Schedule 1 shall be deemed to have been amended accordinglyMeVitae in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

CHARGES AND PAYMENT. 9.1 ‌ 8.1 The Customer shall pay the Subscription Service Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and 8, the Price Schedule 1. 9.2 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Service Level Agreement.‌ 8.2 The Supplier shall invoice the Customer for the Subscription Fees payable monthly in respect of the Subscription Term in accordance with Schedule 1arrears. 9.3 All invoices 8.3 The Customer shall be payable pay each invoice submitted by the Customer Supplier: (a) within 30 days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by the Supplier. 9.4 8.4 If the Supplier has not received payment within 30 days after the of any invoice by its due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 (a) the Supplier may, without liability to the Customer, Customer (after first informing the Customer that payment is overdue and providing it with a further 7 days in which to make payment) disable the Customer‘s passwordCustomer's passwords, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 8.5 All amounts and fees stated or referred to in this agreement: 9.5.1 (a) shall be payable in pounds sterling;; and 9.5.2 are, subject to clause 13.3.2, non-cancellable and non-refundable; 9.5.3 (b) are exclusive of value added tax, which shall be added to the Supplier‘s Supplier's invoice(s) at the appropriate rate. 9.6 8.6 The Supplier shall not increase the Service Fees or any other fees or day rates set out in the Price Schedule or Service Level Agreement during the period of 12 months commencing from the Effective Date. Following the expiry of such period it shall be entitled to increase such fees and rates by a percentage no more than the Subscription Fees percentage increase in RPI since the Effective Date, and thereafter annually by a percentage no more than the fees payable annual percentage increase in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at any time upon 90 days’ prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordinglyRPI.

CHARGES AND PAYMENT. 9.1 8.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions Services in accordance with this clause 9 8 and Schedule 12. 9.2 8.2 The Customer shall on or before the Effective Date provide to the Supplier valid, up-to-date approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and and, if the Customer provides: (a) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term Term; and (ii) subject to clause 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in accordance with Schedule 1. 9.3 All invoices shall be payable by respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days of after the date of the such invoice. 9.4 8.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 (a) the Supplier may, without liability to the Customer, disable the Customer‘s Customer's password, account and access to all or part of the Subscription Services and the Supplier shall be under no obligation to provide any or all of the Subscription Services while the invoice(s) concerned remain unpaid; and 9.4.2 (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 Barclays Bank of England plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 8.4 All amounts and fees stated or referred to in this agreementAgreement: 9.5.1 (a) shall be payable in pounds sterling; 9.5.2 (b) are, subject to clause 13.3.211.3(c), non-cancellable and non-refundable; 9.5.3 (c) are exclusive of value added tax, which shall be added to the Supplier‘s Supplier's invoice(s) at the appropriate rate. 9.6 8.5 The Supplier shall be entitled to increase the Subscription Fees and Fees, at the fees payable in respect start of the additional User Subscriptions purchased pursuant to clause 3.3 at any time upon each Renewal Period by giving 90 days’ ' prior notice to the Customer and Schedule 1 2 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 9.1 7.1 The Customer Client shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 7 and Schedule 1the Documentation. 9.2 7.2 The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer Client: (i) in advance of the Initial Subscription Term; and (ii) subject to clause 12.1, on each Billing Day thereafter for the Subscription Fees payable in respect of the next Renewal Period, and the Client shall pay each invoice before the start of the Initial Subscription Term in accordance with Schedule 1and thereafter before the start of each Renewal Pe- riod. 9.3 All invoices shall be payable by the Customer within 30 days of the date of the invoice. 9.4 7.3 If the Supplier has not received payment within 30 days after before the due datestart of the Initial Subscription Term and thereafter before the start of each Renewal Period, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 , the Supplier may, without liability to the CustomerClient, disable the Customer‘s passwordClient's login data, passwords, account and access to all or part of the Services Ser- vices and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 7.4 All amounts and fees stated or referred to in this agreementto: 9.5.1 (a) shall be payable in pounds sterling; 9.5.2 (b) are, subject to clause 13.3.211.4(b), non-cancellable and non-refundable; 9.5.3 (c) are exclusive of value added tax, which or other local sales taxes. Where applicable value added tax shall be added to the Supplier‘s Supplier's invoice(s) at the appropriate rate. Where local sales tax or value added tax is accounted for by the purchaser of supplies the Client shall make its own arrangements for payment, after providing the Supplier with appropriate in- formation. 9.6 7.5 The Supplier shall be entitled to increase the Subscription Fees and at the fees payable in respect start of the additional User Subscriptions purchased pursuant to clause 3.3 at any time each Renewal Period upon 90 30 days’ ' prior notice to the Customer and Schedule 1 Client. 7.6 Notwithstanding that the Subscription Fees can at the Supplier’s sole discretion be waived by the Supplier for a period to be determined by the Supplier; e.g., for trial use by the Client, These Terms shall be deemed to have been amended accordinglyremain in full effect.

CHARGES AND PAYMENT. 9.1 ‌ 8.1. The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 8 and Schedule 1.1 [and the support fees in accordance with paragraphs 4.3 and 4.4 and Schedule 1].‌ 9.2 8.2. The Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer monthly in arrears for the Subscription Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices shall be payable by and the Customer shall pay each invoice within 30 days of after the date of the such invoice. 9.4 8.3. If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 9.4.1 8.3.1. the Supplier may, without liability to the Customer, disable the Customer‘s Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 8.3.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 9.5 8.4. All amounts and fees stated or referred to in this agreement: 9.5.1 8.4.1. shall be payable in pounds sterling; 9.5.2 8.4.2. are, subject to clause 13.3.212.3.2, non-cancellable and non-refundable; 9.5.3 8.4.3. are exclusive of value added tax, which shall be added to the Supplier‘s Supplier's invoice(s) at the appropriate rate. 9.6 8.5. If, at any time whilst using the Services, the Customer wishes to increase the amount of disk storage space available to it, the Customer shall make a Service Request. If the Service Request is accepted by the Supplier, the Supplier shall charge the Customer, and the Customer shall pay the Supplier's increased data storage fees. The Supplier's data storage fees (which form part of the Subscription Fees) current as at the Effective Date are set out in Schedule 1.‌ 8.6. The Supplier shall be entitled to increase the Subscription Fees and Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 3.3, the support fees payable pursuant to clause 4.3 and/or the excess storage fees payable pursuant to clause 8.5 at any time the start of each Renewal Period upon 90 days’ ' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 9.1 3.1. Save during any Free Subscription Term (when the Services shall be provided free of charge and may not be subject to Commercial Terms) any use of the Services shall be subject to charges and payment terms as set out in the Commercial Terms. 3.2. The Customer shall pay the PleXHub any User Subscription Fees as set out in the Commercial Terms from time to the Supplier time for the User Subscriptions in accordance with this clause 9 and Schedule 1Subscriptions. 9.2 3.3. The Customer shall on or before the Effective Commencement Date at the request of PleXHub, provide to the Supplier PleXHub approved purchase order information acceptable to the Supplier PleXHub and any other relevant valid, up-to-date and complete contact and billing details and information required by PleXHub in its absolute discretion following which the Supplier PleXHub shall invoice the Customer for the Subscription Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices shall be payable by the invoicing schedule set out in the Commercial Terms and the Customer shall pay each invoice within 30 days of after the date of the such invoice. 9.4 3.4. If the Supplier PleXHub has not received payment within 30 7 days after the due date, and without prejudice to any other rights and remedies of the SupplierPleXHub: 9.4.1 the Supplier 3.4.1. PleXHub may, without liability to the Customer, disable the Customer‘s passwordCustomer's passwords, account accounts and access to all or part of the Services and the Supplier PleXHub shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 9.4.2 3.4.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of PleXHub's bankers in the Bank of England UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment; 3.4.3. PleXHub may terminate the Contract forthwith. 9.5 3.5. All amounts and fees stated or referred to in this agreementAgreement: 9.5.1 3.5.1. shall be payable in pounds sterlingeuros (€); 9.5.2 are, subject to clause 13.3.2, 3.5.2. are non-cancellable and non-refundable; 9.5.3 3.5.3. are exclusive of value added tax, which shall be added to the Supplier‘s PleXHub's invoice(s) at the appropriate rate. 9.6 The Supplier 3.6. PleXHub shall be entitled to increase the Subscription Fees and Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 5. at any time the start of each Renewal Period upon 90 days’ ' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordinglyCustomer.

CHARGES AND PAYMENT. 9.1 3.1 The Charges payable by the Customer each month for the use of the ControlPoint Solution shall pay be the Subscription Fees amounts specified in schedule 2 based on the number of Joint Welds notified to the Supplier using the ControlPoint Solution and which the Supplier has inspected during the period from the 25th of each month until the issue of an invoice on 24th of the following month. 3.2 Information on the number of Joints inspected during the relevant month shall be taken from the JointManager Website by the Supplier using the Unique Identifying Number from the ControlPoint Enabled Unit and notified to the Customer. Save where there is manifest error such number of Joints inspected during the relevant month shall be final and binding on the Customer. 3.3 Payment of invoices issued by the Supplier for the User Subscriptions in accordance with this clause 9 Charges and Schedule 1. 9.2 The for any Additional Service shall be made by the Customer shall on or before the Effective Date provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Customer for the Subscription Fees payable in respect of the Subscription Term in accordance with Schedule 1. 9.3 All invoices shall be payable by the Customer within 30 days of a valid VAT invoice being delivered to the date of the invoiceCustomer. 9.4 3.4 If the Supplier has not received payment in respect of an invoice issued to the Customer under this Agreement within 30 14 days after the due datedate for payment , and without prejudice to any other rights and remedies of the Supplier: 9.4.1 3.4.1 the Supplier may, without liability to the Customer, disable the Customer‘s Customer's password, account and access to all or part of the Services ControlPoint Solution and the Supplier shall be under no obligation to provide any the ControlPoint Solution or all of the Additional Services while the invoice(s) concerned remain unpaid; and 9.4.2 3.4.2 the Customer shall pay to the Supplier interest shall calculated on a daily basis, at the rate per annum of 3% over the Bank of England base rate from time to time from the due date until payment (whether before or after judgment), such interest to accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before provided that this right shall not prejudice any other right or after judgment. 9.5 All amounts and fees stated or referred to in this agreement: 9.5.1 shall be payable in pounds sterling; 9.5.2 are, subject to clause 13.3.2, non-cancellable and non-refundable; 9.5.3 are exclusive of value added tax, which shall be added to the Supplier‘s invoice(s) at the appropriate rate. 9.6 The Supplier shall be entitled to increase the Subscription Fees and the fees payable remedy in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at any time upon 90 days’ prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordinglysuch sum.