Common use of CHARGES AND PAYMENT Clause in Contracts

CHARGES AND PAYMENT. 12.1 In consideration of the Supplier performing its obligations under this Agreement the Company shall pay the Charges for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Service Schedule or the Order. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Charges as set out in the Order, with the remaining balance paid either: (A) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Order. Time for payment shall be of the essence under this Agreement. 12.7 The Company must maintain a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement is not paid when due then the Supplier may claim interest from the due date until payment is made in full both before and after any judgment, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that sum, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelve

CHARGES AND PAYMENT. 12.1 In consideration of the Supplier performing its obligations under this Agreement the Company shall pay the Charges for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Statement of Work, Service Schedule or the Order. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders Statement of Works shall be invoiced either: (i) for Development projects, 50% of the total project Charges as set out in the OrderStatement of Works on Order signature, with the remaining balance paid either: (A) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the OrderStatement of Work; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the OrderStatement of Work; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 12.3 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 12.4 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or OrderStatement of Work; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 12.5 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date following receipt of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Statement of Work or the Order. Time for payment shall be of the essence under this Agreement. 12.7 12.6 The Company Customer must maintain a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 12.7 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company Customer fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 12.8 If any undisputed sum payable under this Agreement is not paid when due then the Supplier may claim interest from the due date until payment is made in full both before and after any judgment, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 12.9 Any sum payable is exclusive of VAT which shall be payable in addition to that sum, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 12.10 The Supplier shall be entitled to increase the Charges as followsin respect of: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out defined in Clauses 12.12b), 12.11c), 12.11d)paragraph 12.10b) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services;; and c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelve.

CHARGES AND PAYMENT. 12.1 7.1 In consideration for the provision by Company of the Supplier performing its obligations under this Agreement the Company Services, Customer shall pay to Company the Charges for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Service Schedule or the Order. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Charges as set out in the Order, with . All Charges will be exclusive of VAT. The Customer shall pay VAT on all sums due under this Agreement at the remaining balance paid either: (A) on completion of Milestones on either a fixed cost or time incurred basis, as set out rate and in the Order; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred manner prescribed by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier law from time to time. 12.6 The 7.2 Unless otherwise stated in the Order, Charges will be invoiced by Company to Customer monthly in advance and will become due and payable via Direct Debit on the first day of each month. Company reserves the right to charge a reasonable administrative fee in the event that Charges are not paid via Direct Debit. 7.3 Company has the right, on 30 days written notice to the Customer, to increase its Charges; (a) on an annual basis in line with inflation in the United Kingdom, with reference to any increases in the Consumer Price Index rate (being the rate published by the Office for National Statistics (or any other body to which the functions of that office are transferred) in January of each year; (b) at any time during this Agreement in the event of any increase in Network or Third Party Supplier prices in respect of the Services; (c) at any time during this Agreement if Company incurs costs (including reasonable administrative costs) in respect of any failure by Customer to comply with this Agreement; (d) at any time during this Agreement in order to cover unanticipated charges incurred in respect of the Services, to include by way of examples only and without limitation, fault investigation charges, excess construction charges, suspension or termination fees levied by any Network or Third Party Supplier, costs relating to any uninstallation, removal or moving of Equipment required by Customer and any other significant changes in time and resource required to deliver the Services. 7.4 If any payment is not made within thirty (30) days of receipt of an invoice for such payment then Company may, without prejudice to its other rights, charge simple daily interest equivalent to an annual rate of 4% above the base rate of the bank that Company use from time to time on sums owing from the date when payment was due (being thirty (30) days after the date of invoice on disputed amounts determined to be due) until the date that Company receives payment of all sums outstanding including accrued interest. No interest shall pay Charges in full be payable on any disputed amounts that are ultimately found (by a final court of competent jurisdiction) not to be payable. 7.5 It is understood that any and clear funds for all services requested by Customer other than the Services by direct debit unless otherwise set out in the Order will be quoted and within 30 days from the date of a valid invoice from the Supplierbilled as separate, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Order. Time for payment shall be of the essence under this Agreementindividual services. 12.7 The Company must maintain a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement is not paid when due then the Supplier may claim interest from the due date until payment is made in full both before and after any judgment, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that sum, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelve

CHARGES AND PAYMENT. 12.1 5.1 In consideration of the Supplier performing its obligations under this Agreement provision of the Company Services by ACL, the Merchant shall pay the Charges for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the following conditions: (a) ACL will invoice the Merchant calendar monthly using the same date in the month as their internet signup date for the ACL Service in respect of the monthly Fixed Charge and Throughput Charges. (b) The Merchant agrees for all Charges payable pursuant to the Contract to be paid to ACL by credit or debit card; or by direct bank transfer as determined by ACL and the Merchant shall provide ACL with a signed Mandate to effect such payment. The Charges shall be paid on receipt of the ACL invoice and payment dates referred shall be made without any set-off, withholding or counterclaim. During account setup, the initial credit or debit card used will become subject to in the automated recurring credit or debit card transaction process. This credit or debit card will be used to automatically pay for invoices raised by ACL. By contacting ACL, a Service Schedule credit or debit card can be updated at any time and the Order. If not specified the Merchant can opt out of recurring credit or debit card transactions if required. (c) The Charges shall be invoiced and paid in pounds sterling. ACL will (where applicable) add value added tax (or any other applicable tax or charge in any country where the Services are provided) to the ACL invoices. 5.5 ACL reserves the right at any time to require that the Merchant pay all or any part of the Charges in advance of provision of all or any part of the Services or a deposit in advance or to provide a guarantee as security for payment of future invoices in respect of the Services to be provided if the Merchant gives legitimate cause for concern by defaulting on or being late in paying due ACL invoices. 5.6 The Charges do not include any call charges or service charges incurred by the Merchant in accessing the Services via the internet or via a Third Party internet service provider. The Merchant agrees to pay these charges directly to the relevant service provider. 5.7 ACL may, at the end of each calendar year dating from the Merchant's internet signup date for the ACL Service, restructure the Contract and revise the Charges (or any part thereof) in line with inflationary increases or changes to compliance requirements from licensing or authorising bodies. 5.8 Without prejudice to any other right or remedy that it may have, if the Merchant fails to pay ACL on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced eitherdue date in accordance with the Contract, ACL may: (ia) for Development projects, 50% of the total project Charges as set out in the Order, with the remaining balance paid either: (A) charge interest on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred by the Supplier such sum from the Related Service Provider; and e) third party network services invoiced on due date for payment at the date annual rate of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and 4% above the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier base lending rate from time to time, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Merchant shall pay the interest immediately on demand. ACL may claim interest under the Late Payment of Commercial Debts (Interest) Xxx 0000; and (b) suspend the provision of all or any Services until payment has been made in full in cleared funds. 12.6 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Order. 5.9 Time for payment shall be of the essence under this Agreementof the Contract. 12.7 The Company must maintain a valid direct debit mandate 5.10 All sums payable to ACL under the Contract shall become due immediately on its termination for the Termany reason whatsoever, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the notwithstanding any other provision. This condition 5.10 is without prejudice to any right to charge an additional sum of 10% of claim for interest under the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement is not paid when due then the Supplier may claim interest from the due date until payment is made in full both before and after any judgment, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that sum, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network providerlaw, or any third party supplier of Equipment (for such right under the avoidance of doubt Contract. 5.11 ACL may, without prejudice to any Equipment quoted for will remain at the price quoted for so long as the Order remains valid)other rights it may have, in all cases which is used solely for the provision set off any liability of the Services; c) Merchant to ACL against any increase in the volume liability of the Services, licences or support being provided by the Supplier; and d) In addition ACL to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelveMerchant.

CHARGES AND PAYMENT. 12.1 In consideration of 5.1 Rillion shall invoice the Supplier performing its obligations under this Agreement the Company shall pay the Charges Customer for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges Fees in accordance with the payment dates referred relevant Order Form and/or SOW. The Customer shall pay each invoice submitted to it by Rillion within 30 days of the date of invoice (unless otherwise agreed in writing between the Parties) to a Service Schedule or the Orderbank account nominated in writing by Rillion from time to time. If not specified the Charges The Professional Services are exclusive of expenses, which shall be invoiced on billed monthly. Rillion reserves the following basis:right to charge its standard service rates for travel time at the full hourly rate during Business Hours and at half the hourly rate outside of Business Hours. a) Equipment shall 5.2 The Parties agree that Fees may be invoiced on dispatch; b) Orders shall be invoiced eitheradjusted as follows: (i) for Development projectsannually, 50% commencing on the first anniversary of the total project Charges Subscription Start Date (as set out in forth on the OrderOrder From) and on each subsequent anniversary thereof (each, with an “Adjustment Date“), based on an adjustment determined by the remaining balance paid either: most recent full calendar year’s average Consumer Price Index (A) on completion of Milestones on either a fixed cost or time incurred basisCPI), as set out published by either (a) the Swedish Central Bank, for Customers incorporated outside of the US, or (b) the Bureau of Labor Statistics, for Customers incorporated within the US, in the Ordereach case plus an additional uplift of up to 3%; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred.and/or (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later an adjustment of the date of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced Fees in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection accordance with this Agreement and/or Order; and c) be sent to the address Rillion’s price lists as may be notified to the Supplier applicable from time to time. 12.6 The Company shall pay Charges in full and clear funds for , subject to Rillion giving the Services by direct debit unless otherwise set out in the Order and within 30 days from the date of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Order. Time for payment shall be Customer at least 4 (four) months’ notice prior to each adjustment of the essence under Fees. For the avoidance of doubt, should the Customer deem the adjustment of Fees set forth in this Agreement. 12.7 The Company must maintain a valid direct debit mandate for item (ii) unacceptable, the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit Customer may terminate this Agreement in accordance with Clause 12.6 aboveclause 11 below. The adjusted Fees shall become effective on the Adjustment Date and shall apply to all Services provided thereafter until the next Adjustment Date. 12.9 5.3 The Fee for the Rillion Pay Service (“Pay Service”) shall be calculated on the basis of the number of transactions instructed, in accordance with Rillion’s then-current service transaction fee schedule, available on request. Rillion shall be entitled at any time without prior notice to also pass through any fees and any increases in communication tariffs related to the Pay Services, including government-imposed access fees, fees resulting from changes in regulation or statute, fees or assessments imposed pursuant to any operating regulations, transaction costs and any third-party imposed costs. The Customer may be eligible to receive certain rebates related to payments made by the Customer via virtual card as detailed in the relevant Order Form (“Rebate”). Rillion will provide a detailed breakdown of the Rebate calculation to Customer as required, which may be set off against Customer’s future invoices. Any changes to the method of calculation of such Rebates will be communicated to Customer with reasonable notice, and such changes will apply from the effective date specified in the notice. 5.4 If Rillion has not received payment of any undisputed sum payable due under this Agreement is not paid when by the due then date, and without prejudice to any other rights and remedies of Rillion: (a) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the Supplier may claim interest then-current base lending rate of the Swedish Central Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment; (b) Customer shall reimburse Rillion for all reasonable costs incurred by Rillion in collecting any late payments or interest, including attorneys' fees, court costs and collection agency fees; and (c) Rillion may, if such failure continues for 30 days, suspend part or all of the Services until payment is made has been received in full both before and after any judgment, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%full. 12.10 The Company shall not be able 5.5 All sums payable to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is Rillion under this Agreement are exclusive of VAT value added tax, goods and service tax, withholding tax, sales tax or other consumption or similar taxes (“Indirect Taxes”), which shall be payable in addition added to that sum, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: ainvoice(s) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelveappropriate rate.

CHARGES AND PAYMENT. 12.1 In consideration 7.1 Charges in respect of Services provided by ISOvA to the Supplier performing its obligations Client under this Agreement the Company each Letter of Engagement are set out in detail in each applicable Letter of Engagement. All payments shall pay the Charges for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is be in pounds sterling the price (GBP) unless an alternative currency is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only specifically agreed and is subject to currency fluctuation. Unless specified stated in the Orderrelevant Letter of Engagement. 7.2 ISOvA shall, any currency fluctuations in the pricing from the Order date respect of Letters of Engagement setting out a time and materials basis for payment, issue a monthly invoice to the invoice date will be applied Client addressed to the invoice price. Pricing fluctuations would be applied over Client at the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Service Schedule or the Order. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Charges as address set out in the Order, with relevant Letter of Engagement. The invoice may also be issued via electronic mail to the remaining balance paid either: (A) on completion of Milestones on either a fixed cost or time incurred basis, as Client’s email address set out in the Order; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurredrelevant Letter of Engagement. (ii) on completion 7.3 ISOvA accepts payment at its option by cheque or by money transfer to the account of Milestones on either a fixed cost or time incurred basis, as which full details are set out in its invoices, using the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurredrelevant client number or invoice number as the payment reference. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later 7.4 Time is of the date essence in respect of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced Client’s payment obligations. All Charges and expenses shall become due on the date of activationthe applicable invoice. The Client must pay each invoice within thirty (30) days after the date of the invoice. f7.5 The Client’s payment of ISOvA’s invoices shall in no way be conditional upon or delayed pending the Client’s receipt of payment or funds from any third party and all amounts due under this Agreement shall be paid by the Client to ISOvA in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law) Expenses incurred will and the Client shall not be invoiced entitled to assert any credit, set-off or counterclaim against ISOvA in arrears as incurred at costorder to justify withholding payment of any such amount in whole or in part. 12.4 Where a Statement of Work Commencement Date has been agreed 7.6 All Rates and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out Charges detailed in this Agreement, which would therefore require and all Letters of Engagement, are exclusive of Value Added Tax (VAT) or other applicable sales tax and, where applicable, such VAT or other applicable sales tax shall be added at the Company appropriate rate to request a the total of all Charges and expenses shown on the Client’s invoice. ISOvA shall pass on changes in the rate of VAT or applicable sales tax. If the rate of VAT or sales tax changes between the Agreement Date and the date ISOvA provides the Services, ISOvA shall adjust the rate of VAT or sales tax that the Client pays, unless the Client has already paid for the Services in full before the change in the Statement rate of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks VAT or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payablesales tax takes effect. 12.5 Invoices issued by 7.7 If any of ISOvA’s invoices becomes overdue, ISOvA shall have the Supplier will: a) be valid tax invoices for the purposes rights of VAT legislation suspension and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise termination set out in the Order and within 30 days from the date of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Order. Time for payment shall be of the essence under this Agreementclause 11. 12.7 The Company must maintain 7.8 Overdue invoices shall accrue interest at 3% (three per cent) above the prevailing Bank of England base rate. This interest shall accrue on a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement is not paid when due then the Supplier may claim interest daily basis from the due date until payment is made in full both before and after any judgment, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive actual payment of VAT which shall be payable in addition the overdue amount, whether before or after judgment. The Client must pay interest together with any overdue amount and should ISOvA have to that sum, and all payments by the Company shall be made without deduction or set off issue legal proceedings to enforce payment of any amount. 12.12 The Supplier shall be entitled invoices pursuant to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (the Client accepts responsibility for all ISOvA’s legal fees and disbursements notwithstanding the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision value of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the rightclaim, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelvea full indemnity basis.

CHARGES AND PAYMENT. 12.1 3.1 In consideration of the Supplier performing its obligations Services to be provided hereunder, Delta will charge MN Airlines and MN Airlines agrees to pay to Delta those charges appearing in the Annex A2 hereto. All amounts shown and all payments due under this Agreement are in United States Dollars. All amounts will be invoiced to MN Airlines and settled through direct billing unless otherwise mutually agreed to, in writing, between the Company parties. All charges shown in Annexes hereto shall pay the Charges for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is be subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges escalation in accordance with the payment dates referred escalation formula listed in Annex A3 to in a Service Schedule or the Order. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Charges as set out in the Order, with the remaining balance paid either: (A) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurredthis Agreement. 3.2 MN Airlines will pre-pay all invoices. MN Airlines may chose a payment plan to pay all invoiced within thirty (ii30) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 calendar days from the date of such invoice, however Delta may require a valid invoice from Letter of Credit in an amount to be determined by Delta. MN Airlines shall make all payments to Delta by wire transfer (MN Airlines to bear the Supplierexpense of the wire charges) to Citibank, provided N.A., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, XXX number 000000000, account number 00000000, with a request that day is a Business Day, otherwise the next Business Day after such bank advise Delta by telephone at 000-000-0000 upon receipt of the funds. Should an amount due to Delta by MN Airlines not be paid by its due date, unless different payment terms are agreed MN Airlines will pay a late charge equal to the lesser of 1.5% per month or the maximum rate permitted by applicable law from and after the parties due date until the unpaid balance and any accrued interest is paid in full (“Past Due Rate”). 3.3 Any and all sales, use, value added, excise, goods and services or other taxes (excluding any tax upon the Order. Time for payment shall income or gross receipts of Delta), assessments, fees, duties or other charges imposed or which may be imposed by any federal, state, county or local taxing or other authority on the provision or sale of the essence services, parts, materials or articles to MN Airlines supplied under this AgreementAgreement (“Taxes”) for which Delta may be held responsible for the collection or payment on its own behalf or on behalf of MN Airlines will be the sole and exclusive responsibility of and will be payable exclusively by MN Airlines. 12.7 The Company must maintain 3.4 All amounts charged hereunder are exclusive of such Taxes and charges. Delta’s failure to invoice or collect such taxes and charges from MN Airlines will not be deemed a valid direct debit mandate waiver or release of MN Airlines obligations hereunder, if any. MN Airlines further agrees to indemnify and hold Delta harmless from and against the payment of those Taxes referred to in Section 3.3 of this Agreement. In addition, MN Airlines agrees to repay the interest and penalties that may accrue or are otherwise incurred in connection with the Services. If a claim is made against any party for Taxes with respect to which the Termother party is liable for a payment or indemnity hereunder, unless otherwise agreed by the parties party receiving such claim will promptly give the other notice in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate writing within 14 fifteen (15) days of receipt of such claim; provided, however, that failure to give notice will not relieve any party of its obligations hereunder; provided, however, that the party which fails to give timely notice of the assessment of any Tax shall be responsible for any interest and penalties relating to or arising from the Supplierlate payment of such Tax. MN Airlines will be required to remit payment to Delta or the tax authority, as appropriate, unless the parties agree that MN Airlines is permitted by applicable law to contest such claim and defer payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement the law. Such contest will be coordinated by Delta and the reasonable expenses will be borne by MN Airlines, and includes, but is not paid when due then the Supplier may claim interest from the due date until payment is made in full both before limited to such costs, expenses, legal and after accounting fees, penalties and interest. If either party receives any judgment, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that sum, and all payments by the Company shall be made without deduction or set off refund on account of any amount. 12.12 The Supplier shall be entitled to increase suit or action for a Tax for which the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price indexother party has provided funds hereunder, such change would be applied annually on the anniversary of this Agreement; b) party shall promptly, but in any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company event within thirty (30) days’ noticedays of receipt of such refund, remit such refund to increase the Charges once in other party, together with any twelveinterest refunded on such amount.

CHARGES AND PAYMENT. 12.1 In consideration Subject to any provision of this Contract to the Supplier performing its obligations under this Agreement the Company shall pay the Charges for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates contrary (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject without limitation those relating to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Service Schedule or the Order. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Charges as set out in the Order, with the remaining balance paid either: (A) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement withholding and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Order. Time for payment shall be of the essence under this Agreement. 12.7 The Company must maintain a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement is not paid when due then the Supplier may claim interest from the due date until payment is made in full both before and after any judgment, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that sum, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains validretention), in all cases which is used solely consideration for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges Services in accordance with Clauses 12.11a), 12.11b) and 12.11c)the terms of this Contract, the Supplier reserves Authority shall pay the rightProvider the Charges. The Charges and payment terms shall be set out in the Appendices for each individual Service element. THE CHARGES ARE STATED EXCLUSIVE OF VAT, on giving WHICH SHALL BE ADDED AT THE PREVAILING RATE AS APPLICABLE AND PAID BY THE AUTHORITY FOLLOWING DELIVERY OF A VALID VAT INVOICE. IN ITS PERFORMANCE OF THIS CONTRACT THE PROVIDER SHALL NOT PROVIDE OR OFFER TO A SERVICE USER ANY CLINICAL OR MEDICAL SERVICES FOR WHICH ANY CHARGES WOULD BE PAYABLE BY THE SERVICE USER (OTHER THAN IN ACCORDANCE WITH THIS CONTRACT, THE LAW AND/OR GUIDANCE). If a Party, acting in good faith, contests all or any part of any payment calculated in accordance with this clause B8.: the Company thirty (30) days’ noticecontesting Party shall within 5 Business Days notify the other Party, setting out in reasonable detail the reasons for contesting the requested payment, and in particular identifying which elements are contested and which are not contested; any uncontested amount shall be paid in accordance with this Contract. If a Party contests a payment under clause B8.5. and the Parties have not resolved the matter within 20 Business Days of the date of notification under clause B8.5., the contesting Party may refer the matter to dispute resolution under clause B31. and following the resolution of any dispute referred to dispute resolution, where applicable the relevant party shall pay any amount agreed or determined to be payable in accordance with the appropriate Appendix Specification. Subject to any express provision of this Contract to the contrary each Party shall be entitled, without prejudice to any other right or remedy it has under this Contract, to increase receive interest at the Charges once in Default Interest Rate on any twelvepayment not made from the day after the date on which payment was due up to and including the date of payment. Each Party may retain or set off any sums owed to the other Party which have fallen due and payable against any sum due to the other Party under this Contract or any other agreement between the Parties.

CHARGES AND PAYMENT. 12.1 In consideration 7.1 Clause 7.2 shall apply if Services are to be provided on a time-and-materials basis. Clause 7.4 shall apply if the Services are to be provided for a fixed price. 7.2 Where the Services are provided on a time-and-materials basis, such services shall be specifically stated and defined in Schedule 2 and: 7.2.1 the charges payable for the Services shall be calculated in accordance with Sentinel's agreed rates as specified in Schedule 2. All charges quoted shall be exclusive of VAT which Sentinel shall add to its invoices at the appropriate rate; 7.2.2 Sentinel's standard daily fee rates are calculated on the basis of an eight-hour day worked between pre-agreed start and end times; 7.2.3 Sentinel shall ensure that all members of the Supplier performing its obligations under this Agreement project team complete time sheets recording time spent on the Company project, and Sentinel shall pay use such time sheets to calculate the Charges for charges covered by each monthly invoice; and 7.2.4 Sentinel shall invoice the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is Client based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) time and materials spent on the day delivery of service as specified in Schedule 2. 7.3 The parties agree that Sentinel may review its standard daily fee rates provided that such charges cannot be increased other than in line with the Retail Prices Index or any official index replacing it, not more than once in any 12 month period commencing after the first anniversary of the Order. Where pricing is subject to current fluctuations commencement of this will Agreement and any such increase must be highlighted on agreed in advance with the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the AgreementClient. 12.3 The Supplier may invoice 7.4 Where the Company in advance Services are provided for a fixed price, the total price for the Charges Services shall be the amount set out Schedule 2 and any payments shall be paid to Sentinel in accordance with the payment dates referred to cost structure stated in a Service Schedule 2. Sentinel shall invoice the Client for the charges that are then payable, (including VAT, where appropriate), calculated as provided in clause 7.5. 7.5 Unless specified in Schedule 2, any fixed price for the Services contained in the Agreement includes the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by its project team in connection with the Agreement, and the cost of any materials or services reasonably and properly provided by third parties required by Sentinel under the OrderAgreement. If not specified the Charges Such expenses, materials and third party services shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Charges as set out in the Order, with the remaining balance paid either: (A) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred Sentinel at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests 7.6 The Client shall pay each undisputed invoice submitted to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out it by Sentinel in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Datefull, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the workin cleared funds, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Order. Time for payment shall be of the essence under this Agreementreceipt. 12.7 The Company must maintain a valid direct debit mandate for 7.7 Without prejudice to any other right or remedy that Sentinel may have, if the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company Client fails to maintain a valid direct debit mandate and thereafter fails to reinstate pay Sentinel on the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed due date Sentinel may charge interest on such sum payable under this Agreement is not paid when due then the Supplier may claim interest from the due date until for payment is made in full both before and after any judgment, at 5the annual rate of 3% per annum over above the Bank of England Bank Rate base lending rate from time to time but at 5% of Barclays Bank, accruing on a year for daily basis and being compounded quarterly until payment is made, whether before or after any period where the Bank Rate is below 0%judgment. 12.10 The Company 7.8 All payments payable to Sentinel under the Agreement shall not be able become due immediately on termination of the Agreement, despite any other provision. This clause is without prejudice to dispute any amounts which have been paid by right to claim for interest under the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that sum, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network providerlaw, or any third party supplier of Equipment (for such right under the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelveAgreement.

CHARGES AND PAYMENT. 12.1 In consideration of the Supplier performing its obligations under this Agreement the Company shall pay the Charges 6.1 The price for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Service Schedule or the Order. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Charges Products as set out in the OrderContract shall be strictly fixed, and shall be the full and exclusive remuneration of the Supplier for the Products. Unless otherwise agreed in writing by ICON, the price shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the remaining balance paid either:performance/delivery of the Products. (A) 6.2 The Supplier shall invoice ICON on completion ICON’s receipt and ICON’s written acceptance of Milestones on either a fixed cost or time incurred basis, as set out the Products unless otherwise expressly stated in the Order; or. In order for payments to be due and payable hereunder, Supplier’s invoice must clearly state the ICON purchase order number on its face, amount payable in the Contract Currency and include any other supporting information required by ICON to verify the accuracy of the invoice. Where VAT is charged each invoice must include all relevant information required to constitute a valid invoice for VAT purposes. ICON will not be obliged to make payment in advance of receiving a valid VAT invoice. All invoices shall include be made in the (B) if there are no applicable Milestones6.3 In consideration of the supply of Products by the Supplier, on a time and materials basis, and monthly in arrears based on time incurredICON shall pay within 60 days from receipt of properly invoiced amounts. (ii) on completion 6.4 ICON shall have no obligation to pay any invoice issued more than 60 days after receipt and acceptance of Milestones on either a fixed cost or time incurred basis, as set out the Products stated in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c6.5 All amounts payable by ICON under the Contract are exclusive of amounts in respect of Valued Added Tax, Goods and Services tax or equivalent taxes (excluding US Sales tax) Services shall be invoiced monthly in advance, unless stated otherwise in chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred Contract by the Supplier from the Related Service Provider; and e) third party network services invoiced to ICON, ICON shall, on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Products at the same time as payment is due for the supply of the Products. ICON shall not be responsible for any other Supplier taxes of any kind. 6.6 Taxes (and any penalties thereon) imposed on any payment made by ICON to Supplier shall be the responsibility of Supplier, provided however any taxes based on the net income of ICON shall be the responsibility of ICON. Supplier shall be solely and unconditionally responsible for paying any and all taxes and assessments, including all income, social security, withholding and employment taxes, relating to any income or other consideration that day is a Business DaySupplier or any of Supplier’s employees or representatives derive from this Contract and for providing all other employee compensation, otherwise the next Business Day after such datecontributions and benefits with respect to its employees and representatives. All payments to be made to Supplier shall be made in full without deduction or withholding of or with respect to any tax, unless different payment terms are agreed ICON is required by law to make such deduction or withholding (“Withholding Taxes”). If and to the extent ICON apply Withholding Taxes to payments to the Supplier and correctly remit the amount of any such Withholding Taxes to the relevant tax authority, ICON will be regarded for the purposes of determining the amount owed by ICON to Supplier as having discharged its liability to the Supplier in an amount equal to the amount of any such Withholding Taxes correctly deducted and remitted. Where required to do so under applicable legislation ICON shall provide Supplier with certification of the amount of such Withholding Taxes remitted in a form acceptable under relevant legislation. 6.7 Supplier agrees that it shall not apply for tax relief for spending in any country or region (unless Supplier is the sole Party eligible for such tax relief) and that ICON shall be the sole beneficiary of any tax credits for expenditure for which it is eligible. 6.8 Supplier and ICON shall reasonably cooperate where required to mitigate any unexpected tax consequences of this Contract and to enable both parties comply with their respective tax obligations. 6.9 The Supplier shall maintain complete and accurate records of Services, except to the extent that such actual or alleged the time spent and materials used by the parties Supplier in providing infringement of third party's intellectual property rights arise from the OrderServices, the negligence or wilful misconduct of ICON; 6.10 Supplier shall allow ICON to inspect and/or request copies of (b) death, personal injury or damage to property arising out of, or in any records pertaining to the Products at all reasonable times on connection with, defects in, improper handling instructions for or request. Time for payment shall be improper packaging or labelling of Goods, except to the extent 6.11 ICON may at any time, without limiting any of its other rights or arising from the negligence or wilful misconduct of ICON; remedies, set off any liability of the essence under this Agreement. 12.7 The Company must maintain a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% ICON against any (c) supply of the Charges in Products under the event Contract ,except to the Company fails extent liability of ICON to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement whether either liability is not paid when due then the Supplier may claim interest from the due date until payment is made in full both before and after any judgmentpresent arising out of ICON’s negligence or wilful misconduct. or future, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that sumliquidated or unliquidated, and all payments by whether or not either (d) Supplier’s violation of applicable laws, regulations, statute or liability arises under the Company shall be made without deduction Contract. ordinance; (e) negligence or set off wilful misconduct of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelveor

CHARGES AND PAYMENT. 12.1 In consideration of the Supplier performing its obligations under this Agreement provision of the Company Services, the Customer shall pay to the Charges for Supplier the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuationCharges. Unless specified in Schedule 2, the Order, any currency fluctuations Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term performance of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Service Schedule or the OrderServices. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Charges as set out in the Order, with the remaining balance paid either: (A) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (B) if there Where Services are no applicable Milestones, provided on a time and materials basis: the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); all materials shall be supplied at cost unless specified in Schedule 2; the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly in arrears based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as invoice; each invoice shall set out in the Ordertime spent by each of the Supplier’s personnel and be accompanied by timesheets; or (iii) if there are no applicable Milestones, on a and the Supplier shall maintain complete and accurate records of the time spent and materials basisused by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. Unless otherwise specified in , the Charges and monthly in arrears based on time incurred. c) Services any reimbursable costs and expenses shall be invoiced monthly in advance, unless stated otherwise arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. Payment of invoices in the Order; d) third party software licences invoiced on the later relation to which there is no bona fide dispute shall be made in full within 90 days of the date of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date invoice. Payment of activation. f) Expenses incurred will be invoiced invoices in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services relation to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date of a valid invoice from the Supplier, provided that day there is a Business Day, otherwise bona fide dispute shall be made within 45 days of settlement of the next Business Day after such date, unless different payment terms are agreed by the parties in the Orderdispute. Time The time for payment of the Charges shall not be of the essence of this Agreement. the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. 12.7 The Company must maintain . If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a valid direct debit mandate market rate of exchange for the Term, unless otherwise agreed purpose of set-off. Any exercise by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum Customer of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment its rights under this clause shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If limit or affect any undisputed sum payable other rights or remedies available to it under this Agreement is not paid when due then the Supplier may claim interest from the due date until payment is made in full both before and after any judgment, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%or otherwise. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that sum, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelve

CHARGES AND PAYMENT. 12.1 In consideration of the Supplier performing its obligations under this Agreement the Company shall pay the Charges 8.1 The price for the Services.Goods: 12.2 Where 8.1.1 shall be the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Service Schedule or the Order. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Charges as set out in the Order, with or if no price is quoted, the remaining balance paid either:price set out in the Supplier’s published price list in force at the Commencement Date; and (A) on completion 8.1.2 shall be inclusive of Milestones on either a fixed cost or time incurred basisthe costs of packaging, as insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by Wilko. 8.2 The charges for the Services shall be set out in the Order; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly shall be the full and exclusive remuneration of the Supplier in arrears based on time incurredrespect of the performance of the Services. Unless otherwise agreed in writing by Wilko, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. (ii) 8.3 In respect of the Goods, the Supplier shall invoice Wilko on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice Wilko on completion of Milestones on either a fixed cost or time incurred basisthe Services. Each invoice shall include such supporting information required by Wilko to verify the accuracy of the invoice, as set out in including but not limited to the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services relevant purchase order number. any invoice sent by the supplier to wilko shall be sent electronically to the following email address xxxxxxxxx.xxxxxxxx@xxxxx.xxx. all invoices should include the following information - Unique Invoice Number, Invoice Date, the Purchase Order Number Against Which the Goods and/or Services are being supplied, Supplier Name and Address VAT Registration Number if applicable, description sufficient to identify the Goods and/or Services, Delivery Address, Delivery Date, Price per item excluding VAT, any discount applied, Subtotal excluding VAT, VAT Total, Grand Total 8.4 In consideration of the supply of Goods and/or Services by the Supplier, Wilko shall pay the invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later amounts within 60 days of the date of purchase or charge incurred a correctly rendered invoice to a bank account nominated in writing by the Supplier. 8.5 All amounts payable by Wilko under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier from the Related Service Provider; and e) third party network services invoiced to Wilko, Wilko shall, on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date receipt of a valid VAT invoice from the Supplier, provided that day pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is a Business Day, otherwise due for the next Business Day after such date, unless different payment terms are agreed supply of the Goods and/or Services. 8.6 The Supplier shall maintain complete and accurate records of the time spent and materials used by the parties Supplier in providing the Order. Time for payment Services, and the Supplier shall be of the essence under this Agreementallow Wilko to inspect such records at all reasonable times on request. 12.7 The Company must maintain a valid direct debit mandate for the Term8.7 Wilko may at any time, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right without notice to charge an additional sum of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If set off any undisputed sum payable under this Agreement is not paid when due then liability of the Supplier may claim interest from the due date until payment is made in full both before and after to Wilko against any judgment, at 5% per annum over the Bank liability of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that sum, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition Wilko to the Supplier’s right , whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by Wilko of its rights under this clause 8.7 shall not limit or affect any other rights or remedies available to increase it under the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelveContract or otherwise.

CHARGES AND PAYMENT. 12.1 In consideration ‌ 9.1 The Charges comprise the Full-service Charge, the Ride-through Charge and the Per-vehicle Charge. The level of Charges is set with a view to cost recovery by Participating Boroughs. The structure of the Supplier performing its obligations under this Agreement the Company shall pay the Charges for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Service Schedule or the Order. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Charges as set out in the OrderSpecification. 9.2 The Full-service Charge is payable per Full-service Borough, with and the remaining balance paid either:Ride-through Charge is payable per Ride-through Borough. The Operator is invoiced for each of these Charges as part of the Operator Contract Request procedure as further set out in Clause 5. 9.3 The Per-vehicle Charge is payable in arrears for each Trial Period in which Vehicles are deployed in Full-service Boroughs. The invoice for the Per-vehicle Charge shall show the total Charge payable by the Operator for the relevant Trial Period, broken down by the amounts due to Full- service Boroughs and the Administrator. Invoices are payable within thirty (A30) on completion days of Milestones on either a fixed cost or time incurred basis, the invoice date. 9.4 The Administrator shall allocate and distribute the monies it receives in respect of the Charges to the Participating Boroughs as set out in the Order; orSpecification. (B) 9.5 All Charges exclude any VAT which may be chargeable, which will be payable in addition to the sum in question at the rate and in the manner for the time being prescribed by law on delivery of a valid VAT invoice. 9.6 The Operator shall notify the Administrator promptly if there are no applicable Milestones, on a time and materials basisit considers that the Charges in any invoice have not been calculated correctly and/or if the invoice contains any other error or inadequacy, and monthly in arrears based on time incurredthe Parties shall work together to resolve the error or inadequacy. Upon resolution, the Administrator shall, as applicable, submit a revised invoice to the Operator. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services 9.7 The Operator shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to treat any properly submitted invoice the Company for the relevant work as follows a) notice of 4 weeks disputed or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days incorrect solely due to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payableits own undue delay in considering and verifying it. 12.5 Invoices issued 9.8 No receipt of monies in respect of the Charges by the Supplier will: aAdministrator or act or omission or approval by the Administrator (whether related to receipt of monies or otherwise) shall indicate or be valid tax invoices for taken to indicate the purposes Administrator’s acceptance or approval of VAT legislation and be invoiced in pounds sterling; b) identify the partiesService or any part of it or any act or omission of the Operator, specify the Services to or otherwise prejudice any rights, powers or remedies which the invoice relates and include the purchase order number Administrator or other reference number that a Participating Borough may have been provided by against the Company Operator, or absolve the Operator from any obligation or liability imposed on the Operator under this Agreement or under an Operator Contract. 9.9 The Operator is not entitled to receive payment under this Agreement or any Operator Contract for any costs of staff, facilities, equipment, materials, taxes, fees and other costs associated with operating a business in the Supplier UK or any other expenses whatsoever that it may incur in connection with this Agreement and/or Orderor the provision of the Service to a Participating Borough and neither the Administrator or any of the Participating Boroughs shall have any responsibility or liability in relation to any of the foregoing. 9.10 The Operator shall be liable to pay any fines, costs, claims, damages or expenses including any such fines, costs, claims, damages or expenses incurred by the Administrator, an Eligible Borough or the police service, in respect of: 9.10.1 any obstruction of the highway by its Vehicles or removal of such obstructing Vehicles; 9.10.2 any circumstances in relation to the provision of the Service that are contrary to, or do not comply with, the Specification; and c) be sent to 9.10.3 the address as may be notified to removal and/or storage of any Vehicles not removed from: 9.10.3.1 the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear funds for area within the Services by direct debit unless otherwise set out in the Order and within 30 days from the date jurisdiction of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Order. Time for payment shall be Participating Borough within five (5) days of the essence under termination of the Operator Contract with that Participating Borough; or 9.10.3.2 the Trial Area within five (5) days of the termination of this Agreement. 12.7 9.11 The Company must maintain a valid direct debit mandate for the Term, unless otherwise agreed by the parties Operator acknowledges and agrees that in the Order. 12.8 The Supplier reserves event that it does not collect any Vehicles being stored by a public authority (whether the Administrator, an Eligible Borough or the police service), having been notified in writing of such storage and the ten-day timescale for collection, that authority, without any further reference to the Operator, shall have the right to charge an additional sum dispose of 10% such uncollected Vehicles as it sees fit and retain any proceeds for its own use. 9.12 Interest shall accrue at the rate of two percent (2%) above the base rate of the Charges in the event the Company fails Bank of England from time to maintain a valid direct debit mandate time on all sums due and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement is not paid when due then the Supplier may claim interest from the due date until the date of actual payment is made in full (both before and after judgement). All such interest shall be calculated on the basis of the actual number of days elapsed, over a three hundred and sixty five (365) day year and compounded at monthly intervals. The Parties agree that this provision constitutes a substantial remedy for late payment of any judgment, at 5% per annum over sum payable under the Bank Contract in accordance with s8(2) of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%Late Payment of Commercial Debts (Interest) Xxx 0000. 12.10 9.13 The Company Operator shall not be able to dispute any amounts which have been paid by provide the Company after a period of three (3) months has elapsed from Service in accordance with the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that sum, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases agreed Low Income/Equitable Access Plans set out in Clauses 12.12b), 12.11c), 12.11d)) whereby Schedule 10. 9.14 Failure by the Operator to pay the Charges may set out in this Clause 9 shall be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary deemed a material breach of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (Agreement for the avoidance purposes of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelveClause 28.1.

CHARGES AND PAYMENT. 12.1 In consideration the event of ROCE giving notice pursuant to clause 4.1 that a Congress is to take place in a Year and that Congress does take place ROCE will pay to PPL the applicable Event Management Fee in four equal instalments due on 1 October, 1 January, 1 April, and 1 August of that Year provided that PPL submits an invoice to ROCE in respect of each such instalment. ROCE shall make payment of the Supplier performing its obligations under invoice within thirty (30) days of receipt. ROCE shall reimburse the fees, costs and expenses incurred by PPL in the arranging and holding of a Congress (excluding internal costs) pursuant to the terms of this Agreement Agreement, provided that: such fees, costs and expenses are posted on the Company shall pay the Charges accounting ledger for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling Congress; such fees, costs and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is expenses have been pre-approved by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Service Schedule or the Order. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Charges as ROCE and/or are set out in the OrderBudget; and PPL raises an invoice to ROCE for all expenses, with fees and/or costs claimed for reimbursement. The fees, costs and expenses referred to in clause 6.2 may include any external auditing or accountancy fees incurred by PPL in respect of additional accountancy services that it has engaged at the remaining balance paid either: (A) on written request of ROCE, provided that ROCE has pre-approved such fees. Following the successful completion of Milestones on either a fixed cost or time incurred basisCongress, as set out in the Order; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services PPL shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice ROCE for 90 percent (90%) of its estimated Administration Commission and of the Company for Sales Commission due from the Gross Revenue held in the Bank Account. The remaining 10% of commission will be payable to PPL upon the approval of the draft Congress accounts or eight (8) months after the Congress, whichever is the earlier. All sums payable under this Agreement are exclusive of VAT or any other applicable tax or duty payable upon such sums which shall be added if appropriate at the rate prevailing at the relevant work tax point. PPL shall attend on reasonable notice regular meetings with ROCE concerning each Congress and shall produce such reports and information for such meetings as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued are reasonably requested by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement ROCE and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from SLA. As a minimum, reports will be required for ROCE meetings that cover management of costs against the date of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties budget in the Order. Time for payment shall be of the essence under this Agreement. 12.7 The Company must maintain period running up to congress; progress updates leading to full financial reporting following congress and a valid direct debit mandate for the Termreport evaluating each Congress, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement is not paid when due then the Supplier may claim interest from the due date until payment is made in full both before and after any judgment, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three include (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that sum, the financial data) comprehensive data to facilitate board decisions and all payments by the Company shall be made without deduction or set off of any amountplanning for future events. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelve

CHARGES AND PAYMENT. 12.1 In consideration of the Supplier performing its obligations under this Agreement the Company 6.1 The Client shall pay the Charges for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Service Schedule or the OrderAgreement. If not Unless otherwise specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Charges as set out in the Order, with Service Order the remaining balance paid either: payment currency is British Pounds (A) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurredGBP). (ii) on completion of Milestones on either a fixed cost or time incurred basis, 6.2 Except as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated provided otherwise in the Service Order: a. initial set-up, installation or other non-recurring charges and charges for any equipment or software supplied, each as shown in the Service Order, will be invoiced in advance and shall be due and payable upon the date shown on the invoice. Charges for additional supplies of equipment or software shall be due and payable in advance of delivery; d) third party software licences invoiced b. weekly/monthly/quarterly/annual service charges will be billed in advance as provided in the Service Order and shall be due and payable in full on the later due date for payment as shown on the invoice for the same (or if no due date is shown on the invoice within 14 days of the date of purchase the invoice). No credit or charge incurred by refunds shall be given in respect of any unused allocation of time/Services included in such service charges as at termination or expiry of the Supplier Agreement and unused allocations of time/Services may not be rolled over from the Related Initial Service Provider; and eTerm to any Renewal Period or from any Renewal Period to another Renewal Period. Charges for additional hours/services/travel and expenses over those covered in the charges described in (b) third party network services invoiced on the date of activation. f(including chargeable items described in 3.1) Expenses incurred will and ad hoc charges shall be invoiced payable monthly in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Order. Time for payment shall be of the essence under this Agreement. 12.7 The Company must maintain a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate due and thereafter fails to reinstate the direct debit mandate payable within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement is not paid when due then the Supplier may claim interest from the due date until payment is made in full both before and after any judgment, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of the invoice. 12.11 Any sum payable is 6.3 All Charges are quoted exclusive of VAT Taxes, which shall be payable in addition to that sum, and all payments by the Company Client at the same time as the charges to which they relate. the Client shall pay each invoice in full and in cleared funds without any deduction, set off or withholding and free of currency exchange costs, or bank charges. To the extent that any deduction or withholding is required by applicable Law, the Client shall increase the amount of such payment to ensure that Morcan receives the amount it would have received had no deduction or withholding been required. The Client will be responsible for all Charges incurred in respect of the Services even if such Charges were incurred through, or as a result of, fraudulent or unauthorised use of the Services. Morcan may, but is not obliged to, detect unauthorised or fraudulent use of the Services. 6.4 If the Client fails to make any payment due to Morcan under the Agreement by the due date for payment, then, without limiting Morcan’s other remedies Morcan may charge (and the Client shall pay) daily interest on late payments in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 for the period beginning on the date on which payment is due and ending on the date payment is actually made (unless and then only to the extent otherwise prohibited by Law). Additionally, the Client agrees to reimburse Morcan on demand for reasonable costs incurred in connection with the recovery and collection of any unpaid amounts under the Agreement, including legal and other advisers’ fees and court costs and any interest or other sums payable to its suppliers in respect of amounts paid late by the Client . 6.5 Notwithstanding any other provision to the contrary Morcan may increase all or any of the Charges applicable to any Service provided under the Agreement at any time in the following events/circumstances: a. Where provided in the Service Order; or b. Where any third party supplier or service provider increases its charges to Morcan, Morcan shall be made without deduction or set off entitled to increase the relevant Charges by an amount equal to the increase in charges payable by Morcan to the relevant third party supplier/service provider by giving not less than fourteen days’ written notice to the Client; or c. In the event of any amount. 12.12 The Supplier Change in Law occurring that results in an increase in the cost to Morcan of providing all or any of the Services Morcan shall be entitled to increase the Charges by a reasonable amount to reflect the increased cost to Morcan of providing the Services as follows:a result of that Change in Law by giving not less than twenty-eight days’ written notice to the Client; or d. Without limiting its rights under clauses 6.5 (a) any to (c) and (e)Morcan may increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may in relation to any Renewal Period by not less than 60 days notice to the Client; or e. As a result of a Relief Event (see clause 13.2). Morcan shall be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (entitled to bill for the avoidance Service from the originally anticipated delivery date for that Service (irrespective of doubt any Equipment quoted for will remain at actual delivery) if the price quoted for so long as the Order remains valid), in all cases which reason that Xxxxxx is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition unable to the Supplier’s right deliver is due to a Relief Event and shall be entitled to increase the Charges on not less than 7 days notice to the Client to reflect any additional costs, expenses or charges incurred by Morcan arising in accordance with Clauses 12.11a)connection with, 12.11b) and 12.11c), or as a result of the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelveRelief Event.

CHARGES AND PAYMENT. 12.1 In consideration of the Supplier performing its obligations under this Agreement the Company shall pay the Charges for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Statement of Work, Service Schedule or the Order. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders Statement of Works shall be invoiced either: (i) for Development projects, 50% of the total project Charges as set out in the OrderStatement of Works on Order signature, with the remaining balance paid either: (A) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the OrderStatement of Work; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the OrderStatement of Work; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 12.3 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 12.4 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or OrderStatement of Work; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 12.5 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date following receipt of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Statement of Work or the Order. Time for payment shall be of the essence under this Agreement. 12.7 12.6 The Company Customer must maintain a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 12.7 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company Customer fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 12.8 If any undisputed sum payable under this Agreement is not paid when due then the Supplier may claim interest from the due date until payment is made in full both before and after any judgment, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 12.9 Any sum payable is exclusive of VAT which shall be payable in addition to that sum, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 12.10 The Supplier shall be entitled to increase the Charges as followsin respect of: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out defined in Clauses 12.12b), 12.11c), 12.11d)paragraph 12.10b) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services;; and c) any increase in the volume of the Services, licences or support being provided by the Supplier; and. d) In addition to 12.11 Unless specified otherwise in the Supplier’s right to Order any volume for Services specified in the Order will be a minimum committed volume which cannot be reduced during the Term. Any subsequent Orders which increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to initial volume will increase the Charges once in any twelveoverall minimum committed volume which cannot be reduced during the term.

CHARGES AND PAYMENT. 12.1 In consideration of the Supplier performing its obligations under this Agreement the Company shall pay the 9.1 The Charges for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will shall be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges calculated in accordance with the payment dates referred to in a Service Schedule or Wholesale Price List (for all Services). The Charges for the Order. If not specified the Charges Services shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Charges as set out in the relevant Order. 9.2 The Charges are based on, and assume, Fibrus Networks standard Services. Any Non-standard Services may incur additional Charges, which must be agreed between the parties before an Order comes into force under clause 3.2. A charge will be also be incurred in circumstances where scheduled Installation Services cannot be performed due to a default or failure on the part of the Retail Service Provider or its end-customer to observe the instructions in the Installation Services or for a late notice Retail Service Provider/end-customer rescheduled instal and/or Service changes. 9.3 Fibrus Networks will periodically review, and may increase, the Charges - ordinarily annually. Fibrus Networks shall give the Retail Service Provider not less than 3 months' notice of any increase. Any increase in the Charges shall apply with effect from expiry of the remaining balance paid either:Fibrus Network's notice. (A) on completion of Milestones on either a fixed cost 9.4 Fibrus Networks shall invoice the Retail Service Provider monthly or time incurred basis, annually in advance as set out recorded in the Order; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred by the Supplier from the Related 9.5 The Retail Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company Provider shall pay Charges in full each invoice which is properly due and clear funds for the Services submitted to it by direct debit unless otherwise set out in the Order and Fibrus Networks, within 30 days from the date of receipt in cleared funds, to a valid invoice from the Supplierbank account nominated in writing by Fibrus Networks, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Order. Time and time for payment shall be of the essence under this Agreementessence. 12.7 The Company must maintain 9.6 All amounts payable by the Retail Service Provider are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under any Order by Fibrus Networks to the Retail Service Provider, the Retail Service Provider shall, on receipt of a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice VAT invoice from the Supplier, unless pay to the parties agree that Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment shall not be via direct debit in accordance with Clause 12.6 aboveis due for the supply of the Services. 12.9 9.7 If any undisputed the Retail Service Provider fails to make a payment due to Fibrus Networks by the due date, then, without limiting Fibrus Networks’ remedies under clause 13, the Retail Service Provider shall pay interest on the overdue sum payable under this Agreement is not paid when due then the Supplier may claim interest from the due date until payment is made in full both of the overdue sum, whether before and or after any judgment, . Interest under this clause 9.7 will accrue each day at 54% per annum over a year above the Bank of England Bank Rate England's base rate from time to time time, but at 54% a year for any period where the Bank Rate when that base rate is below 0%. 12.10 The Company shall not be able to dispute 9.8 All amounts due under this Framework Agreement and any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which Order shall be payable paid in addition to that sumfull without any set-off, and all payments by the Company shall be made without counterclaim, deduction or set off withholding (other than any deduction or withholding of any amounttax as required by law). 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelve

CHARGES AND PAYMENT. 12.1 In consideration Subject to any provision of this Contract to the Supplier performing its obligations under this Agreement the Company shall pay the Charges for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates contrary (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject without limitation those relating to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Service Schedule or the Order. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Charges as set out in the Order, with the remaining balance paid either: (A) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement withholding and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Order. Time for payment shall be of the essence under this Agreement. 12.7 The Company must maintain a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement is not paid when due then the Supplier may claim interest from the due date until payment is made in full both before and after any judgment, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that sum, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains validretention), in all cases which is used solely consideration for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges Services in accordance with Clauses 12.11a), 12.11b) and 12.11c)the terms of this Contract, the Supplier reserves Authority shall pay the rightProvider the Charges. The Charges and payment terms shall be set out in the Appendices for each individual Service element. THE CHARGES ARE STATED EXCLUSIVE OF VAT, on giving WHICH SHALL BE ADDED AT THE PREVAILING RATE AS APPLICABLE AND PAID BY THE AUTHORITY FOLLOWING DELIVERY OF A VALID VAT INVOICE. IN ITS PERFORMANCE OF THIS CONTRACT THE PROVIDER SHALL NOT PROVIDE OR OFFER TO A SERVICE USER ANY CLINICAL OR MEDICAL SERVICES FOR WHICH ANY CHARGES WOULD BE PAYABLE BY THE SERVICE USER (OTHER THAN IN ACCORDANCE WITH THIS CONTRACT, THE LAW AND/OR GUIDANCE). PAYMENT WILL ONLY BE MADE WHERE DATA SUBMISSIONS HAVE BEEN MADE VIA THE PHARMOUTCOMES SYSTEM WITHIN THE APPROPRIATE TIME PERIOD SPECIFIED WITHIN THE SPECIFICATION. CLAIMS SUBMITTED LATE OR IN PAPER FORM WILL NOT BE PASSED FOR PAYMENT. If a Party, acting in good faith, contests all or any part of any payment calculated in accordance with this clause B8.: the Company thirty (30) days’ noticecontesting Party shall within 5 Business Days notify the other Party, setting out in reasonable detail the reasons for contesting the requested payment, and in particular identifying which elements are contested and which are not contested; any uncontested amount shall be paid in accordance with this Contract. If a Party contests a payment under clause B8.6. and the Parties have not resolved the matter within 20 Business Days of the date of notification under clause B8.6., the contesting Party may refer the matter to dispute resolution under clause B31. and following the resolution of any dispute referred to dispute resolution, where applicable the relevant party shall pay any amount agreed or determined to be payable in accordance with the appropriate Appendix Specification. Subject to any express provision of this Contract to the contrary each Party shall be entitled, without prejudice to any other right or remedy it has under this Contract, to increase receive interest at the Charges once in Default Interest Rate on any twelvepayment not made from the day after the date on which payment was due up to and including the date of payment. Each Party may retain or set off any sums owed to the other Party which have fallen due and payable against any sum due to the other Party under this Contract or any other agreement between the Parties.

CHARGES AND PAYMENT. 12.1 In consideration 3.1 A Fixed Costs Charge and an Additional Costs Charge (together, ‘the Charges’) are payable for each room and service booked. Guidance to the applicable charges is provided in the Venue’s brochure and on the Society’s website, xxx.xxxx.xx.xx. Further information may be obtained direct from the Event Manager. 3.2 Charges, including but not limited to those levied for room hire, business services, equipment and catering are subject to periodic review and may vary from time to time to those published and/or initially quoted. The Society reserves the right to make reasonable increases to the charges to reflect changing market conditions and further, should Clients vary their requirements, charges may be decreased (subject to the conditions for Cancellation detailed below) or increased accordingly. Any change to the charges after a confirmed booking has been made will be notified to the Client. 3.3 The Fixed Costs Charge will be itemised in an invoice sent to the Client on receipt of the Supplier performing its obligations under this Agreement the Company shall pay the Charges for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Ordersigned Booking Quotation, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Service Schedule or the Order. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Charges as set out in the Order, with the remaining balance paid either: (A) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later payable within 7 days of the date of purchase the invoice. No allowance or charge incurred by refund can be made for food and other elements not taken but paid for as part of the Supplier from Fixed Costs Charge. 3.4 Any other charges arising will be based on the Related Service Provider; and e) third party network services invoiced on price list current at the date of activation. f) Expenses incurred the Event and will be invoiced in arrears as incurred at cost. 12.4 Where a Statement charged by way of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to an Additional Costs Charge invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to Client immediately after the Supplier from time to time. 12.6 The Company shall pay Charges in full Client’s Event, and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Order. Time for payment shall be of the essence under this Agreement. 12.7 The Company must maintain a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate payable within 14 days of the date of the invoice. Any queries will not delay payment of the outstanding balance. 3.5 All charges are quoted exclusive of the VAT rate applicable at time of invoicing. Payment must be made in Pounds Sterling (UK) payable to the Society by cheque, BACS, bankers draft or credit card. 3.6 If the Client has bona fide dispute in respect of the whole or part of an invoice, it shall notify the Society immediately on receipt of notice from the Supplier, unless the parties agree that payment shall invoice. Any invoice not be via direct debit disputed in accordance with Clause 12.6 abovethis clause 3.6 will be deemed to have been accepted by the Client. The parties shall co- operate in good faith to resolve the dispute over any invoice as amicably and promptly as possible and on settlement of any dispute the Client shall make the appropriate payment. 12.9 3.7 Should the Society agree to any request made by the Client to either buy in or hire goods and services from a third party, an administration fee may be charged and advance payment of certain charges, including but not limited to any charges which become due to third parties, may become due either at time of booking, or at any time thereafter. 3.8 If known at the time of booking, such third party charges as referred to in clause 3.7 will be detailed on the Booking Quotation and included in the Fixed Costs Charge invoice. Furthermore if a Confirmed Booking is cancelled by either the Society or the Client for any undisputed sum payable under this Agreement is not paid when due then reason, the Supplier may claim interest Client shall remain liable for the administration fee and other costs incurred by the Society including those costs if any, owed to the third party. 3.9 The Client agrees to indemnify the Society against all and any claims arising from the due date until payment is made in full both before and after any judgment, at 5% per annum over the Bank purchase of England Bank Rate goods or services from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that sum, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence on the Client’s behalf, and any liability, loss or damage resulting from the acts or omissions of such third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelvesuppliers.

CHARGES AND PAYMENT. 12.1 In consideration of 5.1 Rillion shall invoice the Supplier performing its obligations under this Agreement the Company shall pay the Charges Customer for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges Fees in accordance with the payment dates referred relevant Order Form and/or SOW. The Customer shall pay each invoice submitted to it by Rillion within 30 days of the date of invoice (unless otherwise agreed in writing between the Parties) to a Service Schedule or the Orderbank account nominated in writing by Rillion from time to time. If not specified the Charges The Professional Services are exclusive of expenses, which shall be invoiced on billed monthly. Rillion reserves the following basis:right to charge its standard service rates for travel time at the full hourly rate during Business Hours and at half the hourly rate outside of Business Hours. a) Equipment shall 5.2 The Parties agree that Fees may be invoiced on dispatch; b) Orders shall be invoiced eitheradjusted as follows: (i) for Development projectsannually, 50% commencing on the first anniversary of the total project Charges Subscription Start Date (as set out in forth on the OrderOrder From) and on each subsequent anniversary thereof (each, with an “Adjustment Date“), based on an adjustment determined by the remaining balance paid either: most recent full calendar year’s average Consumer Price Index (A) on completion of Milestones on either a fixed cost or time incurred basisCPI), as set out published by either (a) the Swedish Central Bank, for Customers incorporated outside of the US, or (b) the Bureau of Labor Statistics, for Customers incorporated within the US, in the Ordereach case plus an additional uplift of up to 3%; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred.and/or (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later an adjustment of the date of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced Fees in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection accordance with this Agreement and/or Order; and c) be sent to the address Rillion’s price lists as may be notified to the Supplier applicable from time to time, subject to Rillion giving the Customer at least 4 (four) months’ notice prior to each adjustment of the Fees. For the avoidance of doubt, should the Customer deem the adjustment of Fees set forth in this item (ii) unacceptable, the Customer may terminate this Agreement in accordance with clause 11 below. The adjusted Fees shall become effective on the Adjustment Date and shall apply to all Services provided thereafter until the next Adjustment Date. 12.6 5.3 The Company shall pay Charges in full and clear funds Fee for the Services Rillion Pay Service (“Pay Service”) shall be calculated on the basis of the number of transactions instructed, in accordance with Rillion’s then-current service transaction fee schedule, available on request. Rillion shall be entitled at any time without prior notice to also pass through any fees and any increases in communication tariffs related to the Pay Services, including government-imposed access fees, fees resulting from changes in regulation or statute, fees or assessments imposed pursuant to any operating regulations, transaction costs and any third-party imposed costs. The Customer may be eligible to receive certain rebates related to payments made by direct debit unless otherwise set out the Customer via virtual card as detailed in the relevant Order Form (“Rebate”). Rillion will provide a detailed breakdown of the Rebate calculation to Customer as required, which may be set off against Customer’s future invoices. Any changes to the method of calculation of such Rebates will be communicated to Customer with reasonable notice, and within 30 days such changes will apply from the effective date specified in the notice. 5.4 If Rillion has not received payment of a valid invoice from any sum due under this Agreement by the Supplier, provided that day is a Business Day, otherwise the next Business Day after such due date, unless different payment terms are agreed by and without prejudice to any other rights and remedies of Rillion: (a) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the parties in the Order. Time for payment shall be then-current base lending rate of the essence Swedish Central Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment; (b) Customer shall reimburse Rillion for all reasonable costs incurred by Rillion in collecting any late payments or interest, including attorneys' fees, court costs and collection agency fees; and (c) Rillion may, if such failure continues for 30 days, suspend part or all of the Services until payment has been received in full. 5.5 All sums payable to Rillion under this Agreement. 12.7 The Company must maintain a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement is not paid when due then the Supplier may claim interest from the due date until payment is made in full both before and after any judgment, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three : (3a) months has elapsed from the date of invoice. 12.11 Any sum payable is are exclusive of VAT value added tax, goods and service tax, withholding tax, sales tax or other consumption or similar taxes (“Indirect Taxes”), which shall be payable in addition added to that sum, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: ainvoice(s) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelveappropriate rate.

CHARGES AND PAYMENT. 12.1 In consideration of the Supplier performing its obligations under this Agreement the Company 5.1 The Customer shall pay the all Charges for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date due to the invoice date will be applied Energy Company as detailed in Schedule 4 (Charges ) to the invoice price. Pricing fluctuations would be applied over the term of the this Agreement. 12.3 5.2 The Supplier may Energy Company shall issue an invoice to the Company Customer in advance for respect of each Billing Period on or after the Charges in accordance with the payment dates referred to in a Service Schedule or the Order. If not specified the Charges shall be invoiced on the following basisInvoice Date which will contain details of: (a) Equipment shall be invoiced on dispatchthe Supply Address; (b) Orders shall details of the Charges; (c) any applicable VAT; (d) any amount the Energy Company properly adds to recover underpayments; (e) the contact details of the Energy Company Help-desk; (f) details of the Energy Services consumed in kWh (or estimated to be invoiced either:consumed in kWh); (g) opening and closing readings or (where otherwise permitted under this Agreement) estimated readings of the Network Meter in respect of the Billing Period in question, and the date of each reading; (h) a breakdown of the invoice including details of any changes or adjustments made to previous invoices; (i) for Development projects, 50% an indication of whether the Charges are based on an estimated or actual reading of the total project Charges as set out in the Order, with the remaining balance paid either:Network Meter; (Aj) on completion any amount that the Energy Company is entitled to demand immediate payment of Milestones on either a fixed cost or time incurred basis, as set out in from the Order; orCustomer; (Bk) the balance of the Customer’s account; (l) the amount of any compensation payable to the Customer (if there are no applicable Milestones, on a time and materials basis, and monthly any) for the Billing Period in arrears based on time incurredquestion; and (m) the Billing Period to which the invoice relates. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in 5.3 The Customer must pay the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in Energy Company the Order; d) third party software licences invoiced amount shown on the later invoice within ten (10) Business Days of the date of purchase receipt of the invoice (the “due date for payment”). The invoice shall be paid by monthly variable direct debit or charge incurred BACS transfer to the Energy Company’s nominated account, unless the Energy Company agrees to a different method of payment. 5.4 The Charges included in the invoice may be based on a reasonable estimate made by the Supplier from Energy Company of the Related Service ProviderEnergy Services supplied to the Customer during the Billing Period in circumstances where the Network Meter has failed to accurately record the Energy Services or where the Energy Company has not been able to obtain all the information it requires for the purpose of calculating the Charges. The Charges will, in such circumstances, be properly estimated using: (a) historical consumption data in relation to the consumption of the Energy Services by the Customer (where available); and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or (b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company energy consumption profiles for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services period to which the invoice relates for similar customers of the Energy Company. 5.5 In the event that the Customer disagrees with an estimated invoice, the Customer shall notify the Energy Company of such disagreement as soon as reasonably practicable and include in any event within five (5) Business Days from receipt of the purchase order number or invoice. If the Customer does not notify the Energy Company in accordance with this Clause 5.5 that it disagrees with the Energy Company’s estimation, the Customer (other reference number that may have been provided than in the case of manifest error) shall pay the amount stated in the original invoice by the original due date for payment and any error in such estimation by the Energy Company to shall be corrected by the Supplier Energy Company in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier from time to timesubsequent invoice. 12.6 The Company shall 5.6 If the Customer does not pay the Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in due date for payment, the Order. Time for payment shall be of the essence under this Agreement. 12.7 The Energy Company must maintain a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum interest on the unpaid amount. The applicable rate of 10% of the Charges in the event the Company fails interest shall be calculated at a daily rate which, when compounded, shall be equivalent to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement is not paid when due then the Supplier may claim interest from the due date until payment is made in full both before and after any judgment, at 5% per annum over the Bank of England Bank Base Lending Rate from in force at the time to time but at 5% plus a year margin of four per cent (4%) per annum for any period where the Bank Rate is below 0first sixty (60) days following the due date for payment and a rate of eight per cent (8%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable per annum for each day thereafter. Interest charges are in addition to that sum, and all any other rights the Energy Company may have due to the Customer’s failure to pay or to make payments by the Company shall be made without deduction or set off of any amounton time. 12.12 The Supplier shall be entitled to increase 5.7 Where the Charges as follows: a) any increase in Customer does not pay the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases amount set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased Energy Company’s invoices by the same percentage due date for payment on more than one occasion, the Energy Company may require the Customer to maintain its account in credit by giving the Customer no less than fifteen (15) Business Days’ written notice of such requirement. Such credit shall not exceed an amount reasonably forecast as due to the increase Energy Company in the consumer price index, such change would next Billing Period. This amount shall be applied annually calculated on the anniversary basis of previous invoices that the Energy Company has sent to the Customer or, where the non-payment relates to the Customer’s first invoice, on the basis of invoices that the Energy Company has sent to similar customers. 5.8 Except where Clause 3.1.6 applies, until this Agreement;Agreement is terminated, the Customer will continue to be responsible for all Charges (or part thereof) even if: (a) the Energy Services are used by someone else at the Supply Address (or otherwise via the Connection) in which case the Customer will continue to be responsible for both the Availability Fee and the Consumption Charge; or (b) the Customer does not use the Energy Services for any increase period, in price by which case the Customer shall remain liable to pay the Availability Fee in respect of such period; or (c) the Energy Services are not available at the Point of Connection as a Related Service Provider including a third party licence result of the failure of the Secondary Network (unless the failure of the Secondary Network arises out of or third party software providerin connection with the negligence, network providerbreach of contract or act, omission or default of the Energy Company or any third party supplier of Equipment (for the avoidance of doubt its employees, agents or contractors) or any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided failure by the Supplier; and d) In addition Energy Company to provide the Supplier’s right to increase the Charges Secondary Network Services in accordance with Clauses 12.11athe Connection Agreement), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelve.

CHARGES AND PAYMENT. 12.1 6.1 In consideration for the provision of the Supplier performing its obligations under this Agreement Services the Company Merchant shall pay to Handepay the Charges. 6.2 The Charges for the Servicesprovision of the Services can be increased by Handepay at anytime on 30 days’ notice, provided that such increases will not be effective on or before the first anniversary of the Commencement Date. 12.2 Where 6.3 Handepay also reserves the price right to increase the Charges in the event that a statutory change to legislation or other compulsory or recommended requirement, including without limitation changes required to comply with the requirements of Hardware a licensing or Services is authorising bodies, means that further costs must be expended by Handepay. Any increases shall be notified to the Merchant in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this writing as soon as practicably possible. 6.4 Handepay will be highlighted on the Order. Pricing is by way of convenience only and is subject entitled to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company issue invoices in advance for the Charges fixed charges set out in accordance with the payment dates referred to Order Confirmation and in a Service Schedule or arrears for the Order. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Throughput Charges as set out in the Order, Order Confirmation. Handepay shall invoice the Merchant monthly with the remaining balance paid eitherfirst invoice being issued on the Commencement Date and then subsequently on or around the equivalent date in subsequent months. The Merchant shall pay each invoice submitted by Handepay in pound Sterling by debit or credit card immediately on issue. 6.5 During account setup, the initial credit or debit card used will become subject to the automated recurring credit or debit card transaction process. This credit or debit card will be used to automatically pay for invoices raised by Handepay. By contacting Handepay, a credit or debit card can be updated at any time. The Merchant can opt out of recurring credit or debit card transactions if requested. If the Merchant opts out of reoccurring debit or credit card payments, Handepay shall be entitled to: (A) on completion of Milestones on either a fixed cost or time incurred basis, as set out 6.5.1 terminate this Agreement in the Orderaccordance with clause 12.1.2; or (B) if there are no applicable Milestones, on a 6.5.2 suspend the Services until such time and materials basis, and monthly in arrears based on time incurredas the reoccurring payment authorisation has been reinstated. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Order. 6.6 Time for payment shall be of the essence of the Agreement. 6.7 All amounts and fees stated or referred to in this Agreement are exclusive of VAT, which shall be added to Handepay's invoice(s) at the appropriate rate. 6.8 The Charges do not include any call charges or service charges incurred by the Merchant in accessing the Services via the internet or via a third party internet service provider. The Merchant agrees to pay these charges directly to the relevant service provider. 6.9 Without prejudice to any other right or remedy that it may have, if the Merchant fails to pay the Charges to Handepay on the due date: 6.9.1 the Merchant shall pay interest on the overdue amount at the rate of 4% per annum above the Royal Bank of Scotland's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Merchant shall pay the interest together with the overdue amount; and 6.9.2 Handepay may suspend all Services (and all other services it provides to the Merchant under any other agreement) until payment has been made in full. 6.10 All sums payable to Handepay under this Agreement shall become due immediately on its termination. This clause 6.10 is without prejudice to any right to claim for interest under the law, or any such right under this Agreement. 12.7 The Company must maintain a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier 6.11 Handepay reserves the right at any time to charge an additional sum of 10% require that the Merchant pay all or any part of the Charges in advance of provision of all or any part of the event Services or a deposit in advance or to provide a guarantee as security for payment of future invoices in respect of the Company fails Services to maintain a valid direct debit mandate and thereafter fails to reinstate be provided if the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit Merchant gives legitimate cause for concern by defaulting on or being late in accordance with Clause 12.6 abovepaying due Handepay invoices. 12.9 If any undisputed sum payable 6.12 All amounts due by the Merchant under this Agreement is not shall be paid when due then the Supplier may claim interest from the due date until payment is made in full both before and after to Handepay without any judgmentset-off, at 5% per annum over counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Handepay may, without prejudice to any other rights it may have, set off any liability of the Bank Merchant to Handepay against any liability of England Bank Rate from time Handepay to time but at 5% a year for any period where the Bank Rate is below 0%Merchant. 12.10 The Company shall not be able to dispute any amounts which have been paid 6.13 Any additional services or products requested by the Company after a period of three (3) months has elapsed from Merchant, not detailed in the Order Confirmation, will be charged at Handepay’s standard rates that apply on the date of invoicedelivery of that service (unless a different rate is agreed between the parties in writing). 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that sum, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelve

CHARGES AND PAYMENT. 12.1 In consideration 6.1 The Charges for the Services may be calculated on a Time and Materials basis or charged on a Fixed Price fee. The SOW will state the applicable fee rates for Time and Materials charging or the applicable Fixed Price. Where the SOW does not expressly state which charging basis applies, Time and Materials charging will apply. 6.2 Unless otherwise specified in the relevant SOW, Strategy IT shall invoice the Charges to Client monthly in arrears. 6.3 Client shall pay each invoice which is submitted to it by Strategy IT, within thirty (30) days of receipt, to a bank account nominated in writing by Strategy IT. 6.4 Unless otherwise agreed in the relevant SOW, Client shall reimburse to Strategy IT, in addition to the Charges, the cost of accommodation, subsistence, travelling and any other ancillary expenses reasonably and properly incurred by Strategy IT's employees, subcontractors and agents in the provision of the Supplier performing Services. Any such reimbursement shall be subject to Strategy IT obtaining the approval of Client before incurring any such expense (either in the relevant SOW or on a case-by-case basis). In addition, Client agrees to pay expenses incurred on goods and services purchased on Client’s behalf, which will be billed at cost. Strategy IT shall submit its obligations invoices for expenses to Client monthly in arrears. Any special expense arrangements will be agreed and set out in the SOW. 6.5 All amounts payable by Client are exclusive of amounts in respect of value added tax (VAT) chargeable for the time being. Where any taxable supply for VAT purposes is made under this Agreement the Company shall relevant SOW by Strategy IT to Client, Client shall, on receipt of a valid VAT invoice from Strategy IT, pay to Strategy IT such additional amounts in respect of VAT as are chargeable on the Charges supply of the Services at the same time as payment is due for the supply of the Services. 12.2 Where 6.6 If Client fails to make any payment due to Strategy IT under the price of Hardware or Services is in a currency other than pounds sterling and relevant SOW by the price provided in a Order is in pounds sterling the price is based due date for payment, then, without limiting Strategy IT's remedies under clause 6.9 below, Client shall pay interest on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on overdue amount at the day rate of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Service Schedule or the Order. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 504% of the total project Charges as set out in the Order, with the remaining balance paid either: (A) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier per annum above Xxxxxxx’x Bank’s base rate from time to time. 12.6 The Company . Such interest shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date of accrue on a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Order. Time for payment shall be of the essence under this Agreement. 12.7 The Company must maintain a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement is not paid when due then the Supplier may claim interest daily basis from the due date until actual payment is made in full both of the overdue amount, whether before and or after any judgment, at 5% per annum over . Client shall pay the Bank of England Bank Rate from time to time but at 5% a year for any period where interest together with the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that sum, and all payments by the Company shall be made without deduction or set off of any overdue amount. 12.12 The Supplier 6.7 Strategy IT shall maintain complete and accurate records of the Services provided under each SOW. 6.8 All amounts due under each SOW shall be entitled to increase the Charges paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as follows:required by law). a6.9 Strategy IT shall give Client not less than one (1) month’s notice of any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelveCharges.

CHARGES AND PAYMENT. 12.1 In consideration of the Supplier performing its obligations under this Agreement the Company shall pay the Charges 6.1 The price for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Service Schedule or the Order. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Charges Products as set out in the OrderContract shall be strictly fixed, and shall be the full and exclusive remuneration of the Supplier for the Products. Unless otherwise agreed in writing by ICON, the price shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the remaining balance paid either:performance/delivery of the Products. (A) 6.2 The Supplier shall invoice ICON on completion ICON’s receipt and ICON’s written acceptance of Milestones on either a fixed cost or time incurred basis, as set out the Products unless otherwise expressly stated in the Order; or (B) if there are no applicable Milestones. In order for payments to be due and payable hereunder, Supplier’s invoice must clearly state the ICON purchase order number on its face and include any other supporting information required by ICON to verify the accuracy of the invoice. Where VAT is charged each invoice must include all relevant information required to constitute a time and materials basis, and monthly valid invoice for VAT purposes. ICON will not be obliged to make payment in arrears based on time incurredadvance of receiving a valid VAT invoice. (ii) on completion 6.3 In consideration of Milestones on either a fixed cost or time incurred basisthe supply of Products by the Supplier, as set out ICON shall pay within 60 days from receipt of properly invoiced amounts. 6.4 ICON shall have no obligation to pay any invoice issued more than 60 days after receipt and acceptance of the Products stated in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c6.5 All amounts payable by ICON under the Contract are exclusive of amounts in respect of Valued Added Tax, Goods and Services tax or equivalent taxes (excluding US Sales tax) Services shall be invoiced monthly in advance, unless stated otherwise in chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred Contract by the Supplier from the Related Service Provider; and e) third party network services invoiced to ICON, ICON shall, on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Products at the same time as payment is due for the supply of the Products. ICON shall not be responsible for any other Supplier taxes of any kind. 6.6 Taxes (and any penalties thereon) imposed on any payment made by ICON to Supplier shall be the responsibility of Supplier, provided however any taxes based on the net income of ICON shall be the responsibility of ICON. Supplier shall be solely and unconditionally responsible for paying any and all taxes and assessments, including all income, social security, withholding and employment taxes, relating to any income or other consideration that day is a Business DaySupplier or any of Supplier’s employees or representatives derive from this Contract and for providing all other employee compensation, otherwise the next Business Day after such datecontributions and benefits with respect to its employees and representatives. All payments to be made to Supplier shall be made in full without deduction or withholding of or with respect to any tax, unless different payment terms are agreed ICON is required by law to make such deduction or withholding (“Withholding Taxes”). If and to the extent ICON apply Withholding Taxes to payments to the Supplier and correctly remit the amount of any such Withholding Taxes to the relevant tax authority, ICON will be regarded for the purposes of determining the amount owed by ICON to Supplier as having discharged its liability to the Supplier in an amount equal to the amount of any such Withholding Taxes correctly deducted and remitted. Where required to do so under applicable legislation ICON shall provide Supplier with certification of the amount of such Withholding Taxes remitted in a form acceptable under relevant legislation. 6.7 Supplier agrees that it shall not apply for tax relief for spending in any country or region (unless Supplier is the sole Party eligible for such tax relief) and that ICON shall be the sole beneficiary of any tax credits for expenditure for which it is eligible. 6.8 Supplier and ICON shall reasonably cooperate where required to mitigate any unexpected tax consequences of this Contract and to enable both parties comply with their respective tax obligations. 6.9 The Supplier shall maintain complete and accurate records of the time spent and materials used by the parties Supplier in providing the OrderServices, 6.10 Supplier shall allow ICON to inspect and/or request copies of (b) death, personal injury or damage to property arising out of, or in any records pertaining to the Products at all reasonable times on connection with, defects in, improper handling instructions for or request. Time for payment shall be improper packaging or labelling of Goods, except to the extent 6.11 ICON may at any time, without limiting any of its other rights or arising from the negligence or wilful misconduct of ICON; remedies, set off any liability of the essence under this Agreement. 12.7 The Company must maintain a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% ICON against any (c) supply of the Charges in Products under the event Contract ,except to the Company fails extent liability of ICON to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement whether either liability is not paid when due then the Supplier may claim interest from the due date until payment is made in full both before and after any judgmentpresent arising out of ICON’s negligence or wilful misconduct. or future, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that sumliquidated or unliquidated, and all payments by whether or not either (d) Supplier’s violation of applicable laws, regulations, statute or liability arises under the Company shall be made without deduction Contract. ordinance; (e) negligence or set off wilful misconduct of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelveor

CHARGES AND PAYMENT. 12.1 In consideration of the Supplier performing its obligations under this Agreement the Company shall pay the 7.1 The Charges for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will shall be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges calculated in accordance with the payment dates referred Fibrus Networks Wholesale Access Price List found at: 7.2 The Charges will be benchmarked and reviewed annually as part of the wholesale prices review. Fibrus Networks will notify the Wholesale Provider of the outcome of the review and any material changes to the Charges and any percentage increase to the Charges in a Service Schedule advance of such changes or increases taking effect. 7.3 Fibrus Networks shall invoice the Wholesale Provider monthly or annually in advance as recorded in the Order. If not specified the Charges . 7.4 The Wholesale Provider shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced eitherpay each invoice submitted by Fibrus Networks: (ia) for Development projects, 50% of the total project Charges as set out in the Order, with the remaining balance paid either: (A) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later within 30 days of the date of purchase or charge incurred by the Supplier from the Related Service Providerinvoice; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or (b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear in cleared funds for the Services to a bank account nominated in writing by direct debit unless otherwise set out in the Order Fibrus Networks, and within 30 days from the date of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Order. Time time for payment shall be of the essence under in this Agreement. 12.7 The Company must maintain 7.5 All amounts payable by the Wholesale Provider under the Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Agreement by Fibrus Networks to the Wholesale Provider, the Wholesale Provider shall, on receipt of a valid direct debit mandate VAT invoice from Fibrus Networks, pay to Fibrus Networks such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the Term, unless otherwise agreed supply of the Services. 7.6 If the Wholesale Provider fails to make a payment due to Fibrus Networks under the Agreement by the parties in due date, then, without limiting Fibrus Networks’ remedies under clause 11, the Order. 12.8 The Supplier reserves Wholesale Provider shall pay interest on the right to charge an additional overdue sum of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement is not paid when due then the Supplier may claim interest from the due date until payment is made in full both before and after any judgment, at 5% per annum over of the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that overdue sum, and all payments by the Company shall be made without deduction whether before or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of after judgment. Interest under this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelveclause

CHARGES AND PAYMENT. 12.1 In consideration 4.1 Generally DIGIPHIL charges for Service are: (a) One-Time installation Charges specified in the Order Form as “OTC”; (b) Monthly Recurring Charges specified in the Order Form as “MRC”; and (c) any other Service- specific charges specified in the Order Form as well as any site-specific provisioning charges notified to CUSTOMER at any time up till the Service Commencement Date (collectively, “Other Charges”). 4.2 All charges are exclusive of any and all applicable taxes including value added and general sales tax (if any) and regulatory surcharges (if any). These amounts will be charged separately in DIGIPHIL invoices. CUSTOMER must pay all taxes, duties, fees, levies and other similar charges and any related interest penalties however designated or imposed by any taxing or governmental authority whether imposed directly on CUSTOMER or indirectly on DIGIPHIL as a result of the Supplier performing its obligations under this existence or operation of each Agreement or otherwise relating to the Company shall Service. If CUSTOMER is required to withhold or pay such taxes from amounts that DIGIPHIL has invoiced CUSTOMER for, CUSTOMER must pay such additional amounts so that the Charges for net amount received by DIGIPHIL after such payment or withholding is equal to the Servicesamount invoiced. 12.2 Where 4.3 After the price expiration of Hardware the Initial Term or Services is Renewal Term, DIGIPHIL may vary the Monthly Service Charges. DIGIPHIL will give CUSTOMER Thirty (30) days prior written notice of such changes. 4.4 Monthly Service Charges and monthly recurring Other Charges (if applicable) under the Agreement or Amendment (as defined in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversionSection 6) will begin to accrue on the day of following the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term of the AgreementService Commencement Date. 12.3 The Supplier may 4.5 DIGIPHIL will invoice the Company in advance CUSTOMER for the Charges in accordance with the payment dates referred to in a Service Schedule or the Order. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced eitherits charges for Services as follows: (ia) for Development projects, 50% of the total project Monthly Service Charges as set out and monthly recurring Other Charges (if applicable) will be invoiced in the Order, with the remaining balance paid either: (A) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (B) if there are no applicable Milestones, advance on a time and materials basis, and monthly in arrears basis except for usage-based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred components which will be invoiced in arrears as incurred at costor if otherwise specified in the Order Form; (b) Initial Charge and one-time Other Charges (if applicable) will be invoiced in the first invoice DIGIPHIL sends to CUSTOMER; and (c) DIGIPHIL will invoice in the currency specified in the Order Form or in US Dollars if there is no currency specified in the Order Form. 12.4 Where a Statement 4.6 CUSTOMER must pay DIGIPHIL invoices in full within Thirty (30) days of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement invoice date (“Due Date, or b) requests to cancel ”). Notwithstanding any bona fide dispute that CUSTOMER may have under the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company CUSTOMER shall not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to withhold, set off (whether in law or in equity) or deduct any portion of the amount due, but shall pay all amounts due on or by the applicable Due Date. If CUSTOMER fails to pay any invoice the Company for the relevant work as follows in full by its Due Date: (a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number any sum that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Order. Time for payment shall be of the essence under this Agreement. 12.7 The Company must maintain a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement is not paid when due then will incur an interest charge of four percent (4%) per month, or the Supplier maximum amount permitted by law, if less, commencing on the Due Date and compounded daily until payment in full, which default interest rate may claim be changed by DIGIPHIL in the event of significant fluctuations in applicable interest rates and other economic conditions, and (b) CUSTOMER shall be responsible for all collection charges and/or any reasonable solicitor, attorney and agent fees incurred by DIGIPHIL in collecting the relevant amount from the due date until payment is made CUSTOMER. CUSTOMER will be deemed to have accepted any invoiced amounts which CUSTOMER does not dispute in full both before and after any judgment, at 5% per annum over writing prior to the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%applicable Due Date. 12.10 The Company shall not 4.7 CUSTOMER may be able required to dispute any amounts which have been paid by give DIGIPHIL an advanced security deposit for future payment obligations. CUSTOMER’s use of the Company after a period of three (3) months has elapsed from Service may also be subject to credit limits. In each case the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall applicable details will be payable in addition to that sum, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase forth in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelveForm.

CHARGES AND PAYMENT. 12.1 In consideration 4.1 Charges for a Service generally consists of: (a) one-time installation charges (“Initial Charge”); (b) monthly recurring charges which will be charged on lump sum basis or usage basis (“Monthly Service Charge”); (c) local access charges and/or related expenses if SELLER is procuring local access for BUYER in connection with the Service; and (d) any other miscellaneous charges (collectively “Charges”). Particulars of all Charges will be set forth in the Order Form and Service Annexure. 4.2 The Charges are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental or regulatory body and/or department arising from or as a result of the Supplier performing its obligations provision of the Services under this Agreement the Company Agreement. BUYER shall pay the Charges be responsible for the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day payment of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Orderabove-mentioned taxes, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term irrespective of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Service Schedule taxes imposed on SELLER or the OrderBUYER. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projectsBUYER is required by law to deduct or withhold any taxes, 50% of the total project Charges as set out in the Order, with the remaining balance paid either: (A) on completion of Milestones on either a fixed cost duty or time incurred basis, as set out in the Order; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred by the Supplier levy from the Related Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in any amounts payable under this Agreement, which such amount shall be increased as necessary so that SELLER receives an amount equal to the sum it would therefore require have received without any deduction or withholding. BUYER shall provide a copy of the Company withholding tax certificate to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payableSELLER without undue delay. 12.5 Invoices issued by 4.3 The level of Charges during the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Order. Time for payment Initial Term shall be fixed. Subject to applicable law, after the expiry of the essence under this Agreement. 12.7 The Company must maintain a valid direct debit mandate for the Initial Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier SELLER reserves the right to charge an additional sum adjust upward the Charges at any time to reflect the increased costs SELLER incurs in providing the Service to BUYER. SELLER shall give BUYER thirty (30) Days’ prior written notice to give effect to such changes. Notwithstanding the foregoing, at all times SELLER reserves the right to vary the Charges at any time to reflect changes necessitated or resulted in the imposition of 10% governmental policies and SELLER shall give BUYER thirty (30) Days’ prior written notice to give effect to such changes. 4.4 The Monthly Service Charge will begin to accrue on the Service Commencement Date and SELLER shall invoice BUYER in advance for all Charges in SELLER’s first invoice. SELLER shall invoice and BUYER will pay the invoices in the currency specified in the Order Form. BUYER must pay SELLER’s invoices in full within thirty (30) Days of the Charges in the event the Company fails invoice date (“Due Date”). BUYER must pay all amounts invoiced or otherwise owed to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable SELLER under this Agreement without withholding, set-off or deduction. Any sum that is not paid when due then will incur an interest charge at a rate of 10% per annum, or the Supplier may claim interest from maximum amount permitted by law, whichever shall be the due date until payment higher, commencing on the Due Date. Where bank fees occur, such expenses imposed by BUYER’s bank(s) and/or other intermediate bank(s) located in the BUYER’s country shall be borne by BUYER and expenses imposed by SELLER’s bank(s) and/or other intermediate bank(s) located outside the BUYER’s country shall be borne by SELLER. 4.5 Unless otherwise specified in this Agreement, BUYER must pay all the Charges without any withholding, set off or deduction. 4.6 If there is made a bona fide dispute on SELLER’s invoice, BUYER must give written notice to SELLER of such dispute no later than twenty (20) Days before the Due Date by specifying: (a) the invoice in dispute; (b) the amount of Charges which are the subject of the dispute; and (c) the grounds of the invoice in dispute and the facts on which BUYER relies provided however that the undisputed portion Charges is paid in full both on or before the Due Date. The Parties shall investigate and after resolve the matter as soon as practicable but in any judgment, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three event no later than twenty (320) months has elapsed Days from the date of invoice. 12.11 Any sum payable the bona fide dispute is exclusive of VAT which submitted. When such negotiation fails, the dispute shall be payable in addition to that sum, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges resolved in accordance with Clauses 12.11a), 12.11bClause 30 hereof. An invoice for Charges payable shall be deemed to have been accepted by BUYER if BUYER does not object in writing within ten (10) and 12.11c), Days after the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelveinvoice is issued by SELLER.

CHARGES AND PAYMENT. 12.1 In consideration of the Supplier performing its obligations under this Agreement provision of the Company Services, the Customer shall pay to the Charges for Supplier the Services. 12.2 Where the price of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuationCharges. Unless specified in Error: Reference source not found, the Order, any currency fluctuations Customer shall be under no obligation to reimburse to the Supplier costs and expenses incurred by the Supplier in the pricing from the Order date to the invoice date will be applied to the invoice price. Pricing fluctuations would be applied over the term performance of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Service Schedule or the OrderServices. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Charges as set out in the Order, with the remaining balance paid either: (A) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (B) if there Where Services are no applicable Milestones, provided on a time and materials basis: the Supplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); all materials shall be supplied at cost unless specified in Schedule 2; the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly in arrears based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as invoice; each invoice shall set out in the Ordertime spent by each of the Supplier’s personnel and be accompanied by timesheets; or (iii) if there are no applicable Milestones, on a and the Supplier shall maintain complete and accurate records of the time spent and materials basisused by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on request. All Charges are expressed exclusive of VAT. The Customer shall pay to the Supplier, in addition to the Charges, the amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the Charges. Unless otherwise specified in , the Charges and monthly in arrears based on time incurred. c) Services any reimbursable costs and expenses shall be invoiced monthly in advancearrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. All charges, unless stated otherwise costs and payments are to be made in Pound Sterling. Payments will only be made via the Order; d) third party software licences invoiced on customers preferred method of BAC’s payment which may be altered at any time by the later customer providing reasonable notice Payment of invoices in relation to which there is no bona fide dispute shall be made in full within 90 days of the date of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date invoice. Payment of activation. f) Expenses incurred will be invoiced invoices in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services relation to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date of a valid invoice from the Supplier, provided that day there is a Business Day, otherwise bona fide dispute shall be made within 45 days of settlement of the next Business Day after such date, unless different payment terms are agreed by the parties in the Orderdispute. Time The time for payment of the Charges shall not be of the essence of this Agreement. the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. 12.7 The Company must maintain . If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a valid direct debit mandate market rate of exchange for the Term, unless otherwise agreed purpose of set-off. Any exercise by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum Customer of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment its rights under this clause shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If limit or affect any undisputed sum payable other rights or remedies available to it under this Agreement is not paid when due then the Supplier may claim interest from the due date until payment is made in full both before and after any judgment, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%or otherwise. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that sum, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase in the consumer price index which impacts the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelve

CHARGES AND PAYMENT. 12.1 In consideration Unless stated otherwise, all Charges stated on the Order are in United States dollars and are exclusive of applicable taxes and expenses. Charges are only applicable to the Supplier performing its obligations under this Agreement specific Vertafore Solutions and License Metric set forth on the Company Order for the Term; changes or additions may be subject to the then current market rates and require execution of a new Order. Charges for Vertafore Solutions involving storage of Customer Data may include Charges related to data storage in excess of 30 gigabytes per month and may include additional Charges for data storage requests, data transactions, and data transfers. Customer shall pay the applicable Charges in accordance with any payment terms and schedules for payment set forth in each applicable Order. Unless another invoice start date is indicated on the Order, invoicing commences on the Order Effective Date. Customer agrees that the Initial Term commitment is partial consideration for the Agreement and to be responsible for the Charges for the Services. 12.2 Where Term, including where there is a Third-Party Payer. Unless otherwise specified, undisputed Charges shall be due and payable by Customer (i) within thirty (30) days of the price date of Hardware Vertafore’s invoice or Services is the Order Effective Date for all upfront or setup Charges, or (ii) on a rolling basis as specified in a currency other than pounds sterling the Order and the price provided in a Order is in pounds sterling the price is based commencing on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless Order Effective Date or delivery date as specified in the Order. Disputes to Charges must be brought before the invoice or Charges become due or they will be deemed accepted. Where Customer provides Vertafore with electronic payment information to effectuate payment, any currency fluctuations in the pricing from Customer authorizes Vertafore to charge for all Vertafore Solutions listed on the Order date to the invoice date will be applied to the invoice priceor applicable invoice. Pricing fluctuations would be applied over the term of the Agreement. 12.3 The Supplier may invoice the Company in advance for the Charges in accordance with the payment dates referred to in a Service Schedule or the Order. If not specified the Charges shall be invoiced on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% of the total project Charges as set out in the Order, with the remaining balance paid either: (A) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (B) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced on the later of the date of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will be entitled to invoice the Company for the relevant work as follows a) notice of 4 weeks or more – 0% payable; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: c) notice of 4 Business Days to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Order; and c) be sent to the address as may be notified to the Supplier from time to time. 12.6 The Company shall pay Charges in full and clear funds for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms are agreed by the parties in the Order. Time for payment shall be of the essence under this Agreement. 12.7 The Company must maintain a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement is not paid when due then may bear interest at a rate of up to one and one-half percent (1.5%) per month or the Supplier may claim interest from the due date until payment maximum rate permitted by law, whichever is made in full both before and after any judgment, at 5% per annum over the Bank of England Bank Rate from time to time but at 5% a year for any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable in addition to that sumlowest. Charges are non-cancellable, and all payments by the Company shall be made without deduction or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any increase are non-refundable unless otherwise indicated in the consumer price index which impacts Order or additional Solution Terms. Customer may designate a Third-Party Payer responsible for payment on all invoices, however, Customer remains responsible and if the Suppliers costs in delivering the Services (excluding any increases set out in Clauses 12.12b), 12.11c), 12.11d)) whereby the Charges may be increased by the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price by a Related Service Provider including a third party licence or third party software providerfails to make timely payment, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which is used solely for the provision of the Services; c) any increase in the volume of the Services, licences or support being provided by the Supplier; and d) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelveVertafore can collect from Customer.

CHARGES AND PAYMENT. 12.1 7.1 The Customer shall pay each charge owing under the Agreement (“Charges”) in the currency shown on the Order, in the manner described in the Service Literature or as IRACK may reasonably specify. Subject to clause In consideration addition to any other remedy available to IRACK, IRACK may charge a late fee of 3% per annum above Barclays Bank plc’s base lending rate then in effect on all past due amounts. IRACK will not charge interest on a disputed amount if the Customer disputes the amount in good faith and does all of the Supplier performing following: (a) pays all undisputed amounts on the invoice when they are otherwise due; (b) notifies IRACK in writing of the disputed amount by the time the payment would otherwise be due; (c) co- operates with IRACK to promptly resolve the dispute; and (d) pays the agreed-upon portion of the disputed amount by its obligations under this Agreement new due date, that is, within 10 days of resolution of the Company dispute., the Customer shall pay the full amount due (both Charges for the Services. 12.2 Where the price and Fees and Taxes) within 30 days of Hardware or Services is in a currency other than pounds sterling and the price provided in a Order is in pounds sterling the price is based on the Suppliers currency exchange rates (including any applicable commissions for currency conversion) on the day of the Order. Where pricing is subject to current fluctuations this will be highlighted on the Order. Pricing is by way of convenience only and is subject to currency fluctuation. Unless specified in the Order, any currency fluctuations in the pricing from the Order date to the invoice date will be applied to or as otherwise stated in the invoice price. Pricing fluctuations would be applied over Service Literature and/or the term of Order (the Agreement“Due Date”) without any set-­‐ off, deductions or withholding. 12.3 The Supplier may invoice the Company in advance 7.2 Except for the Charges in accordance with the payment dates referred to in a Service Schedule installation, maintenance or the Order. If not specified the Charges shall be invoiced service charges which are payable on the following basis: a) Equipment shall be invoiced on dispatch; b) Orders shall be invoiced either: (i) for Development projects, 50% acceptance of the total project Charges as set out in the Order, with the remaining balance paid either: (A) on completion of Milestones on either a fixed cost or time incurred basisan Order by IRACK, as set out in the Order; or (B) if there are no applicable Milestonesrelevant Service Literature, on a time and materials basis, and monthly in arrears based on time incurred. (ii) on completion of Milestones on either a fixed cost or time incurred basis, as set out in the Order; or (iii) if there are no applicable Milestones, on a time and materials basis, and monthly in arrears based on time incurred. c) Services charges for each Service shall be invoiced monthly in advance, unless stated otherwise in the Order; d) third party software licences invoiced start to accrue on the later of the date of purchase or charge incurred by the Supplier from the Related Service Provider; and e) third party network services invoiced on the date of activation. f) Expenses incurred will be invoiced in arrears as incurred at cost. 12.4 Where a Statement of Work Commencement Date has been agreed and the Company; a) requests to change Statement of Work Commencement Date, or b) requests to cancel the work, or c) is unable to meet the Company Dependencies as set out in this Agreement, which would therefore require the Company to request a change in the Statement of Work Commencement Date, and where the Supplier is unable to reasonable redeploy the resources that have been allocated to carry out the work, the Supplier will, in its sole discretion, reject the request. Should the Company not allow the work to be carried on the originally agreed Statement of Work Commencement Date the Supplier will IRACK shall be entitled to invoice the Company Customer for those charges in the relevant work as followsmonth following the Service Commencement Date irrespective of whether any traffic has been routed through the Service. 7.3 In addition to any other remedy available to IRACK, IRACK may charge a late fee of 3% per annum above Barclays Bank plc’s base lending rate then in effect on all past due amounts. IRACK will not charge interest on a disputed amount if the Customer disputes the amount in good faith and does all of the following: (a) notice pays all undisputed amounts on the invoice when they are otherwise due; (b) notifies IRACK in writing of 4 weeks or more – 0% payablethe disputed amount by the time the payment would otherwise be due; b) notice of 7 Business Days but less than 4 weeks’ notice – 50% payable: (c) notice of 4 Business Days co-operates with IRACK to 6 Business Days – 75% payable: d) notice of less than 1 Business Day to 3 Business Days – 100% payable. 12.5 Invoices issued by promptly resolve the Supplier will: a) be valid tax invoices for the purposes of VAT legislation and be invoiced in pounds sterling; b) identify the parties, specify the Services to which the invoice relates and include the purchase order number or other reference number that may have been provided by the Company to the Supplier in connection with this Agreement and/or Orderdispute; and c(d) be sent pays the agreed-upon portion of the disputed amount by its new due date, that is, within 10 days of resolution of the dispute. 7.4 The Charges are exclusive of (and the Customer will pay) any applicable taxes, fees and surcharges (including, but not limited to, any applicable Value Added Tax or other tax of a similar nature in any jurisdiction) that apply to the address as may be notified Charges and/or a Service (taken together, ‘Fees & Taxes’), except to the Supplier from time to timeextent that the Customer gives IRACK proper proof of exemption. 12.6 The Company shall pay Charges in full and clear funds 7.5 For Services for the Services by direct debit unless otherwise set out in the Order and within 30 days from the date of a valid invoice from the Supplier, provided that day is a Business Day, otherwise the next Business Day after such date, unless different payment terms which usage or maintenance charges are agreed paid by the parties in Customer, IRACK may modify the Order. Time for payment shall be of the essence under this Agreement. 12.7 The Company must maintain a valid direct debit mandate for the Term, unless otherwise agreed by the parties in the Order. 12.8 The Supplier reserves the right to charge an additional sum of 10% of the Charges in the event the Company fails to maintain a valid direct debit mandate and thereafter fails to reinstate the direct debit mandate within 14 days of receipt of notice from the Supplier, unless the parties agree that payment shall not be via direct debit in accordance with Clause 12.6 above. 12.9 If any undisputed sum payable under this Agreement is not paid when due then the Supplier may claim interest from the due date until payment is made in full both before and after any judgment, at 5% per annum over the Bank of England Bank Rate charges from time to time but by giving the Customer written notice at 5% least 28 days before it is to take effect. IRACK may give such notice (which may refer to a year for IRACK web site detailing the change to the charges) by email, in statements added to or included with monthly invoices, or by other reasonable means selected by IRACK. If any period where the Bank Rate is below 0%. 12.10 The Company shall not be able to dispute any amounts which have been paid by the Company after a period of three (3) months has elapsed from the date of invoice. 12.11 Any sum payable is exclusive of VAT which shall be payable change in addition to that sum, and all payments by the Company shall be made without deduction usage or set off of any amount. 12.12 The Supplier shall be entitled to increase the Charges as follows: a) any maintenance charges would result in an increase in the consumer price index which impacts the Suppliers costs in delivering aggregate charges for the Services (excluding any increases set out in Clauses 12.12b)provided to the Customer under an Order, 12.11c), 12.11d)) whereby within 28 days of receiving the Charges change notice the Customer may be request IRACK to demonstrate that the cost of providing the Services to the Customer has increased by or that the same percentage as the increase in the consumer price index, such change would be applied annually on the anniversary of this Agreement; b) any increase in price charges remain competitive with charges for substantially similar services offered by a Related Service Provider including a third party licence or third party software substantially similar provider, network provider, or any third party supplier of Equipment (for the avoidance of doubt any Equipment quoted for will remain at the price quoted for so long as the Order remains valid), in all cases which . If IRACK is used solely for the provision unable to demonstrate this within 30 days of the Services;Customer’s request, the Customer may terminate that Order by giving IRACK 30 days’ written notice. c) any increase 7.6 Upon IRACK’s request, the Customer will promptly give IRACK information describing the Customer’s current financial condition. 7.7 If the Customer experiences a materially adverse change in its financial condition or the volume of the Customer orders or uses more Services, licences IRACK may require the Customer to agree to provide a (or support being provided by the Supplier; and dincrease its existing) In addition to the Supplier’s right to increase the Charges in accordance with Clauses 12.11a), 12.11b) and 12.11c), the Supplier reserves the right, on giving the Company thirty (30) days’ notice, to increase the Charges once in any twelvesecurity deposit or other form of payment security.