Common use of Charges Clause in Contracts

Charges. 1.1 The Service Provider's pricing shall not be subject to or contingent upon any due diligence to be performed after the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 In consideration for the provision of the Services the Customer shall pay to the Service Provider all undisputed Charges within forty-five (45) days of receipt of a correctly rendered invoice. 1.4 In the event of late payment, the Service Provider reserves the right to charge interest on amounts overdue at a rate of two percent (2%) above the annual base rate of the Bank of England from time to time. 1.5 Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision of the Services under this Agreement. 1.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and are incurred in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution). 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 12.1 The Service Provider's pricing shall not be subject to or contingent upon any due diligence to be performed after the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 In consideration for the provision of the Services the Customer shall pay the Supplier the Charges for the Software licence, the Services and the Support Services as set out in the relevant an Agreed Order. Unless otherwise stated in the Agreed Order, the Charges, including the licence fee, shall be expressed as annual Charges. 12.2 The Charges shall be increased automatically on the first anniversary of the Commencement Date in an amount equal to the Service Provider all undisputed Charges within forty-five percentage increase in the UK Retail Price Index (45or such index that replaces it) days of receipt of a correctly rendered invoice. 1.4 In as measured over the event of late paymentpreceding twelve (12) month period. Additionally, after the Service Provider Initial Contract Period the Supplier reserves the right to charge interest on amounts overdue at a rate of two percent increase the Charges for Software, Services and/or Support Services over the UK Retail Price Index. 12.3 The Customer shall pay all Charges to the Supplier within thirty (2%30) above calendar days from the annual base rate date of the Bank Supplier’s invoice. 12.4 All Charges payable under this Agreement or any Agreed Order are exclusive of England Value Added Tax or any other relevant taxes which will be added at the prevailing rate from time to time. 1.5 Except as otherwise agreed 12.5 If the payment of any sum due under the Agreement or any Agreed Order shall be delayed by the Parties in writingCustomer for any reasons then, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable without prejudice to the provision any of the Services under this Agreement. 1.6 The Service Provider Supplier’s other rights, the Supplier shall only be entitled to invoice suspend the Services and /or the Support Services until full payment is received and charge interest at 8% per annum over the Bank of England current base rate on the amount of the delayed payment for the period of the delay. 12.6 Where relevant, the Supplier shall supply to the Customer for its expenses if .such expenses have been approved in writing in advance and such forms as are incurred in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made required by the Customer under this Agreement and tax authorities in the Service Provider shall provide country in which the Customer with documentation and other information with respect is based to each invoice as may be reasonably requested by permit the Customer to verify accuracy and compliance with make payments gross, failing which the provisions of the Agreement. 1.8 Customer shall be entitled, if so required by Law, to deduct any applicable withholding tax. The Customer shall have the right to deduct from amounts owed by the Customer supply withholding tax certificates to the Service Provider amounts Supplier to support any such deductions within seven (7) calendar days of making such deductions. 12.7 The Supplier may make additional charges for travel outside the UK mainland including expenses and overnight accommodation. 12.8 The Supplier will quote any Customer purchase order number or reference provided that the Service Provider it is obliged to pay to or credit supplied prior to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part issue of an invoice. If none is provided by the Customer, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and then the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for agrees that the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution absence of such dispute references do not constitute grounds for non-payment or delay in accordance with clause 49 (Dispute Resolution)the settlement of an invoice. 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 The Service Provider's pricing shall not be subject to or contingent upon any due diligence to be performed after the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 In consideration for of the provision of the Services the Customer shall pay to Lineas, subject to the terms of the Agreement, the Charges detailed in the Agreement. Line as shall invoice the Customer during or at any time after the performance of the Services for or on behalf of the Customer. All payments shall be in euro by electronic transfer to th e bank account of Lineas. No payment shall be deemed to have been received until Lineas has received cleared funds. Xxxxxx has a right to adapt the Charges each year according to the indexation method mentioned in the Agreement. Charges may be based on subventions or subsidies, if any, that are given, directly or indirectly, to Lineas. In case these subventions or subsidies are decreased, Lineas shall have the right to increase unilaterally, immediately and without prior notice the Charges in direct proportion to the decrease of the subventions or subsidies. The Customer is not allowed to request subventions or subsidies from any authority, governmental body or administration if such request could jeopardize in any way the possibilities of Lineas to obtain subventions or subsidies or financial support from the authorities, a governmental body or an administration. Should the technical specifications of a Service have to be fundamentally modified (e.g. tonnage, routing, locomotives, wagons, equipment, ...) or should the costs for executing the Service Provider all undisputed significantly increase due to circumstances outside the control of Lineas and which could reasonably not be avoided by Lineas, Lineas shall be entitled to increase the Charges within forty-five (45) days under the Agreement in direct proportion to any increase of receipt the costs for the performance of the Service. In case Lineas has to intervene or take measures because of a correctly rendered invoice. 1.4 In contingency or because of a fault, negligence or omission of the event of late paymentCustomer or a Relevant Third Party, the Service Provider Lineas reserves the right to charge interest the Customer additional costs and an administration fee which shall be determined by Lineas according to normal and reasonable market practices. In the event Charges are mentioned per tons, the weight as mentioned on amounts overdue at a rate of two percent (2%) above the annual base rate Consignment note will be rounded up to 100 kg for the determination of the Bank of England from time to time. 1.5 Except as otherwise agreed Charges. The invoices under this Agreement are payable by the Parties Customer within the payment term as specified in writingthe Offer starting from the invoice date. The invoice frequency is defined in the Offer. If nothing has been determined in the Offer, no rates or the payment term will be 30 days starting from the invoice date and the invoice frequency will be determined by Lineas. The Customer shall pay all invoices under this Agreement in full and cleared funds without any deduction whether by way of compensation of claims, set-off, netting, withholding, counterclaim, discount, abatement, bank charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision of the Services under this Agreement. 1.6 The Service Provider shall only Customer's bank or otherwise. If certain information has to be entitled to mentioned on the invoice (e.g. PO number), the Customer for its expenses if .such expenses have been approved in writing in advance has to communicate this required information before the start of the performance of the respective Services. For each payment, the Customer has to mention the invoice number(s) to which each payment relates. After expiry of the payment deadline, any unpaid amounts shall, automatically and are incurred without notice, be raised with a late payment interest in accordance with the version Belgian Act of August 2nd, 2002 on combating late payment in commercial transactions (published in the Belgian Official Gazette of August 7th, 2002) plus 2% and a compensation of 125 EUR per invoice for administrative costs. In the event of the Customer's expenses policy notified to non-payment of an invoice within the Service Provider from time to time. 1.7 payment term, every other invoice issued by Lineas shall become immediately payable. The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer invoices under this Agreement may only be disputed within a period of 8 days after the invoice date. The Customer has to communicate the invoice number, the contract/file number, the description mentioned on the invoice related to the dispute, the exact amount of the dispute and a precise reason for the Service Provider shall provide dispute. The dispute has to be send to xxxxxxx@xxxxxx.xxx. The Customer has to reply to any information request from Lineas regarding disputes within 8 days. If part of the invoice is timely disputed by the Customer, the Customer with documentation and other information with respect has the obligation to each pay the undisputed part of the invoice within the payment term as may be reasonably requested by specified in the Offer. The Customer has to pay the entire amount of the invoice in case an invoice is not timely or correctly disputed according to this provision. If any charge due from the Customer to verify accuracy and compliance with Lineas under the provisions Agreement or any other agreement is not paid on or before the due date of payment, without prejudice to any other right or remedy available to Lineas, Lineas shall be entitled to cancel or suspend its performance of the Agreement. 1.8 The Customer shall Agreement until arrangements as to payment or credit have been established which are satisfactory to Lineas. Lineas reserves the right to deduct from implement at any time alternative invoicing arrangements, such as (by example, without being exhaustive) the provision of a bank guarantee or arrangements requiring the Customer to pay the Charges prior to provision of the Services, if it has any reasonable doubt as to the creditworthiness of the Customer or its ability to pay the Charges. The Parties agree that Lineas does not have to send paper invoices and that Lineas can send its invoices by e-mail. The customer shall take the necessary technical measures so that the invoices send by e-mail can always be received at the email address specified by the Customer. Lineas shall have, irrespective of the capacity in which Lineas intervenes, a general retention and preferential right over the Goods, wagons and/or documents in his possession as security for all the amounts owed by the Customer to Lineas, in principal, interest, costs and indemnities, and this even for debts of the Service Provider amounts that the Service Provider is obliged to pay to or credit Customer not relating to the Customer under the AgreementGoods, wagons and/or documents actually held by Lineas. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution). 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 15.1 The Service Provider's pricing Charges shall not be subject to or contingent upon any due diligence to be performed after as specified in the Effective Date orrelevant Order. 15.2 In respect of professional services, if earliertransition services and exit services (unless otherwise stated in the Order), the relevant Service Commencement DateCharges exclude the cost of: (a) hotel, except subsistence, travelling and any other ancillary expenses reasonably incurred by a Consultant; and (b) any consumables used in respect the supply of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is Services to be paid directly by the Customer, such pass-through expense which SCC shall not be subject to any mark-up and the Service Provider shall provide invoice the Customer for in accordance with the original third party invoice together with a statement that relevant Order. In terms of expenses, the Parties may agree an Expenses Day Rate, which shall be specified in the relevant Order and cover the expenses referred to in this Clause 15.2. Except for the Expenses Day Rate, all expenses, materials and consumables shall be invoiced by SCC at cost plus an administration charge of five percent (5%). 15.3 All Charges are proper in Pounds Sterling and valid and should exclusive of VAT or any other applicable tax or duty, which must be paid by the CustomerCustomer in addition at the rate and in the manner prevailing at the relevant tax point. 1.3 In consideration for the provision of the Services the Customer shall pay 15.4 The Charges may be subject to the Service Provider all undisputed Charges within forty-five (45) days of receipt of a correctly rendered invoice. 1.4 In the event of late payment, the Service Provider reserves the right to charge interest on amounts overdue at a rate of two percent (2%) above the annual base rate of the Bank of England from time to time. 1.5 Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision of the Services under this Agreement. 1.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and are incurred change in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreementrelevant Service Specific Terms or Special Terms. 1.8 The Customer shall have the right 15.5 Without prejudice to deduct from amounts owed by SCC's rights under Clause 15.4, provided that SCC provides the Customer with no less than thirty (30) days' prior written notice of its intention to do so, SCC shall be entitled to increase the Service Provider amounts that relevant Charges on any day after expiry of the Service Provider is obliged to pay to or credit to Initial Services Term (the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 "Increase Date"). If the Customer disputes elects not to accept such increase, the Customer may terminate the relevant Order at the end of the Initial Services Term on no less than thirty (30) days' written notice. 15.6 If an Order (or part thereof) is terminated in accordance with the terms of the Order, or if delivery and/or access cannot be provided or Services are suspended as a result of a failure by the Customer, SCC shall be entitled (in addition to any other rights it may have) to be paid on a quantum meruit basis for any work completed by it, or for that part of an invoicethe Services performed. SCC may invoice the Customer accordingly and such monies shall be immediately due for payment. 15.7 Where at the request of the Customer any work to provide the Services is done at any time which is not during the Hours of Support for that particular Service, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and unless otherwise agreed the Customer shall pay a charge for such undisputed Charges in accordance with clause 22.3. The Service Provider work calculated at SCC’s then current standard hourly rate, which shall also re-issue a separate invoice for be advised to and approved by the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of Customer prior to such dispute in accordance with clause 49 (Dispute Resolution)works being carried out. 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 3.1. The Service Provider's pricing Company and the Client have agreed the daily charge rate for individual roles as stated in the individual Statement of Work for a successfully placed Interim. The charges are calculated by reference to the number of days (as applicable) worked by the Interim, however the minimum duration for any Assignment shall be one (1) day. 3.2. At the end of an agreed period (no less than one (1) week and no greater than one (1) calendar month) of the Assignment (or, where the Assignment is for a period of less than one (1) week or is completed before the end of a week, at the end of the Assignment) the Client shall sign the Company’s Timesheet verifying the number of days worked by the Interim during that week. The Client shall be responsible for ensuring that only authorised members of its staff signs Timesheets on its behalf. 3.3. Signature of the Timesheet by the Client constitutes acceptance that the Interim’s services have been provided for the days indicated and that such services have been satisfactory. Failure to sign the Timesheet does not be subject alter the Client’s obligation to pay the charges in relation to the hours worked. 3.4. The Client shall retain the original signed copy of the Timesheet and provide a copy for the Company. If a Timesheet is not provided by the Company, this does not constitute a reason for the non-payment of the invoice in relation to the hours worked. 3.5. The charges may also include the Company’s expenses for pre-authorised travel outside of London, hotel expenditure, or contingent upon any due diligence other expenses as may have been agreed with the Client or, in the event of disagreement, such expenses as are deemed to be performed after the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Servicesreasonable. 1.2 In 3.6. If an Interim is requested to work at weekends or public holidays or at any time in addition to the event agreed standard days, then any overtime must be approved by a line manager of the Parties agree that a. particular pass-through expense is Client and confirmed to the Company prior to work taking place including any changes to the charge rates initially agreed for the Assignment to be paid directly carried out during standard days. 3.7. The Company will only process overtime claims that have followed the correct procedure, have correctly been recorded separately in the overtime sheet and have been properly communicated to the Company by the Customer, such pass-through expense shall not be subject to any mark-up and authorised persons. 3.8. If the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid Client engages an Interim who is supplied by the Customer. 1.3 In consideration for Company and then desires that such supplied Interim take on a permanent role as an employee within that same entity, then the provision of the Services the Customer Client shall pay to the Service Provider all undisputed Charges within forty-five (45) days Company a Temp to Perm Fee of receipt 20% of a correctly rendered invoicethe annual commencing gross taxable remuneration payable by the Client to that Interim. The Client shall pay this fee to the Company regardless of the duration of engagement of such Interim with the Client. 1.4 In 3.9. Any additional Fees are to be agreed on the event individual Statement of late payment, the Service Provider reserves the right to charge interest on amounts overdue at a rate of two percent (2%) above the annual base rate of the Bank of England from time to timeWork. 1.5 Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision of the Services under this Agreement. 1.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and are incurred in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution). 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 7.1 The Service Provider shall charge the Customer the Charges based on the number of Active Devices, Active Installs or Active Polls as set out in Schedule 4 or as otherwise agreed in the Order Form 7.2 Minimum Access Charges are calculated monthly in advance for the entire month and not on a pro-rata basis, although the Provider may choose to invoice for charges in arrears should they so wish. 7.3 The Provider shall issue invoices in arrears for any usage or overage Charges to the Customer in accordance with the provisions of Schedule 4. 7.4 Save for where the Customer has signed up to the Provider's pricing shall not be subject to or contingent upon any due diligence to be performed after the Effective Date or, if earlier’s self-service billing platform, the relevant Service Commencement DateCustomer shall pay the Charges to the Provider within 30 days of the date of issue of an invoice issued in accordance with Clause 4 7.5 Where the Customer has signed up to the Provider’s self-service billing platform Charges shall be due immediately on generation of an invoice each month, except and said charges shall be charged automatically to any payment method entered by the Customer onto the billing platform. It shall be the responsibility of the Customer to ensure that at all times there is a valid payment method active on the billing platform 7.6 All Charges stated in respect or in relation to this Agreement are stated exclusive of lnflight Projects and/or New ServicesVAT (and any other applicable sales taxes). To the extent that VAT (or any other applicable sales tax) is chargeable on any invoice to the Customer it shall be payable by the Customer to the Provider in addition to the Charges. 1.2 In the event the Parties agree that a. particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide 7.7 Where the Customer with is not signed up to the original third party invoice together with a statement that the Charges are proper self-service billing platform charges (and valid and should any VAT or other sales tax) shall be paid by bank transfer (using such payment details as are notified by the CustomerProvider to the Customer from time to time). The Customer shall be liable for any bank fees. 1.3 In consideration for 7.8 If the Customer does not pay any amount properly due to the Provider under or in connection with this Agreement, the Provider may: (a) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Xxx 0000. (b) claim any reasonable costs of recovery under the Late Payment of Commercial Debts Regulations 2013. 7.9 The Provider may vary the Charges on and from any anniversary of the date of this Agreement by giving to the Customer not less than 30 days' written notice of the variation. 7.10 The Provider may suspend access to the Platform and the provision of the Services the Customer shall pay if any amounts due to the Service Provider all undisputed Charges within forty-five (45) days of receipt of a correctly rendered invoice. 1.4 In the event of late payment, the Service Provider reserves the right to charge interest on amounts overdue at a rate of two percent (2%) above the annual base rate of the Bank of England from time to time. 1.5 Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision of the Services under this Agreement. 1.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and are incurred in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed paid by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreementthis Agreement are overdue by more than 14 days. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution). 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 8.1 The Service Provider's pricing shall Provider will issue via email invoices in PDF format for the Charges to the Customer in accordance with the provisions of Schedule 3. 8.2 The Customer will pay the Charges to the Provider within 30 days of the date of issue of an invoice issued in accordance with Clause 8.1. 8.3 All Charges stated in or in relation to this Agreement are stated exclusive of VAT unless the context requires otherwise. VAT will be payable by the Customer to the Provider in addition to the principal amounts. 8.4 Charges must be paid by bank transfer (using such payment details as are notified by the Provider to the Customer from time to time). 8.5 If the Customer does not pay any amount properly due to the Provider under or in connection with this Agreement, the Provider may: (a) charge the Customer interest on the overdue amount at the rate of 2% per year above the base rate of Lloyds Bank Plc from time to time (which interest will accrue daily and be subject compounded quarterly); or (b) claim interest and statutory compensation from the Customer pursuant to or contingent upon any due diligence to be performed after the Late Payment of Commercial Debts (Interest) Act 1998. 8.6 The Provider may vary the Charges payable under Paragraphs 2 and 3 of Schedule 3 on and from the expiry of the Minimum Term, and on and from each subsequent anniversary of the Effective Date orby giving to the Customer not less than 90 days' written notice of the variation, if earlier, providing that no such variation will result in the relevant Service Commencement Date, except element of the Charges increasing during the Term by more than the percentage increase during the same period in respect of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is to be paid directly Retail Prices Index (all items) published by the Customer, such pass-through expense shall not be subject UK Office for National Statistics.. 8.7 The Provider may suspend access to any mark-up the Platform and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 In consideration for the provision of the Services the Customer shall pay if any undisputed amounts due to the Service Provider all undisputed Charges within forty-five (45) days of receipt of a correctly rendered invoice. 1.4 In the event of late payment, the Service Provider reserves the right to charge interest on amounts overdue at a rate of two percent (2%) above the annual base rate of the Bank of England from time to time. 1.5 Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision of the Services under this Agreement. 1.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and are incurred in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed paid by the Customer to the Service Provider amounts that the Service Provider is obliged under this Agreement are overdue by more than 30 days, subject to notice of such failure to pay to or credit to any undisputed amounts. The Provider shall afford the Customer under the Agreementfourteen (14) calendar days to remedy any non-payment prior to exercising such right of suspension. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution). 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 (1) Terms of payment of Supplier’s invoices for the Services are thirty (30) days net from date of invoice. (2) The Service Provider's pricing shall not Supplier reserves the right to revise listed charges at any time. Revised charges will only be applicable on renewal of this Agreement. The Supplier will advise the Customer of revised charges at least thirty (30) days prior to the Agreement renewal date. Individual charge rates are available on request. (3) Charges for Non-Contracted Equipment will be made individually by the Supplier according to its then current scale of charges and are subject to or contingent upon any normal credit terms, namely payment falling due diligence to be performed after by the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect Customer within thirty (30) days net from date of lnflight Projects and/or New Servicesinvoice. 1.2 In (4) Charges for Additional Equipment will be made for the event balance of the Parties agree that a. particular pass-through expense duration of the Agreement at the Supplier’s prevailing rates. The Supplier is entitled to charge in addition for any services required to put such Additional Equipment into good repair and condition at the Supplier’s prevailing rates prior to accepting such Additional Equipment. (5) Charges for any New Version shall be paid directly agreed in writing prior to performance or supply by the CustomerSupplier, such pass-through expense and shall not be subject charged and invoiced to any mark-up and the Service Provider shall provide the Customer with by the original third party invoice together with a statement that the Charges are proper Supplier (and valid and should be paid by the Customer) following acceptance by the Supplier of the Customer’s written order for such New Version or such Optional Service (as the case may be). 1.3 In consideration (6) Charges for any additional Optional Service supplied by the provision Supplier to the Customer pursuant to Clause 3 after the Commencement Date shall be in line with the charges set out in Parts 2, 3 4, 5 and 6 of the Services Schedule (as the same may be amended from time to time in accordance with this Clause 4) and shall be charged and invoiced to the Customer by the Supplier (and paid by the Customer) following acceptance by the Supplier of the Customer’s written order for such New Version or such Optional Service (as the case may be). (7) The Supplier shall make an additional charge, in accordance with its standard scale of charges from time to time in force, for service visits: (a) made at the request of the Customer by reason of any fault in the Equipment due to causes not covered by the Services; or (b) made at the request of the Customer but which the Supplier finds are frivolous or not necessary. (8) All charges are exclusive of Value Added Tax and net of all other taxes, duties whatsoever and the Customer shall be additionally responsible for payment of any such taxes or duties. (9) If any sum payable under this Agreement is not paid in full on the due date, the Customer shall pay interest on the sum outstanding at the rate of one (1) per cent per annum above the base rate of the Clydesdale Bank plc in force from time to time from the Service Provider all undisputed Charges within forty-five date the payment became due until full payment is made (45) days of receipt of a correctly rendered invoice. 1.4 In the event of late payment, the Service Provider whether after or before judgement). The Supplier reserves the right to charge interest on amounts overdue at a rate of two percent (2%) above the annual base rate of the Bank of England from time to time. 1.5 Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision of suspend the Services under this Agreementuntil full payment is made of any such outstanding sum and interest due. 1.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and are incurred in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution). 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 The Service Provider's pricing shall not be subject to or contingent upon any due diligence to be performed after the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 7.1 In consideration for of the provision of the Services by Cybanetix, the Customer shall will pay to Cybanetix the Service Provider Charges. 7.2 Unless otherwise specified in an Order all undisputed Charges are payable within forty-five (45) 30 days of receipt of a correctly rendered Cybanetix’s invoice. 1.4 In 7.3 If there is any delay in payment Cybanetix shall be entitled (without prejudice to any other right or remedy, and as well after as before any judgment): 7.3.1 to suspend any further performance of the event of late paymentServices after giving Customer 5 days’ written notice for such period as Cybanetix feels is appropriate but no longer than payment is received by Cybanetix, the Service Provider reserves the right and 7.3.2 to charge interest on amounts overdue all outstanding monies due whether before or after judgement at a the rate of two percent (2%) % above the annual base rate of the The Royal Bank of England Scotland PLC from time the date of the invoice to timethe date of payment. 1.5 Except as otherwise agreed by the Parties 7.4 If Cybanetix incurs further costs in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable addition to the provision Charges whether in respect of the Services under this Agreement. 1.6 The Service Provider time or materials as a result of any events listed below, Cybanetix shall only be entitled to invoice charge the Customer for its expenses if .such expenses have been approved in writing in advance respect of such time and are incurred in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges materials and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate charges within 30 days of receiving the invoice for the disputed Charges same: 7.4.1 where a change is requested or sanctioned by the Customer; 7.4.2 where delay in the delivery of the Services has arisen and is attributable to the fault of the Customer or any person employed or engaged by the Customer (with other than Cybanetix); 7.4.3 where the original invoice date). The Parties shall diligently pursue an expedited resolution Customer following a written request by Cybanetix has not delivered by the agreed time, suitable information or agreement of such dispute in accordance with clause 49 (Dispute Resolution)documents. 1.11 The Service Provider 7.5 Cybanetix shall render be entitled, upon giving the Customer 30 days prior written notice to that effect, to vary the Charges as may be fair and reasonable to reflect (i) a material, unavoidable increase in the cost of Software charged by licensors, or (ii) where a key supplier to Cybanetix invoices in accordance with paragraph 3 a currency other than UK Pounds Sterling, a material adverse change in the exchange rate of Schedule 10 (PricebookUK Pounds Sterling against such currency. 7.6 The provisions of this Clause 7 are without prejudice to any other rights and remedies which Cybanetix may possess. 7.7 Cybanetix may apply surcharges, as specified in the Charges, should any portion of delivery of the Services be scheduled outside of normal local working hours at the request of the Customer. 7.8 All cost and fees are exclusive of any applicable taxes. Customer agrees to pay and bear the liability for such taxes that include, but are not limited to, Value Added Tax. 7.9 The currency in which the Charges and Invoicing)are to be paid will be UK Pounds Sterling.

Charges. 1.1 The Service Provider's pricing shall not be subject to or contingent upon any due diligence to be performed after 8.1 For the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 In consideration for the provision performance of the Services Services, the Customer shall pay to Avoira the Service Provider all undisputed Charges Standard Maintenance Fees. 8.2 For the performance of any Additional Services, the Customer shall pay to Avoira the Additional Services Fees. 8.3 The Customer shall reimburse any reasonable expenses incurred by Avoira where such expenses are incurred wholly and exclusively for the purpose of providing on-site support as part of the Services, provided that any request for reimbursement is in the form of a proper invoice accompanied by appropriate receipts. 8.4 The Standard Maintenance Fees shall be due and payable in full to Avoira annually in advance, within forty-five (45) 30 days of receipt of a correctly rendered invoicevalid invoice from Avoira. 1.4 In 8.5 Any Additional Services Fees shall be due and payable monthly, within 30 days of receipt of a valid invoice from Avoira. Any charges for spare parts recoverable in accordance with clause 5.1 shall be due within 30 days of receipt of a valid invoice from Avoira. 8.6 If the event of late Customer fails to make any payment due to Avoira under this agreement by the due date for payment, then, without limiting Avoira’s remedies under clause 13, the Service Provider reserves the right to charge Customer shall pay interest on amounts the overdue amount at a the rate of two percent (2%) 5% per annum above the annual base rate of the Bank of England England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 1.5 Except as otherwise agreed 8.7 If the Customer fails to make any payment due to Avoira under this agreement by the Parties in writingdue date for payment and the sum is not validly disputed by the Customer, no rates or charges other than those set out in clauses 22.3then, 22.4 and Schedule 10 without limiting Avoira’s remedies under clause 13, Avoira shall be applicable to the provision of the Services under this Agreement. 1.6 The Service Provider shall only be entitled to invoice suspend the Services and any other services provided under this Agreement until the outstanding sums are paid in full. 8.8 All Charges are exclusive of VAT or any other applicable sales tax, which shall be paid by the Customer at the rate and in the manner for its expenses if .such expenses have been approved the time being prescribed by law. 8.9 All amounts due under this agreement shall be paid by the Customer to Avoira in writing in advance and are incurred in accordance with full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 8.10 Avoira may, at any time after the version first anniversary of the Customer's expenses policy notified Commencement Date, increase the Standard Maintenance Fees and the Additional Services Rates by giving to the Service Provider Customer not less than three months written notice, in the following circumstances: A-LC-4 V2 ST Last edited: June 2021 HB Public a. a percentage equal to the percentage increase in the Retail Prices Index published by the Office for National Statistics (or its successor from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges period from the Commencement Date (in the case of the first increase) or the date on which the immediately preceding increase came into effect pursuant to this clause (in the case of the second or any subsequent increase) up to the date of this notice; or b. an increase of manufacturer’s costs, software assurance, costs in obtaining specialist support services from manufacturers and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution software providers, licences, taxes, currency fluctuations or unexpected cost of such dispute in accordance with clause 49 (Dispute Resolution)doing business. 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 8.1 The Service Provider's pricing shall not be subject to or contingent upon any due diligence to be performed after the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 In consideration for the provision of the Services the Customer shall pay the Charges applicable to the Service Provider all undisputed Charges within forty-five (45) days of receipt of a correctly rendered invoice. 1.4 In the event of late payment, the Service Provider reserves the right to charge interest on amounts overdue at a rate of two percent (2%) above the annual base rate of the Bank of England from time to time. 1.5 Except each Service. Other than as otherwise agreed by the Parties in writing, no rates or charges other than those expressly set out in clauses 22.3the Agreement, 22.4 and Schedule 10 shall be applicable to the provision of the Services under this Agreementall Charges are non-refundable. 1.6 The Service Provider 8.2 Hofy shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved at such intervals as specified in writing the Service Order or on the Hofy Platform. 8.3 Invoices shall be submitted to the Customer through electronic delivery to such email address as may, from time to time, be advised by the Customer in advance writing. 8.4 Hofy shall issue a single statement in respect of all Charges during the applicable charging period. However, the Customer agrees that Hofy's invoices under such statement may be issued by Hofy or a Hofy Affiliate, and are incurred any invoice issued by a Hofy Affiliate shall be valid as though issued by Hofy under these Terms. 8.5 The Customer shall pay all valid, undisputed and properly due invoices in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to timePayment Terms. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by 8.6 If the Customer under this Agreement and the Service Provider shall provide receives an invoice which the Customer with documentation reasonably believes specifies a Charge which is not valid and other information with respect to each invoice as may be reasonably requested by properly due ("Disputed Charge"): (a) the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably Disputed Charge and in good faith disputes on notice to shall notify Hofy within thirty (30) days after receipt of the Service Provider. 1.10 If the Customer disputes a part of an invoice, of the Service Provider nature of the dispute and the parties shall re-issue an invoice commence, within five (with 5) days after the original invoice datereceipt of the Customer's notice, to resolve the dispute; (b) for the undisputed Charges and the Customer shall pay such undisputed Charges any part of the invoice which is not a Disputed Charge in accordance with clause 22.3. The Service Provider the Payment Terms; and (c) once the dispute has been resolved, Hofy shall also re-issue the Customer with a separate valid and proper invoice for the disputed Charges (with amount due as part of the original invoice date)resolution, if any. The Parties Customer shall diligently pursue an expedited pay the amount due as part of that resolution within thirty (30) days of such dispute in accordance with clause 49 (Dispute Resolution)the date of receipt of the foregoing invoice. 1.11 8.7 The Service Provider Customer shall render settle invoices in accordance with paragraph 3 of Schedule 10 submitted pursuant to this clause 8 by electronic transfer to such bank account(s) as Hofy may nominate from time to time, or as otherwise agreed between the parties. 8.8 The Customer shall pay value added tax (Pricebook, or equivalent sales/service tax) on the Charges and Invoicing)at the rates prescribed by law at the time such Charges become due.

Charges. 1.1 7.1. The Service Provider's pricing Customer shall not pay to ILKLEY IT SERVICES the Charges for the Services provided to the Customer. Such Charges shall be subject invoiced in advance for rentals and arrears for usage charges the manner set out in this Agreement. 7.2. All Charges payable by the Customer shall be payable to or contingent upon ILKLEY IT SERVICES in British Pounds Sterling within a maximum thirty (30) days of the date of the ILKLEY IT SERVICES invoice. 7.3. The Charges are exclusive of all applicable taxes, including VAT, sales taxes and duties of levies imposed by any due diligence to be performed after the Effective Date orauthority, government department, all of which, if earlierany, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is to shall be assumed and paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid promptly when due by the Customer. 1.3 In consideration 7.4. If the Customer fails to make any payment due to ILKLEY IT SERVICES under the Agreement and/or any Services Agreement by the due date for payment (and such late or non-payment is not the provision subject of a bonafied dispute in accordance with clause 7.4), then without prejudice to any other rights and remedies of ILKLEY IT SERVICES: 7.4.1. ILKLEY IT SERVICES may upon not less than 7 days’ prior written notice to the Customer suspend the performance of the Service(s) to which the unpaid (or partly unpaid) invoice(s) relate and shall be under no obligation to provide any or all of such Services while the invoice(s) concerned remain unpaid, provided that notwithstanding any suspension of the Services by ILKLEY IT SERVICES, ILKLEY IT SERVICES may continue to incur expenses and/or charges of Service Providers (including, without limit, rental charges) which shall be payable by the Customer; and 7.4.2. ILKLEY IT SERVICES may charge the Customer shall pay to the Service Provider all undisputed Charges within forty-five (45) days of receipt of a correctly rendered invoice. 1.4 In the event of late payment, the Service Provider reserves the right to charge interest on amounts the overdue amount at a the rate of two percent (2%) 8% per annum above the annual base rate of the Bank of England base rate. Such interest shall accrue on a daily basis from time to time. 1.5 Except as otherwise agreed by due date until the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision date of actual payment of the Services under this Agreement. 1.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and are incurred in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records ofoverdue amount, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 whether before or after judgment. The Customer shall have pay the right interest immediately on demand by ILKLEY IT SERVICES. This clause shall not apply to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges payments that the Customer contests in good faith; 7.5. In the event that the Customer acting reasonably and in good faith disputes on notice to an invoice or any part thereof raised by ILKLEY IT SERVICES then provided that it notifies ILKLEY IT SERVICES in writing of the Service Provider. 1.10 If the Customer disputes a same as soon as is reasonably practicable and pays such part of an invoice, any invoice which is not the Service Provider shall resubject of the bona-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such fide dispute in accordance with clause 49 7.1, then the provisions of 7.4.1 and 7.4.2 shall not apply to such disputed payment, unless and until it is subsequently determined that either the whole or part of the payment which is the subject of the bona fide dispute should have been payable to ILKLEY IT SERVICES by the original due date. 7.6. For the avoidance of doubt, all Charges due to ILKLEY IT SERVICES under the Agreement shall be paid in full by the Customer by the due date for payment notwithstanding that the Customer may not have received payment from its User(s) and any dispute between the Customer and its Users regarding billing, the provision of services or otherwise shall be the sole responsibility of the Customer. 7.7. Any fraud or other improper use of the Services committed by the Customer or its User(s) shall not relieve the Customer of its payment obligations to ILKLEY IT SERVICES under the Agreement. 7.8. ILKLEY IT SERVICES will consider billing queries from the Customer only if such queries are made in writing within thirty (30) days of the date of the applicable ILKLEY IT SERVICES invoice in respect of charges in connection with the use of the Services. In the absence of any queries from the Customer pursuant to this clause, the Customer is deemed to have accepted the applicable ILKLEY IT SERVICES invoice. 7.9. A Credit Note shall not be payable unless the Customer requests it within sixty (60) days from the date of the service affecting event. 7.10. ILKLEY IT SERVICES may at any time or times, with prior written notice to the Customer, set off any liability against amounts due by ILKLEY IT SERVICES to the Customer. Any exercise by ILKLEY IT SERVICES of its rights under this clause shall be without prejudice to any other rights or remedies available to it under this Agreement or otherwise. 7.11. All charges and rebates shall be calculated by reference to data recorded or logged by ILKLEY IT SERVICES and not to data recorded or logged by the Customer (save in the case of demonstrable error). 7.12. ILKLEY IT SERVICES will regularly review the Charges in consultation with the Customer. If ILKLEY IT SERVICES’s costs of providing the Services increase as a result of any changes in legislation or regulations applying to the performance of the Services or increased taxation or increases in the charges of any relevant Service Provider, ILKLEY IT SERVICES may increase the Charges to reasonably reflect the increase in the cost of providing the Service(s) by giving not less than thirty (30) days’ prior written notice to the Customer, such notice to identify the amount of the increase in the Charges. 7.13. If the Customer disputes any portion of an invoice based upon usage of the Services, ILKLEY IT SERVICES records of such usage shall be presumed to be accurate unless determined otherwise by an independent expert appointed in accordance with clause 20 (Escalation and Dispute Resolution). 1.11 The 7.14. ILKLEY IT SERVICES reserves the right to pass on to Customers on a cost-plus basis (adding 10%) any charges levied by the Service Provider to which it is exposed as a result of the Customer and/or its Users' and/or Additional Users’ actions. 7.15. Payment Methods available are defined on the Customer Control Panel, website and invoices, ILKLEY IT SERVICES reserve the right to dictate the method of payment when it deems necessary. By entering any credit or debit details onto the Customer Control Panel, you have agreed to allow ILKLEY IT SERVICES to collect the respective amounts invoiced on due date without requiring prior notice until the amount owed are cleared. 7.16. ILKLEY IT SERVICES reserves the right to carry out a credit check prior or after the Customer’s acceptance of this agreement and may request copies of two utility bills from the declared business address. Subsequent to any credit check ILKLEY IT SERVICES reserves the right to request a deposit or 3rd party guarantee, to be specified at that time, from the Customer as a condition of providing or continuing Service. Any deposit shall render be held by ILKLEY IT SERVICES for a period of twelve (12) months (or until the Agreement is otherwise terminated) when it shall be returned in full or credited against an invoice at ILKLEY IT SERVICES’s sole discretion. Any deposit does not relieve the customer of the responsibility for the prompt payment of invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing)relevant Clauses contained herein.

Charges. 1.1 17.1 The Service Provider's pricing Charges shall not be subject to or contingent upon any due diligence to be performed after as specified in the Effective Date orrelevant Order. 17.2 In respect of professional services, if earliertransition services and exit services (unless otherwise stated in the Order), the relevant Service Commencement DateCharges exclude the cost of: (a) hotel, except subsistence, travelling and any other ancillary expenses reasonably incurred by a Consultant; and (b) any consumables used in respect the supply of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is Services to be paid directly by the Customer, such pass-through expense which Nettitude shall not be subject to any mark-up and the Service Provider shall provide invoice the Customer for in accordance with the original third party invoice together with a statement that relevant Order. In terms of expenses, the Parties may agree an Expenses Day Rate, which shall be specified in the relevant Order and cover the expenses referred to in this Clause 17.2. Except for the Expenses Day Rate, all expenses, materials and consumables shall be invoiced by Nettitude at cost plus an administration charge of five percent (5%). 17.3 All Charges are proper in Pounds Sterling and valid and should exclusive of VAT or any other applicable tax or duty, which must be paid by the CustomerCustomer in addition at the rate and in the manner prevailing at the relevant tax point. 1.3 In consideration for the provision of the Services the Customer shall pay 17.4 The Charges may be subject to the Service Provider all undisputed Charges within forty-five (45) days of receipt of a correctly rendered invoice. 1.4 In the event of late payment, the Service Provider reserves the right to charge interest on amounts overdue at a rate of two percent (2%) above the annual base rate of the Bank of England from time to time. 1.5 Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision of the Services under this Agreement. 1.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and are incurred change in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreementrelevant Service Specific Terms or Special Terms. 1.8 The Customer shall have the right 17.5 Without prejudice to deduct from amounts owed by Nettitude's rights under Clause 17.4, provided that Nettitude provides the Customer with no less than thirty (30) days' prior written notice of its intention to do so, Nettitude shall be entitled to increase the Service Provider amounts that relevant Charges on any day after expiry of the Service Provider is obliged to pay to or credit to Initial Services Term (the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 "Increase Date"). If the Customer disputes elects not to accept such increase, the Customer may terminate the relevant Order at the end of the Initial Services Term on no less than thirty (30) days' written notice. 17.6 If an Order (or part thereof) is terminated in accordance with the terms of the Order, or if delivery and/or access cannot be provided or Services are suspended as a result of a failure by the Customer, Nettitude shall be entitled (in addition to any other rights it may have) to be paid on a quantum meruit basis for any work completed by it, or for that part of an invoicethe Services performed. Nettitude may invoice the Customer accordingly and such monies shall be immediately due for payment. 17.7 Where at the request of the Customer any work to provide the Services is done at any time which is not during the Hours of Support for that particular Service, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and unless otherwise agreed the Customer shall pay a charge for such undisputed Charges in accordance with clause 22.3. The Service Provider work calculated at Netttiude’s then current standard hourly rate, which shall also re-issue a separate invoice for be advised to and approved by the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of Customer prior to such dispute in accordance with clause 49 (Dispute Resolution)works being carried out. 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 The Service Provider's pricing shall not be subject to or contingent upon any due diligence to be performed after the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 4.1. In consideration for the provision of the Services access to the Customer internet, Network, Services, NS, Terminal Equipment and any other services supplied by the Service Provider to the Subscriber, the Subscriber shall pay affect payment to the Service Provider for the applicable charges, as detailed on the first page of this Agreement and whether or not the Network or Services have been, or are being utilized by the Subscriber. 4.2. The Service Provider may at its sole discretion, by written notice to the Subscriber, vary future monthly charges, either in whole or in part, with effect from the date specified in such notice. 4.3. Unless otherwise agreed to by the Service Provider in writing, the Subscriber shall affect payment to the Service Provider: 4.3.1. for the supply and delivery of Terminal Equipment and installation on presentation of an invoice and against such delivery 4.3.2. of monthly service charges monthly in advance and of all undisputed Charges other charges, monthly in arrears, in either event in full, by the 7th (seventh) day of the month of invoice date, unless agreed otherwise in writing. 4.4. Notwithstanding the provisions of clause 4.3, the Service Provider may at any time, on reasonable written notice to the Subscriber, vary its invoicing and payment procedures and requirements. All payments due to the Service Provider shall be made by the Subscriber by EFT (Electronic Funds Transfer) or direct debit should this have been agreed to in writing. 4.5. The Service Provider shall send a monthly statement to the Subscriber at the e-mail address supplied by the Subscriber on the first page of this Agreement. It shall be the duty of the Subscriber to check the statement to ensure that the contents thereof are correct. Unless a query is raised in respect of the contents of the statement within forty-five 7 (45seven) days from the date thereof, the contents of the statement shall be deemed to be correct. 4.6. Any migration from one package option to another shall, for the duration of this Agreement, be subject to the Service Provider’s approval in writing in its sole discretion and the Service Provider shall be entitled to levy fees for migrations, which shall be paid by the Subscriber on receipt of a correctly rendered invoicean invoice and payment prior to any migration. 1.4 4.7. The Service Provider reserves the right to charge a cancellation penalty. 4.8. The Service Provider reserves its right to cap off-net (internet) and on-net (Service Provider to Service Provider) traffic as per its capping limits applicable from time to time. In the event of late paymentthe Subscriber’s account being capped, the Service Provider reserves the right to charge interest on amounts overdue at a rate of two percent the Subscriber for every gigabyte (2%or part thereof) utilized over and above the annual base rate of the Bank of England from time to time. 1.5 Except as otherwise agreed cap limit, which amount shall be payable by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision of the Services under this Agreement. 1.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and are incurred in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes Subscriber on notice to the Service Provider. 1.10 If the Customer disputes a part receipt of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution). 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 6.1 The Service Provider's pricing shall not be subject to or contingent upon any due diligence to be performed after the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 In consideration for the provision of the Services the Customer User shall pay to the Service Provider all undisputed Charges within forty-five (45) days Company in respect of receipt of a correctly rendered invoice. 1.4 In services provided under this Agreement the event of late payment, the Service Provider reserves the right to charge interest on amounts overdue at a rate of two percent (2%) above the annual base rate of the Bank of England from time to time. 1.5 Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable the Relevant Charging Statement. The Company may vary such charges at any time by giving at least 40 days’ written notice to the provision of the Services under this Agreement. 1.6 The Service Provider shall only User. Such charges and any variations are and will be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and are incurred calculated in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Relevant Charging Statement. The charges to which this Clause 6.1 refers shall be deemed to include: 6.1.1 charges (Use of System Charges) for the following services provided by the Company to the User under this Agreement, that is to say: (i) the provision of Use of Distribution System, (ii) the provision of MPAS, (iii) (where applicable) the provision of basic metering services, (iv) the provision of data transfer services, and (v) (where applicable) the provision of last resort supply payments (all pursuant to the Company’s obligations under, respectively, Condition 4D, Condition 14, Condition 36, Condition 36A, and Condition 48 of the Electricity Distribution Licence); and 6.1.2 charges for certain services ancillary to those for which Use of System Charges are levied and which are provided by the Company to the User pursuant to any of: (A) the BSC and the CUSC, (B) the Master Registration Agreement, or (C) a provision of this Agreement. 1.8 The Customer shall have 6.2 On any occasion upon which the right to deduct from amounts owed charges payable by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer User under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges this Agreement have not been calculated strictly in accordance with clause 22.3the provisions of the Relevant Charging Statement, an appropriate adjustment shall be made by the Company and submitted to the User. Where: (A) the adjustment discloses an overcharge, the Company shall repay to the User the amount by which the User has been overcharged together with interest thereon from the due date of the invoice containing the overcharge until the date of repayment. Such interest shall accrue from day to day at the base lending rate during such period of Barclays Bank plc, compounded annually; or (B) the adjustment discloses an undercharge, the User shall pay to the Company the amount by which the User has been undercharged together with interest thereon from the due date of the invoice which should have included the amount of the undercharge until the date of payment. Such interest shall accrue from day to day at the base lending rate during such period of Barclays Bank plc, compounded annually. 6.3 The Service Provider Company shall also reinvoice Use of System Charges (but excluding any Transactional Charges) by reference to Settlement Class using aggregated data obtained from the Supercustomer DUoS Report except in relation to those Metering Points registered to the User under the Master Registration Agreement where: 6.3.1 the electricity imported via an Exit Point or exported via an Entry Point is measured by Half-issue a separate invoice Hourly Metering Equipment (as defined in Annex X-1 of the Balancing and Settlement Code) or by an Equivalent Meter for the disputed purposes of Settlement; and/or 6.3.2 the Use of System Charge is not comprised solely of one or more standing charge(s) and/or one or more Unit Rate(s); and/or 6.3.3 the Use of System Charge is specified in the Relevant Charging Statement as not being billed by Settlement Class; or 6.3.4 Use of System Charges are to be determined as a result of an Extra-Settlement Determination. 6.4 All charges payable by the User pursuant to this Clause 6 and Clauses 7, 8 and 8A: 6.4.1 are exclusive of Value Added Tax and the Company may add to such amounts and the User shall pay Value Added Tax (with if any) at the original invoice date). rate applicable thereto from time to time and Value Added Tax shall be payable at the same time and in the same manner as the amounts to which it relates; and 6.4.2 shall be without prejudice to any claims or rights which the User may have against the Company and except as expressly permitted by Schedule 4 below shall be made without any set-off or deduction in respect of any claims or disputes or otherwise. 6.5 The Parties User shall diligently pursue an expedited resolution of such dispute provide and maintain Cover in accordance with clause 49 (Dispute Resolution)the provisions of Schedule 1. 1.11 6.6 The Service Provider Company may charge the User Use of System Charges calculated by reference to electricity discovered or reasonably and properly assessed to have been supplied to a Customer or exported via the Distribution System by a Generator while a Customer of the User but not recorded at the time of supply or import (as the case may be) (for whatever reason) by the metering equipment installed pursuant to Clause 12.1. At any time when the Company charges the User Use of System Charges under this Clause 6.6, it shall render invoices in accordance with paragraph 3 explain to the User the calculation of Schedule 10 (Pricebook, Charges those charges and Invoicing)the basis of that calculation.

Charges. 1.1 The Service Provider's pricing shall not be subject to or contingent upon any due diligence to be performed after 7.1 For the Effective Date orperformance of Maintenance Services, if earlier, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 In consideration for the provision of the Services the Customer shall pay to the Service Provider Supplier the Standard Maintenance Fees. 7.2 For the performance of any Additional Services, the Customer shall pay to the Supplier the Additional Services Fees. 7.3 The Standard Maintenance Fees and the Additional Services Fees shall be inclusive of all undisputed Charges expenses, other than those recoverable in accordance with clause 4.1, and the Supplier shall be responsible for all costs and expenses incurred in providing the Maintenance Services (other than those recoverable in accordance with clause 4.1). 7.4 The Standard Maintenance Fees shall be due and payable in full to the Supplier monthly in advance on the day in each month set out in the Order or such other date as the Supplier shall require from time to time. Any Additional Services Fees shall be due and payable within forty-five (45) 7 days of receipt of a correctly rendered invoicevalid invoice from the Supplier. Any charges for spare parts recoverable in accordance with clause 4.1 shall be due within 7 days of receipt of a valid invoice from the Supplier. 1.4 In 7.5 If the event of late Customer fails to make any payment due to the Supplier pursuant to these terms by the due date for payment, then, without limiting the Service Provider reserves Supplier's remedies under clause 11, the right to charge Customer shall pay interest on amounts the overdue amount at a the rate of two percent (2%) 4% per annum above the annual base rate of the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 1.5 Except as otherwise agreed 7.6 If the Customer fails to make any payment due to the Seller under the Contract by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision of the Services under this Agreement. 1.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and are incurred in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation fordue date, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer Supplier shall have the right to deduct from amounts owed suspend the provision of the Maintenance Services or Additional Services, without notice to the Customer. Thereafter, the Supplier will be under no obligation to lift the suspension until all payments due to it (whether due for payment or not) have been paid in full and, at the discretion of the Supplier, a deposit against future payment has been paid by the Customer to be held by the Service Provider amounts that Supplier for the Service Provider is obliged to pay to remainder of the Term. 7.7 All Charges are exclusive of VAT or credit any other applicable sales tax, which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law. 7.8 The Supplier may, at any time after the Initial Term, increase the Standard Maintenance Fees and the Additional Services Rates by giving to the Customer under the Agreementnot less than 5 days written notice. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution). 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 The Service Provider5.1 In consideration of Supplier’s provision of the Deliverables in accordance with the provisions of this Agreement, Customer shall pay the Charges in accordance with this Clause 5 and the relevant Purchase Order. Unless otherwise expressly set out in the relevant Purchase Order, the obligation to pay the Charges shall constitute Customer’s entire payment liability to Supplier for the performance of Supplier's pricing obligations and the Charges are inclusive of all costs and expenses directly or indirectly incurred by Supplier in connection with its performance of the Deliverables. 5.2 Supplier shall submit invoices in accordance with the payment arrangements detailed in the Purchase Order. Each invoice must be submitted electronically in accordance with the requirements of Customer as notified to Supplier from time to time and shall specify the appropriate Customer purchase order number and contact and shall contain any additional information provided for in this Agreement. Supplier shall not be subject entitled to or contingent upon any due diligence to be performed after the Effective Date or, if earlier, the relevant Service Commencement Date, except invoice Customer in respect of lnflight Projects and/or New Servicesany Charges if more than six (6) calendar months have expired since delivery and acceptance of the relevant Deliverables. 1.2 In the event the Parties agree that a. particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the 5.3 Charges are proper payable within thirty (30) days of Customer’s receipt of Supplier's properly submitted invoice and valid are inclusive of all taxes, charges, duties and should be paid by the Customer. 1.3 In consideration for the provision of the Services the levies except any applicable VAT which Customer shall pay in addition to the Service Provider all undisputed Charges within forty-five (45) days of at the rate and in the manner prescribed by Applicable Law from time to time subject to receipt of a correctly rendered valid VAT invoice. Customer may, without limiting its other rights or remedies, set off any amount owed to it by Supplier under this Agreement against any amount payable by Customer to Supplier under this Agreement or otherwise, unless such sum is the subject of a dispute. 1.4 In the event of late payment, the Service Provider reserves the right 5.4 Supplier shall be entitled to charge simple interest on amounts undisputed overdue sums at a the rate of two percent (2%) per annum above the annual base lending rate for the time being of the Bank of England England, from time to time. 1.5 Except as otherwise agreed by the Parties in writingdate on which the overdue sum became due, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision until it is paid. The parties agree that this Clause 5.4 is a substantial remedy for late payment of the Services any sum payable under this Agreement. 1.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and are incurred Agreement in accordance with the version section 8(2) of the Customer's expenses policy notified to the Service Provider from time to timeLate Payment of Commercial Debts (Interest) Act 1998. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution). 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 7.1. The Service Provider's pricing Customer shall not pay to ACS BUSINESS the Charges for the Services provided to the Customer. Such Charges shall be subject invoiced in advance for rentals and arrears for usage charges the manner set out in this Agreement. 7.2. All Charges payable by the Customer shall be payable to or contingent upon ACS BUSINESS in British Pounds Sterling within a maximum thirty (30) days of the date of the ACS BUSINESS invoice. 7.3. The Charges are exclusive of all applicable taxes, including VAT, sales taxes and duties of levies imposed by any due diligence to be performed after the Effective Date orauthority, government department, all of which, if earlierany, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is to shall be assumed and paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid promptly when due by the Customer. 1.3 In consideration 7.4. If the Customer fails to make any payment due to ACS BUSINESS under the Agreement and/or any Services Agreement by the due date for payment (and such late or non-payment is not the provision subject of a bonafied dispute in accordance with clause 7.4), then without prejudice to any other rights and remedies of ACS BUSINESS: 7.4.1. ACS BUSINESS may upon not less than 7 days’ prior written notice to the Customer suspend the performance of the Service(s) to which the unpaid (or partly unpaid) invoice(s) relate and shall be under no obligation to provide any or all of such Services while the invoice(s) concerned remain unpaid, provided that notwithstanding any suspension of the Services by ACS BUSINESS, ACS BUSINESS may continue to incur expenses and/or charges of Service Providers (including, without limit, rental charges) which shall be payable by the Customer; and 7.4.2. ACS BUSINESS may charge the Customer shall pay to the Service Provider all undisputed Charges within forty-five (45) days of receipt of a correctly rendered invoice. 1.4 In the event of late payment, the Service Provider reserves the right to charge interest on amounts the overdue amount at a the rate of two percent (2%) 8% per annum above the annual base rate of the Bank of England base rate, as permitted by the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall accrue on a daily basis from time the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest immediately on demand by ACS BUSINESS. This clause shall not apply to timepayments that the Customer contests in good faith. 1.5 Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision of the Services under this Agreement. 1.6 The Service Provider shall only be entitled to invoice 7.4.3. ACS BUSINESS may charge the Customer a fixed sum for its expenses if .such expenses have been approved in writing in advance and are incurred the cost of recovering a late commercial payment, in accordance with the version Late Payment of Commercial Debts (Interest) Act 1998. The amount that can be charged depends on the Customer's expenses policy notified amount of debt and can only be charged once for each payment: For debts up to the Service Provider £999.99, a charge of £40 may be applied. For debts from time £1,000 to time£9,999.99, a charge of £70 may be applied. For debts of £10,000 or more, a charge of £100 may be applied. 1.7 The Service Provider shall maintain complete and accurate records of7.4.4. As a supplier, and supporting documentation for, ACS BUSINESS may also claim reasonable costs incurred each time it attempts to recover the amounts billable to and payments made by debt. These provisions are set forth in the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions Late Payment of the AgreementCommercial Debts (Interest) Act 1998. 1.8 The Customer shall have 7.5. In the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges event that the Customer acting reasonably and in good faith disputes on notice to an invoice or any part thereof raised by ACS BUSINESS then provided that it notifies ACS BUSINESS in writing of the Service Provider. 1.10 If the Customer disputes a same as soon as is reasonably practicable and pays such part of an invoice, any invoice which is not the Service Provider shall resubject of the bona-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such fide dispute in accordance with clause 49 7.1, then the provisions of 7.4.1 and 7.4.2 shall not apply to such disputed payment, unless and until it is subsequently determined that either the whole or part of the payment which is the subject of the bona fide dispute should have been payable to ACS BUSINESS by the original due date. 7.6. For the avoidance of doubt, all Charges due to ACS BUSINESS under the Agreement shall be paid in full by the Customer by the due date for payment notwithstanding that the Customer may not have received payment from its User(s) and any dispute between the Customer and its Users regarding billing, the provision of services or otherwise shall be the sole responsibility of the Customer. 7.7. Any fraud or other improper use of the Services committed by the Customer or its User(s) shall not relieve the Customer of its payment obligations to ACS BUSINESS under the Agreement. 7.8. ACS BUSINESS will consider billing queries from the Customer only if such queries are made in writing within thirty (30) days of the date of the applicable ACS BUSINESS invoice in respect of charges in connection with the use of the Services. In the absence of any queries from the Customer pursuant to this clause, the Customer is deemed to have accepted the applicable ACS BUSINESS invoice. 7.9. A Credit Note shall not be payable unless the Customer requests it within sixty (60) days from the date of the service affecting event. 7.10. ACS BUSINESS may at any time or times, with prior written notice to the Customer, set off any liability against amounts due by ACS BUSINESS to the Customer. Any exercise by ACS BUSINESS of its rights under this clause shall be without prejudice to any other rights or remedies available to it under this Agreement or otherwise. 7.11. All charges and rebates shall be calculated by reference to data recorded or logged by ACS BUSINESS and not to data recorded or logged by the Customer (save in the case of demonstrable error). 7.12. ACS BUSINESS will regularly review the Charges in consultation with the Customer. If ACS BUSINESS’s costs of providing the Services increase as a result of any changes in legislation or regulations applying to the performance of the Services or increased taxation or increases in the charges of any relevant Service Provider, ACS BUSINESS may increase the Charges to reasonably reflect the increase in the cost of providing the Service(s) by giving not less than thirty (30) days’ prior written notice to the Customer, such notice to identify the amount of the increase in the Charges. 7.13. If the Customer disputes any portion of an invoice based upon usage of the Services, ACS BUSINESS records of such usage shall be presumed to be accurate unless determined otherwise by an independent expert appointed in accordance with clause 20 (Escalation and Dispute Resolution). 1.11 The 7.14. ACS BUSINESS reserves the right to pass on to Customers on a cost-plus basis (adding 10%) any charges levied by the Service Provider to which it is exposed as a result of the Customer and/or its Users' and/or Additional Users’ actions. 7.15. Payment Methods available are defined on the website and invoices, ACS BUSINESS reserve the right to dictate the method of payment when it deems necessary. By entering any credit or debit details onto the Customer Control Panel, you have agreed to allow ACS BUSINESS to collect the respective amounts invoiced on due date without requiring prior notice until the amount owed are cleared. 7.16. ACS BUSINESS reserves the right to carry out a credit check prior or after the Customer’s acceptance of this agreement and may request copies of two utility bills from the declared business address. Subsequent to any credit check ACS BUSINESS reserves the right to request a deposit or 3rd party guarantee, to be specified at that time, from the Customer as a condition of providing or continuing Service. Any deposit shall render be held by ACS BUSINESS for a period of twelve (12) months (or until the Agreement is otherwise terminated) when it shall be returned in full or credited against an invoice at ACS BUSINESS’s sole discretion. Any deposit does not relieve the customer of the responsibility for the prompt payment of invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing)relevant Clauses contained herein.

Charges. 1.1 The Service Provider's pricing shall not be subject to or contingent upon any due diligence to be performed after the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 In consideration for the provision of the Services (excluding for this purpose any Optional Services), the Customer shall pay to the Service Provider all undisputed Charges within forty-five (45) days of receipt of a correctly rendered invoice. 1.4 In the event of late payment, the Service Provider reserves the right to charge interest on amounts overdue at a rate of two percent (2%) above the annual base rate of the Bank of England from time to time. 1.5 Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Part 2 of Schedule 10 2. These Charges shall be applicable to the provision of the Services under this Agreement. 1.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved paid annually as agreed in writing Schedule 2 in advance and are incurred in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that Supplier within 14 days of the Service Provider is obliged date of the Supplier's invoice. Additional functionality and system changes and/or additional users connected to pay to or credit the system may result in additional support charges which will be agreed with the Customer at the time of authorisation of the work. These charges will be invoiced to the Customer and shall be paid to the Supplier within 14 days of the date of the Supplier’s invoice. Charges for any Optional Services and Additional Services to the Customer shall be agreed in writing before performance or supply by the Supplier, and shall be charged and invoiced to the Customer by the Supplier (and paid by the Customer within 14 days of the date of the Supplier’s invoice) following acceptance by the Supplier of the Customer's written order for such Optional Service or Additional Service (as the case may be). The Customer shall pay within 14 days of the date of the Supplier’s invoice all costs (at the Supplier's then prevailing rates) and expenses incurred by the Supplier for work carried out by the Supplier in connection with any fault which is not covered by this agreement. The Customer shall reimburse within 14 days of the date of the Supplier’s invoice any travel or subsistence expenses incurred by the Supplier where such expenses are incurred wholly and exclusively for the purpose of providing on-site support as part of the Services, provided that any request for reimbursement is in the form of a proper invoice accompanied by appropriate receipts. If the Customer fails to pay any amount payable by it under this agreement, the Supplier may charge the Customer interest on the overdue amount, payable by the Customer immediately on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4% a year above the base rate for the time being of HSBC plc. Such interest shall accrue on a daily basis and be compounded quarterly. The Supplier may claim interest under the Agreement. 1.9 Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debts Regulations 2002. All amounts payable under this agreement shall be exclusive of VAT or relevant local sales tax (if any) which shall be paid at the rate and in the manner for the time being prescribed by law. The Supplier may increase the Charges as from each anniversary of the date of this agreement. Any increase shall be notified to the Customer at least one month before such anniversary. Any percentage increase shall not exceed more than 2% more than the Retail Price Index published by the Office for National Statistics or its successor from time to time for the Contract Year (or the nearest publication dates to the commencement and expiry dates of the relevant Contract Year, spanning a 12 month period) and each subsequent Contract Year. The Customer may not withhold payment of particular charges that any sum by reason of any set-off of any claim or dispute with the Customer reasonably and in good faith disputes on notice Supplier whether relating to the Service Providerquality or performance of the Services or otherwise. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution). 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 The Service Provider's pricing shall not be subject to or contingent upon any due diligence to be performed after the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 7.1 In consideration for the provision of the Services Services, the Customer Client shall pay the Charges. 7.2 bethebrand intends to invoice the Service Provider Client: (i) for the Consultancy Charges in accordance with the relevant Statement of Work; and (ii) for the bethebrand SaaS Fees quarterly in advance. bethebrand reserves the right to invoice at other times as it deems appropriate. 7.3 When the number of Concurrent Users in the previous quarter exceeded the Permitted Number, bethebrand will notify the Client in writing of the revised Charges applicable for the following, and subsequent, quarters based on the increase in the Permitted Number. . bethebrand will not prevent Users that exceed the Permitted Number from accessing or using the bethebrand System, nor will bethebrand charge the Client retrospectively for exceeding the Permitted Number. 7.4 On each anniversary of the Acceptance Date, bethebrand shall be entitled to increase the Charges in respect of the bethebrand System in accordance with the corresponding increase in the UK Retail Prices Index since the last time such Charges were increased. 7.5 The Client shall pay bethebrand all undisputed Charges amounts due in accordance with payment terms set out in the Statement(s) of Work or otherwise within forty-five (45) 30 days of receipt of a correctly rendered invoicethe invoice (the “Due Date”). 1.4 In the event 7.6 All payments made or to be made under this Agreement shall be made in full, without any deduction, withholding, set-off or counterclaim on account of late payment, the Service Provider any taxes or otherwise. 7.7 bethebrand reserves the right to charge the Client interest on amounts overdue any payment not made by the Due Date. Interest will be calculated on a daily basis, both before and after any judgement, at a the rate of two percent (2%) 4 per cent per annum above the annual base rate of the Bank of England from time to timetime of Xxxxxxx’x Bank plc, for the period from the Due Date until the date on which it is actually paid, compounded quarterly and payable on demand. 1.5 Except as otherwise agreed 7.8 In the event of a bona fide dispute regarding any invoice or other request for payment, the Client shall immediately notify bethebrand in writing and the parties shall attempt promptly and in good faith to resolve any dispute regarding amounts owed. The Client shall pay all undisputed amounts on the Due Date. 7.9 All Charges are exclusive of any applicable value added tax (or any successor tax) and any other applicable tax of any nature whatsoever, which will be added and shall be payable by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision of the Services under this Agreement. 1.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and are incurred Client in accordance with the version of the Customer's expenses policy notified to the Service Provider law applicable from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part time against receipt of an appropriate invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution). 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 The Service ProviderS A M P L E a) In consideration for provision of the Services, the Customer agrees that it shall pay to the Bank all fees, costs, charges, interest and expenses in connection with the Services. These will be the Bank's pricing shall not standard fees and charges as set out in the Tariff of Charges unless the Bank separately agrees different fees and charges with the Customer. Unless otherwise stated, all amounts payable pursuant to this Agreement are exclusive of value added, sales, use, goods and services, business, stamp or any similar taxes or duties that may be subject applicable. All such taxes or duties will be applied in accordance with applicable legislation and the Bank will issue valid invoices or other documents in connection with such taxes or duties as appropriate. Payment of all amounts due pursuant to this Agreement will be made clear and free of any deduction or contingent upon any due diligence withholding for or on account of tax, set-off, counterclaim or other charges so the Bank receives such amounts in full. If a deduction or withholding for or on account of tax is required to be performed made by law, the payment shall be increased to an amount which after making any deduction or withholding leaves an amount equal to the payment which would have been made if no withholding or deduction had been required. The Customer shall make any payment required in connection with such tax deduction or withholding within the time allowed by law and if so requested by the Bank, promptly provide evidence in such form as the Bank may reasonably request to the Bank that such payment has been made. b) The Customer agrees and confirms that the Bank may amend the Tariff of Charges by: i) posting a copy of such amendments (or new version) on the Bank’s website; or ii) sending a copy of the proposed amendment (or new version) to the Customer by regular mail or email, and that such amendments to (or new version) of the Tariff of Charges shall become effective on the date falling 30 days after the Effective Date orsending or posting, if earlieras the case may be, of the relevant Service Commencement Datenotice of the amendments or new version, except in respect of lnflight Projects and/or New Servicesas the case may be. 1.2 In c) The Customer agrees and confirms that the event the Parties agree that a. particular pass-through expense Bank is not required to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with any other notice of (or seek any additional consent from the original third party invoice together with a statement Customer) to amendments or new versions of such Tariff of Charges. d) The Customer hereby agrees and confirms that the Charges are proper Bank may, but is not obliged to, deduct any fees, costs, charges, interest and valid and should be paid expenses payable by the Customer. 1.3 In consideration for Customer from any account held with the provision of Bank. If the Services Customer fails to pay any amount due under this Agreement when such amount falls due, the Customer shall pay to the Service Provider all undisputed Charges within forty-five (45) days of receipt of a correctly rendered invoice. 1.4 In Bank interest and charges on such overdue amounts at the event of late payment, the Service Provider reserves the right to charge interest on amounts overdue at a rate of two percent (2%) above the annual base rate of the Bank of England from time to timedetermines (acting reasonably) unless otherwise agreed. 1.5 Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision of the Services under this Agreement. 1.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and are incurred in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution). 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 The Service Provider's pricing shall not be subject to or contingent upon any due diligence to be performed after 8.1 For the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 In consideration for the provision performance of the Services Services, the Customer shall pay to Avoira the Service Provider all undisputed Charges Standard Maintenance Fees. 8.2 For the performance of any Additional Services, the Customer shall pay to Avoira the Additional Services Fees. 8.3 The Customer shall reimburse any reasonable expenses incurred by Avoira where such expenses are incurred wholly and exclusively for the purpose of providing on-site support as part of the Services, provided that any request for reimbursement is in the form of a proper invoice accompanied by appropriate receipts. 8.4 The Standard Maintenance Fees shall be due and payable in full to Avoira annually in advance, within forty-five (45) 30 days of receipt of a correctly rendered invoicevalid invoice fromAvoira. 1.4 In 8.5 Any Additional Services Fees shall be due and payable monthly, within 30 days of receipt of a valid invoice from Avoira. Any charges for spare parts recoverable in accordance with clause 5.1 shall be due within 30 days of receipt of a valid invoice from Avoira. 8.6 If the event of late Customer fails to make any payment due to Avoira under this agreement by the due date for payment, then, without limiting Avoira’s remedies under clause 13, the Service Provider reserves the right to charge Customer shall pay interest on amounts the overdue amount at a the rate of two percent (2%) 5% per annum above the annual base rate of the Bank of England England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 1.5 Except as otherwise agreed 8.7 If the Customer fails to make any payment due to Avoira under this agreement by the Parties in writingdue date for payment and the sum is not validly disputed by the Customer, no rates or charges other than those set out in clauses 22.3then, 22.4 and Schedule 10 without limiting Avoira’s remedies under clause 13, Avoira shall be applicable to the provision of the Services under this Agreement. 1.6 The Service Provider shall only be entitled to invoice suspend the Services and any other services provided under this Agreement until the outstanding sums are paid in full. 8.8 All Charges are exclusive of VAT or any other applicable sales tax, which shall be paid by the Customer at the rate and in the manner for its expenses if .such expenses have been approved the time being prescribed by law. 8.9 All amounts due under this agreement shall be paid by the Customer to Avoira in writing in advance and are incurred in accordance with full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 8.10 Avoira may, at any time after the version first anniversary of the Customer's expenses policy notified Commencement Date, increase the Standard Maintenance Fees and the Additional Services Rates by giving to the Service Provider Customer not less than three months written notice, in the following circumstances: a. a percentage equal to the percentage increase in the Retail Prices Index published by the Office for National Statistics (or its successor from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges period from the Commencement Date (in the case of the first increase) or the date on which the immediately preceding increase came into effect pursuant to this clause (in the case of the second or any subsequent increase) up to the date of this notice; or b. an increase of manufacturer’s costs, software assurance, costs in obtaining specialist support services from manufacturers and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution software providers, licences, taxes, currency fluctuations or unexpected cost of such dispute in accordance with clause 49 (Dispute Resolution)doing business. 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 22.1 The Service Provider's ’s pricing shall not be subject to or contingent upon any due diligence to be performed after the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Services. 1.2 22.2 In the event the Parties agree that a. a particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any markxxxx-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 22.3 In consideration for the provision of the Services the Customer shall pay to the Service Provider all undisputed Charges within forty-five (45) days of receipt of from the date on which it receives a correctly rendered invoice. 1.4 22.4 In the event of late payment, payment the Service Provider reserves the right to charge interest on amounts overdue at a rate of two percent per cent (2%) above the annual base rate of the Bank of England from time to time. 1.5 22.5 Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.3 and 22.4 and Schedule 10 shall be applicable to the provision of the Services under this Agreement. 1.6 22.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such such expenses have been approved in writing in advance and are incurred in accordance with the version of the Customer's ’s expenses policy notified to the Service Provider from time to time. 1.7 22.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 22.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 22.9 The Customer may withhold payment of particular charges Charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 22.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with the clause 49 (Dispute Resolution). 1.11 22.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Charging & Invoicing). 22.12 The Service Provider shall issue a consolidated report on the last day of each month comprising details of the invoices for that month.

Charges. 1.1 On submission of the Order the Customer acknowledges that it will become liable for: • the Standard Connection Charge for any Services s pecified on the Order which shall be invoiced once Excess Construction Charges are confirmed (prior to delivery), • any Excess Construction Costs for a Service as specified on the Order which shall be invoiced once the costs are confirmed (prior to delivery), • the regular Rental Charge for a Service as specified on the Order that shall be invoiced in advance, 3 months Rental Charge is invoiced on order unless otherwise agreed, • any variable Charges related to a Service as specified on the Order that shall be invoiced in arrears, On acceptance of the Order the Supplier acknowledges that it will become liable for the payment of any Service Credits as specified in the Service Level Agreement for each Service. The Service Provider's pricing shall not Customer will be subject charged for any site visits required to or contingent upon any due diligence to be performed after the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect enforce parts of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense this Agreement Where a fault is to be paid directly reported by the Customer, such pass-through expense shall not be subject to any mark-up Customer and the Service Provider shall provide is not at fault then the Supplier will charge all reasonable costs related of the incident to the Customer. If the Customer with wishes to dispute an invoice this must be done in writing as soon as is reasonably possible after receipt of the original third party invoice together with a statement that and in any event within 21 days of the Charges are proper and valid and should be paid by due date of the Customer. 1.3 In consideration invoice providing their reasons for the provision of the Services the Customer shall pay to the Service Provider all undisputed Charges within forty-five (45) days of receipt of a correctly rendered invoice. 1.4 In the event of late payment, the Service Provider dispute. The Supplier reserves the right to charge interest on amounts overdue reasonably amend its Charges at a rate of two percent (2%) above the annual base rate of the Bank of England from any time to time. 1.5 Except as otherwise agreed by reflect changes in the Parties in writing, no rates legislative or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision of the Services under this Agreement. 1.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and are incurred in accordance with the version of the Customer's expenses policy notified regulatory environment applying to the Service Provider from time including any changes to time. 1.7 the published OpenReach prices. The Service Provider shall maintain complete and accurate records ofSupplier may, and supporting documentation foronce any Minimum Period has expired, change the amounts billable to and payments made by Rental Charges for any Service. The Supplier will give the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions four weeks written notice of the Agreementchange. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution). 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 The Service Provider's pricing shall not be subject to or contingent upon any due diligence to be performed after the Effective Date or, if earlier, or the relevant Service Commencement Restatement Date, except in respect of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. a particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 In consideration for the provision of the Services the Customer shall pay to the Service Provider all undisputed Charges within forty-five (45) days of receipt of from the date on which it receives a correctly rendered invoice. 1.4 In the event of late payment, payment the Service Provider reserves the right to charge interest on amounts overdue at a rate of two percent per cent (2%) above the annual base rate of the Bank of England from time to time. 1.5 Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.3 and 22.4 and Schedule 10 shall be applicable to the provision of the Services under this Agreement. 1.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such such expenses have been approved in writing in advance and are incurred in accordance with the version of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges Charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with the clause 49 (Dispute Resolution). 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Charging & Invoicing). 1.12 The Service Provider shall issue a consolidated report on the last day of each month comprising details of the invoices for that month.

Charges. 1.1 The Service Provider's pricing 4.1 For the performance of the Services, the customer shall not be subject pay to or contingent upon any due diligence to be performed after CircoSense Ltd the Effective Date orCharges, if earlierany, in accordance with the relevant Service Commencement Date, except customer ’s chosen Maintenance Plan. 4.2 All call-outs out-with annual service intervals will be deemed chargeable unless fault is covered within warranty or maintenance terms (see clauses 3 and 6). 4.3 If extra (non-standard) preparatory works are required as part of an installation or maintenance (i.e asbestos containment/removal) then arrangements for removal of such should be organised by you and any resulting charges in respect of lnflight Projects and/or New Servicesthis will be payable directly by you. 1.2 In the event the Parties agree that a. particular pass-through expense is 4.4 All Maintenance Fees and other charges shall be due and payable in full to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 In consideration for the provision of the Services the Customer shall pay to the Service Provider all undisputed Charges CircoSense Ltd within forty-five (45) 30 days of receipt of a correctly rendered invoicevalid invoice from CircoSense Ltd. 4.5 The maintenance plan will automatically renew for 12 months on the expiry date of the initial or extended term(s) unless notice of cancellation has been given to CircoSense, in writing, at least 30 days prior to the renewal date and out with the minimum contracted term. 1.4 4.6 In relation to clause 4.4 the event of late maintenance plan charges may increase upon each renewal in keeping with RPI and other market/operating conditions. 4.7 If the Customer fails to make payment(s) due to CircoSense Ltd under this Agreement by the due date for payment, then, without limiting CircoSense Ltd ’s remedies under this Agreement, the Service Provider reserves the right to charge Customer shall pay interest on amounts the overdue amount at a the rate of two percent (2%) 5% per annum above the annual base rate of the Bank of England 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. 1.5 Except as otherwise agreed 4.8 All Charges are exclusive of VAT or any other applicable Procurements tax, which shall be paid by the Parties Customer at the rate and in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision of manner for the Services under this Agreementtime being prescribed by law. 1.6 4.9 The Service Provider Customer shall only not be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and set off or reduce payments by any amounts which it claims are incurred in accordance with the version of the Customer's expenses policy notified owed to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made it by the Customer CircoSense Ltd under this Agreement or the Terms and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions Conditions of the AgreementProcurement. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution). 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 22.1 The Service Provider's ’s pricing shall not be subject to or contingent upon any due diligence to be performed after the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect of lnflight Inflight Projects and/or New Services. 1.2 22.2 In the event the Parties agree that a. a particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any markxxxx-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 22.3 In consideration for the provision of the Services the Customer shall pay to the Service Provider all undisputed Charges within forty-five (45) [***] days of receipt of a correctly rendered invoice. 1.4 22.4 In the event of late payment, the Service Provider reserves the right to charge interest on amounts overdue at a rate of two percent (2%) above the annual base rate of the Bank of England from time to time. 1.5 22.5 Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision of the Services under this Agreement. 1.6 22.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such such expenses have been approved in writing in advance and are incurred in accordance with the version of the Customer's ’s expenses policy notified to the Service Provider from time to time. 1.7 22.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 22.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 22.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 22.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution). 1.11 22.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 5.1. The Service Provider's pricing Company shall not be subject submit invoices to or contingent upon any due diligence to be performed after the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with for the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 In consideration for total (weekly/monthly) charges (as appropriate) shown in part 1 of this Agreement monthly in arrears of the provision of the Services by the Company or as otherwise agreed. The Company shall submit invoices or credit notes for extra cover or Services not provided in arrears. 5.2. The Customer shall pay each invoice submitted by the Company: 5.2.1. within 14 days of the date of the invoice; and 5.2.2. in full and in cleared funds to a bank account nominated in writing by the Customer or by cheque sent to the Service Provider all undisputed Charges within forty-five (45) days Company’s address stated on the invoice, and 5.2.3. time for payment shall be of receipt the essence of a correctly rendered invoicethe Contract. 1.4 In 5.3. All shift hours and any other services or equipment of any kind supplied over and above the event agreement will be mutually agreed in writing and will be invoiced at the agreed charge rate on a weekly/monthly basis. 5.4. The Customer shall not be entitled to make any deductions from or to exercise any right of late payment, set off or counterclaim against the Service Provider reserves charges due to the right Company unless written Agreement from the Company has been obtained. 5.5. The Company shall be entitled (without prejudice to any of its other rights) to charge interest on amounts any amount overdue at a the statutory interest rate provided for under the Late Payment of two percent Commercial Debts (2%interest) above Act 1998 (or any re-enactment thereof)from the annual base rate due date of the Bank of England from time to timeinvoice . 1.5 Except 5.6. All bank and statutory holiday dates as otherwise agreed defined by ‘xxx.xx’ for England are charged at double time (i.e. 2 x the Parties in writingregular rate). In addition, no rates double time will be charged on 25 December, 26 December, 01 January and Easter Sunday. 5.7. If at any time or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable times the cost to the provision Company of providing any of the Services under this Agreement. 1.6 The Service Provider increases, the Company may, at any time after it has performed the Services for four months, increase the charges for the Services (in proportion to the increase costs) as determined by the Company and which determination shall only be entitled to invoice binding on the Customer for its expenses if .such expenses have been approved by giving not less than one month’s notice in writing in advance and are incurred in accordance with specifying the version of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges increased costs and the Customer shall thereafter pay such undisputed Charges in accordance with clause 22.3increased charges. The Service Provider Customer shall also re-issue a separate invoice for be entitled to terminate this Agreement within seven days of his receipt of the disputed Charges (with Company’s notice by giving not less than one month’s notice in writing to the original invoice date). The Parties shall diligently pursue an expedited resolution Company but without prejudice to any rights of such dispute in accordance with clause 49 (Dispute Resolution)either party already accrued hereunder at the time of termination. 1.11 The Service Provider 5.8. In the event that the Customer requires any increase in personnel or other resource or such increase as recommended by the Company, then either party shall render invoices give to the other reasonable notice in accordance with paragraph 3 writing signed by a duly authorised officer specifying details of Schedule 10 (Pricebookthe increased service required. Subject to the Customer and the Company reaching Agreement as to the increase in the charges payable to the Customer and to the Company agreeing to provide the increased Services, Charges and Invoicing)the Company shall supply the additional Services as soon as reasonably practicable where upon they shall become part of the Services.

Charges. 1.1 The Service Provider's pricing shall not be subject to or contingent upon any due diligence to be performed after 6.1 In consideration for the Effective Date or, if earlierperformance of the Services in accordance with the terms of the Assignment Contract, the relevant Service Commencement Date, except Customer shall pay the Charges in respect of lnflight Projects and/or New Servicesaccordance with the invoicing procedure and payment profile specified in the Services Order. 1.2 6.2 In the event and to the Parties agree extent that a. particular pass-through expense is to be paid directly the Services Order specifies that the Customer will reimburse any expenses incurred by the CustomerContractor in carrying out the Services, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer shall reimburse any such expenses which are reasonably and properly incurred by the Contractor in accordance with the original third party invoice together with a statement that Schedule of Prices and Rates. 6.3 Payment shall be made in cleared funds within thirty (30) days of receipt and agreement of invoices by the Charges are proper and valid and should be paid by Customer (at its nominated address for invoices) for work completed to the satisfaction of the Customer. 1.3 In consideration for 6.4 Each invoice shall contain all appropriate references including the provision relevant order number and a detailed breakdown of the Services and shall be supported by any other documentation required by the Customer Contract Manager to substantiate the invoice. 6.5 Tax, where applicable, shall be shown separately on all invoices as a strictly net charge. 6.6 In the event that the Contractor, in accordance with the terms of the Assignment Contract, enters into a supply contract or a sub-contract in connection with the Assignment Contract, the Contractor shall ensure that a term is included in the supply contract or sub-contract which requires the Contractor to pay all sums due there under to the Service Provider all undisputed Charges supplier or sub-contractor within forty-five a specified period, not to exceed thirty (4530) days days, from the date of receipt of a correctly rendered invoicevalid invoice as defined by the terms of the supply contract or sub-contract (as appropriate). 1.4 In 6.7 If any sum of money shall be due from the event of late paymentContractor, the Service Provider reserves same may be deducted from any sum then due or which at any time thereafter may become due to the right to charge interest on amounts overdue at a rate of two percent (2%) above Contractor under the annual base rate Assignment Contract or any other agreement with the Customer or with any department, office or agency of the Bank of England from time to timeCrown. 1.5 Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 6.8 Interest shall be applicable to the provision of the Services payable on any late payments under this Agreement. 1.6 The Service Provider shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and are incurred Assignment Contract in accordance with the version Late Payment of Commercial Debts (Interest) Act 1998. 6.9 The Customer may reduce payment in respect of the Services which the Contractor has either failed to provide or has provided inadequately, without prejudice to any other rights or remedies of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution). 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 The Service Provider's pricing shall not be subject to or contingent upon 7.1 In consideration of the Services (excluding for this purpose any due diligence to be performed after the Effective Date or, if earlierOptional Services), the relevant Service Commencement Date, except Customer shall pay the Charges in respect of lnflight Projects and/or New Servicesthe amounts and in accordance with the payment terms set out in the Schedule. 1.2 In the event the Parties agree that a. particular pass-through expense is 7.2 Charges for any Optional Service shall be agreed in writing prior to performance or supply by 2iC, and shall be paid directly by the Customer, such pass-through expense shall not be subject charged and invoiced to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper by 2iC (and valid and should be paid by the Customer) following acceptance by 2iC of the Customer's written order for such Optional Service (as the case may be). 1.3 In consideration for the provision of the Services the 7.3 The Customer shall pay all costs (at 2iC's then prevailing rates) and reasonable expenses incurred by 2iC for work carried out by 2iC in connection with any fault which is not covered by this agreement. 7.4 If the Customer fails to pay any amount payable by it under this agreement, 2iC shall be entitled, but not obliged, to charge the Customer interest on the overdue amount, payable by the Customer forthwith on demand, from the due date up to the Service Provider all undisputed Charges within forty-five (45) days date of receipt of a correctly rendered invoice. 1.4 In the event of late actual payment, after as well as before judgment, at the Service Provider rate of 8% per annum above the base rate for the time being of NatWest Bank. Such interest shall accrue on a daily basis and be compounded quarterly. 2iC reserves the right to charge claim interest on amounts overdue at a rate under the Late Payment of two percent Commercial Debts (2%Interest) above the annual base rate of the Bank of England from time to timeAct 1998. 1.5 Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 7.5 All amounts payable under this agreement shall be applicable exclusive of value added tax (if any) which shall be paid at the rate and in the manner for the time being prescribed by law. 7.6 Charges for any New Version or Optional Service supplied by 2iC to the provision of the Services under this Agreement. 1.6 The Service Provider Customer shall only be entitled to invoice the Customer for its expenses if .such expenses have been approved in writing in advance and are incurred determined in accordance with 2iC's then-current price list and agreed in writing prior to performance or supply by 2iC, and shall be charged and invoiced to the version Customer by 2iC (and paid by the Customer) following acceptance by 2iC of the Customer's expenses policy written order for such New Version or such Optional Service (as the case may be). 7.7 2iC shall be entitled to increase the Charges as from each anniversary of the Commencement Date. Any such increase shall be notified to the Service Provider from time to timeCustomer at least three months prior. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) for the undisputed Charges and the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges (with the original invoice date). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution). 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).

Charges. 1.1 The Service Provider's pricing shall not be subject to or contingent upon any due diligence to be performed after the Effective Date or, if earlier, the relevant Service Commencement Date, except in respect of lnflight Projects and/or New Services. 1.2 In the event the Parties agree that a. particular pass-through expense is to be paid directly by the Customer, such pass-through expense shall not be subject to any mark-up and the Service Provider shall provide the Customer with the original third party invoice together with a statement that the Charges are proper and valid and should be paid by the Customer. 1.3 6.1 In consideration for of the provision of the Services Services, the Customer Client shall pay the amounts set out in the relevant Statement of Work. 6.2 Save as otherwise agreed, Charges shall be payable in arrears thirty (30) days after the date of the Supplier’s invoice. All Charges payable under this Agreement shall be exclusive of value added tax. Time for payment of invoices shall be of the essence. 6.3 For any Charges calculated by reference to daily rates, the Client shall approve any accurate timesheets submitted by the Supplier on a weekly basis and forward these promptly to the Service Provider Supplier at the end of each calendar month and in any event no later than the third working day of the next calendar month, for Services provided in the immediately preceding month, to enable calculation and invoicing of the relevant Charges. 6.4 Reasonable and identified expenses incurred by the Supplier shall be recoverable as set out in a Statement of Work or otherwise with the Client’s prior written consent (not to be unreasonably withheld). Any expenses shall be reimbursed at cost provided that the Supplier will charge VAT on the net amount of expenses where required. Supplier shall provide receipts will be required for all undisputed Charges expenses, where available. 6.5 If Supplier has not received payment within forty-five (455) days of receipt of a correctly rendered invoice. 1.4 In after the event of late paymentdue date, the Service Provider reserves the right and without prejudice to charge interest on amounts overdue at a rate of two percent (2%) above the annual base rate any other rights and remedies of the Bank Supplier, then: 6.5.1 the Supplier shall be under no obligation to provide any or all of England the Services (or the Software, if applicable) while the invoice(s) concerned remain unpaid and Supplier shall be entitled to suspend delivery of Services or use of Software that have/has not been paid for; and 6.5.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate from time to time. 1.5 Except as otherwise agreed by the Parties in writing, no rates or charges other than those set out in clauses 22.3, 22.4 and Schedule 10 shall be applicable to the provision time of the Services under this Agreement. 1.6 The Service Provider shall only be entitled Royal Bank of Scotland plc, such interest to invoice accrue on a daily basis from the Customer last due date for its expenses if .such expenses have been approved in writing in advance and are incurred in accordance with payment until the version of the Customer's expenses policy notified to the Service Provider from time to time. 1.7 The Service Provider shall maintain complete and accurate records of, and supporting documentation for, the amounts billable to and payments made by the Customer under this Agreement and the Service Provider shall provide the Customer with documentation and other information with respect to each invoice as may be reasonably requested by the Customer to verify accuracy and compliance with date payment is actually made. It is agreed that the provisions of the Agreement. 1.8 The Customer shall have the right to deduct from amounts owed by the Customer to the Service Provider amounts that the Service Provider is obliged to pay to or credit to the Customer under the Agreement. 1.9 The Customer may withhold payment of particular charges that the Customer reasonably and in good faith disputes on notice to the Service Provider. 1.10 If the Customer disputes this clause constitute a part of an invoice, the Service Provider shall re-issue an invoice (with the original invoice date) substantial remedy for the undisputed Charges and purposes of section 9(1) of the Customer shall pay such undisputed Charges in accordance with clause 22.3. The Service Provider shall also re-issue a separate invoice for the disputed Charges Late Payment of Commercial Debts (with the original invoice dateInterest). The Parties shall diligently pursue an expedited resolution of such dispute in accordance with clause 49 (Dispute Resolution). 1.11 The Service Provider shall render invoices in accordance with paragraph 3 of Schedule 10 (Pricebook, Charges and Invoicing).