Common use of Charges Clause in Contracts

Charges. 5.1.1 The Charges for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.

Charges. 5.1.1 The Charges for the Ordered IT Products Solutions (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR SERVICE PROVIDER any monies towards the management charge which is payable by the CONTRACTOR SERVICE PROVIDER to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTORSERVICE PROVIDER’s provision of the Ordered IT Products Solutions as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTORSERVICE PROVIDER. To the extent that any Ordered IT Product Solution under this Contract are interdependent on any other Ordered IT Product(sSolution(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product Solution until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR SERVICE PROVIDER shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR SERVICE PROVIDER shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTORSERVICE PROVIDER’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR SERVICE PROVIDER under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR SERVICE PROVIDER to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.)

Charges. 5.1.1 Charges The Charges for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 . In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 . The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 . The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 . The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 . Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 . The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 . The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 . If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount. Euro In the event that the United Kingdom joins the Economic and Monetary Union (and provided always that the exchange rate for conversion between Sterling and the Euro has been fixed), the CUSTOMER shall at any time thereafter upon three (3) months notice to the CONTRACTOR, be entitled to require the CONTRACTOR at no additional charge to convert the Charges from Sterling into Euros (in accordance with EC Regulation number 1103/97). The CONTRACTOR shall thereafter submit valid invoices denominated in Euros. Charges Variation The Charges may only be varied in accordance with the provisions of the Charges Variation Procedure.

Charges. 5.1.1 The Charges for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998Xxx 0000. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.

Charges. 5.1.1 The Charges for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-35.1. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTOR’s provision performance of the Ordered IT Products as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement Services in accordance with the terms of the Framework Agreementthis Contract, the CONTRACTOR Authority shall immediately reduce pay the Charges set out in the Price Schedule. 5.2. Unless otherwise stated in the Price Schedule, payment will be made within 30 days of receipt and agreement of invoices, submitted monthly in arrears for such IT Products (where such IT Products form part work under a Services Scope completed to the satisfaction of the Ordered IT Products) Authority. For the avoidance of doubt, all costs and expenses for services performed by the Contractor and not agreed to by the Authority will be borne by the Contractor and not included in any invoice. The sums due under this Contract may be calculated on either a fixed price basis or a time and materials basis and the provisions of Clauses 5.3 and 5.4 will apply. 5.3. Where the parties have agreed in the Price Schedule that the Services will be provided on a fixed price basis, then the fixed price shall be paid according to the schedule of payments as detailed in the Price Schedule which may relate to the achievement of specific predefined milestones, dates or acceptance and shall be inclusive of all Contractor costs. 5.4. Where the parties have agreed in the Price Schedule that the Services will be provided on a time and materials basis then: 5.4.1. the Services shall be provided in accordance with the rate card set out in the Price Schedule; 5.4.2. the Parties shall agree an original estimate which shall include but not be limited to a resource profile, a fixed date to start and to complete and a set of deliverables, further details of which shall be agreed by the same Parties in the Price Schedule (“Original Estimate”); 5.4.3. the Contractor shall attach to each invoice records of the time spent and materially used in providing the Services, together with all supporting documentation including but not limited to any relevant timesheets, receipts (if applicable), a list of Services to which the invoice relates and a reference to the Contract and Price Schedule details, as well as any other information as reasonably requested by the Authority from time to time; and 5.4.4. the Contractor must notify the Authority as soon as it becomes apparent that the cost to complete the Services is likely to be in excess of the Original Estimate, and shall only proceed with and be paid for work in excess of the Original Estimate with the prior written consent of the Authority. 5.5. Payment by the Authority shall be without prejudice to any Clauses or rights which the Authority may have against the Contractor and shall not constitute any admission by the Authority as to the performance of the Contractor of its obligations hereunder. 5.6. Value Added Tax, where applicable, will be shown separately on all invoices as a strictly net extra charge. All other taxes, imposts and expenses will be borne by the Contractor and must not be included in any invoice. 5.7. The Contractor will submit invoices to the Authority denominated in Sterling, save where otherwise agreed. 5.8. If the Authority, acting in good faith, has a dispute in respect of any invoice, the Authority shall be entitled to withhold payment of the disputed amount, provided that it has notified the Contractor of the disputed amount and the nature of the dispute prior to the due date for payment of the invoice, and has paid any undisputed portion of the invoice to the Contractor. The parties will negotiate in good faith to resolve the dispute, and, failing resolution within five working days after receipt by the Contractor of the Authority‟s notification, the dispute will be referred to dispute resolution in accordance with Clause 39. 5.9. In the event that the United Kingdom joins the Euro Monetary Union (and conversion between Sterling and Euro has been fixed), the Authority may, at any time thereafter, be entitled to require the Contractor at no additional charge to the Authority to convert the charges relating to the Services from Sterling into Euros (in accordance with EC Regulation 1103/97). 5.10. Payments which are not received by the Contractor when due will be considered overdue and remain payable by the Authority together with interest for late payment from the date payable both at the rate of 2% per annum above the base rate for the time being of the Bank of England. This interest will accrue daily and be payable on demand.

Charges. 5.1.1 The Charges for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.five

Charges. 5.1.1 The Charges for the Ordered IT Products (including any delivery charges) Goods and Ordered Services are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTOR’s supply of the Ordered Goods and provision of the Ordered IT Products Services as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card (GPC) as a means of payment for the Ordered IT Products Goods and Ordered Services where such card GPC is agreed with the CUSTOMER to be a suitable means of payment. . 5.1.8 The CONTRACTOR shall be solely liable to pay any merchant fee levied for using accept payment electronically via the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMERBanks Automated Clearing Service (BACS). 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.

Charges. 5.1.1 The 5.1. Unless otherwise agreed in writing, all Charges for the Ordered IT Products (including any delivery charges) and Additional Charges are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and You in accordance with the terms clause 5.2 below within thirty (30) days of receipt of Our invoice and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds full without any deduction or withholding other than as required by law and You shall not be entitled to assert any credit, set-off, claim or counterclaim against Us in order to justify withholding payment of any such amount in whole or in part. 5.2. All Charges for the CONTRACTOR to Systems are payable annually in advance on the relevant authority not less than five Billing Date stated in Part A clause 6 (5Charges) Working Days and then upon each anniversary of such date. In the event that the System Install Date falls before the date upon which Billing Date the System Install Date will replace the Billing Date in this clause 5.2, clause 9.1, and clause 5.2 under the Professional Services - Schedule 3. 5.3. All Charges and Additional Charges are subject to VAT and/or any other applicable sales tax (if applicable) and, unless otherwise stated, all Charges stated in this Agreement are exclusive of any sales tax or other liability is payable by the CUSTOMERVAT. 5.1.6 Interest shall be 5.4. If You fail to pay any amount payable under this Agreement on the due date for payment then We may claim interest on any late payments of such sums due to Us (both before and after judgement) at the Charges statutory interest rate defined on the xxx.xx website or, if lower, at the maximum rate permitted under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 19981998 and Late Payment of Commercial Debts Regulations 2002 and 2013. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS5.5. Except where there is a valid dispute where an amount is billed in error, We reserve the right to apply fees as detailed in Part A clause 6 if any part of this clause 5 should come into effect subject to the following conditions: 5.5.1. a Late Payment Fee per terms in clause 5.4may be charged at the point an invoice becomes overdue; 5.5.2. an Administration Fee may be charged if an invoice becomes un-reasonably overdue and we have to suspend access to Your Systems; and/or 5.5.3. a Default Fee will be charged to cover the cost of removing the Systems from Your Equipment and revoke Your access to the Systems should the below clause 5.6 come into effect. 5.1.8 The CONTRACTOR shall accept 5.6. We reserve the Government Procurement Card right to seek to reclaim any outstanding balance through normal Debt recovery practises, Court action or third-party services. Any and all costs incurred as a means result of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable Your failure to pay any merchant fee levied for using will be added to Your debt. Any breach under clause 5 will not constitute a dispute as defined in clause 19 and We will not be limited to the Government Procurement Card terms of dispute resolution detailed in clause 19 and shall not We will be entitled to recover pursue, but not limited to, our rights under this charge clause 5.6. 5.7. We shall be entitled, under prior notice, to vary the Charges with effect from each anniversary of the date of this Agreement up to a maximum of five percent (5%) or the Retail Price Index (all items) published by the Office for National Statistics (or any successor body or government department or agency), whichever is higher. 5.8. Notice to alter the Charges defined in Part A clause 6 will be given by Us to You no less than sixty (60) days prior to each anniversary of the date of this Agreement whence the new Charges would come into effect. Upon the anniversary of this Agreement, should Notice have been served on You as per clause 5.7 and no notice to terminate is received, We shall assume Your acceptance and the new Charges schedule under this Agreement shall come into effect. 5.9. If either Party desires to modify a statement of work or a change in the Services required under Part A clause 6, the requesting Party will submit a written request to the other proposing change(s). Either Party may develop a Change Request that includes: (i) an analysis of the impact of the proposed modification on the Services including functionality, if applicable; (ii) an estimate of the impact on the estimated schedule for the proposed resulting from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue proposed Change Request; (including the Catalogueiii) which is provided under the Framework Agreement in accordance with the terms an estimate of the Framework Agreementadditional cost, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part if any, of the Ordered IT Productsproposed modification; and (iv) under this Contract an evaluation of the technical feasibility of the proposed change. We will inform You of the effect on Charges and/or schedule that will result from changes requested by either party that affect the scope or duration of the Services. Neither party will be bound by any change requested until such change has been accepted in writing by the same amountother Party.

Charges. 5.1.1 5.1 Save as otherwise stated in this Agreement, the Charges shall be invoiced monthly in advance. Early Termination Charges (where applicable) shall be invoiced on the date of termination of the relevant Service(s) and Charges for non-recurring Services shall be invoiced on an ad hoc basis as and when such Services are provided. Except where otherwise expressly stated in this Agreement, the Reseller shall pay to the Supplier the Charges within thirty (30) days of the date of the Supplier’s invoice. 5.2 Without prejudice to any other right or remedy that the Supplier may have, where the Reseller has failed to pay Charges in accordance with this clause 5 and such Charges remain unpaid for a period of 7 (seven) days after the Reseller has received a written notice from the Supplier demanding payment, such notice expressly referring to the consequences of failing to remedy the failure, the Supplier may (at its option): 5.2.1 suspend the Services related to the non-payment until payment has been made in full (and for the avoidance of doubt, such suspension shall be at no cost or penalty to the Supplier); and/or 5.2.2 require reasonable payment assurances including pre- payment of Charges, guarantees or letters of credit as a condition of the Supplier continuing to supply the Services. 5.3 The Supplier shall be entitled to increase the Charges for each Service in its absolute discretion at the end of the Initial Term or any Extended Term. Subject always to clause 5.4 during the Initial Term or any Extended Term, the Supplier shall be entitled to increase the Charges for each Service once in each twelve (12) month period beginning on the first anniversary of the Commencement Date for that Service by an amount reflecting the Retail Price Index (RPI) published for the month of the anniversary of the Commencement Date. 5.4 In addition, the Charges for each Service may be increased on reasonable notice to the Reseller at any time throughout the Term by an amount to reflect material increases in: 5.4.1 the charges payable by the Supplier to any Third Party Services Provider in respect of any relevant Third Party Services, where the Supplier was unaware of the details of such increases as at the respective Commencement Date; and 5.4.2 other Supplier costs which are outside the Supplier’s direct control, including: (i) currency exchange rate fluctuations; (ii) increased energy costs; or (iii) general overhead costs where the percentage annual increase in the Retail Prices Index published by the Office for National Statistics (or any replacement of the same) materially exceeds the Index Rate. 5.5 In the event that the Supplier’s agreement with any Third Party Services Provider is varied or terminated at the request of the Third Party Services Provider such that the Supplier is no longer able to provide all or any part of the Third Party Services, the Supplier shall use its reasonable endeavours to promptly put in place alternative arrangements for the supply of the relevant parts of the Services which minimise any adverse impact (including any increase in the Charges) to the Reseller. If, notwithstanding such endeavours, the Supplier’s costs of providing the Services to the Reseller increase as a result of such alternative arrangements, the Supplier shall be entitled to increase the relevant Charges for the Ordered IT Products affected Services to reflect this increase; 5.6 Save as otherwise expressly provided in this Agreement or required by law, all payments to be made by the Reseller to the Supplier under this Agreement shall be made in full and without any set-off or any deduction or withholding including on account of any counter- claim. 5.7 If the Reseller, on bona fide grounds, disputes any part of an amount invoiced by the Supplier, the Reseller shall promptly and in any event within fifteen (including any delivery charges15) are set out days of the date of the relevant invoice notify the Supplier of that dispute giving full details of the nature of the dispute and the amount that it claims should have been invoiced and: 5.7.1 the Reseller shall pay, if not already paid, that part of the invoice which is not disputed in Schedule 2-3. The CUSTOMER accordance with this clause 5; 5.7.2 the Parties shall negotiate in good faith to resolve the dispute, but if a resolution cannot be liable reached within fourteen (14) days of the Reseller giving notice under this clause 5.7, clause 20 shall apply to the dispute; 5.7.3 the Supplier shall provide all such information and evidence as may be reasonably necessary to verify the disputed sum; and 5.7.4 within seven (7) days following resolution of the dispute, the Reseller shall pay to the CONTRACTOR any monies towards Supplier that part of the management charge which disputed sum (if any) as it is resolved is payable by the CONTRACTOR to Reseller or, as applicable, the AUTHORITY under Supplier shall reimburse the Framework AgreementReseller any part of the disputed sum already paid by the Reseller that it is resolved was not payable by the Reseller. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and 5.7.5 Any invoice which is not disputed in accordance with this clause 5.7 shall be deemed to be fully accepted by the terms Reseller together with each invoice that preceded it, whether or not any such preceding invoice includes any amount reimbursed as a consequence of a dispute in the most recent invoice. Where and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then an invoice is not either: (unless agreed otherwise in i) paid by the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges date in accordance with clause 5.1; or (ii) disputed in accordance with clause 5.7, the provisions of Schedule 2-4. All such invoices Supplier shall be payable by entitled to charge interest on a daily basis at the CUSTOMER within twenty eight (28) Days rate of 4% above the base rate of HSBC Bank Plc from the due date for payment until the date of issue receipt by the Supplier of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and payment in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, cleared funds (including any accrued interest, penalties ) whether before or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time after Judgement in respect of the CONTRACTORoverdue amount. 5.8 The Charges quoted by the Supplier exclude value added tax and any other applicable taxes, which shall be added at the prevailing rate where applicable and paid by the Reseller following delivery of a VAT invoice. 5.9 Where the Reseller has defaulted in payment of any Charges, or in the Supplier’s failure reasonable opinion the credit-worthiness of the Reseller has materially deteriorated, the Supplier may upon notice require the Reseller to account for or to pay provide the Supplier with such security as the Supplier may reasonably require and amend the payment terms as reasonably required. The Supplier may hold any Value Added Tax relating to payments made security until the Reseller has paid all sums due to the CONTRACTOR Supplier under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax Agreement and any Service Schedule or other liability is payable by the CUSTOMEROrder. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.

Charges. 5.1.1 The 5.1 Subject to clause 2.3, the Customer shall pay to the Supplier the Licence Fee. 5.2 In consideration of the Services, the Customer shall pay the Charges for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-2 and (if applicable) Schedule 3. The CUSTOMER These Charges shall not be liable to pay paid either: 5.2.1 monthly in advance by the Customer to the CONTRACTOR Supplier on or around the 5th day of each month; or 5.2.2 annually in advance by the Customer to the Supplier on or around the last day of the calendar month in which each anniversary of the Installation Date falls. 5.3 Charges for any monies towards Upgrade to the management charge 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) following acceptance by the Supplier of the Customer's written order for such Upgrade. 5.4 The Customer shall pay all costs (at the Supplier's then prevailing rates) and reasonable expenses incurred by the Supplier for work carried out by the Supplier in connection with any fault which is payable not covered by this agreement. 5.5 The Customer shall reimburse any Expenses incurred by the CONTRACTOR 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. 5.6 If the Customer fails to make any payment due to the AUTHORITY Supplier under this agreement by the Framework Agreementdue date for payment, then, without limiting the Supplier's remedies under clause 16, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank'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. 5.1.2 In consideration 5.7 If the Customer disputes any invoice in good faith, the Customer will notify the Supplier in writing within 14 days of receipt of such invoice, providing the CONTRACTOR’s provision of reasons for such dispute. Failing which, the Ordered IT Products as set out in the Order Customer will raise no objection to any such invoice and will make full payment in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product it. 5.8 All amounts payable under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment agreement shall be due in respect exclusive of VAT or relevant local sales tax (if any) or any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices relevant local sales taxes which shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges paid at the rate and in the manner for the time being prescribed by law from time to timelaw. 5.1.5 5.9 The CONTRACTOR shall continuously indemnify Supplier may increase the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any Charges upon giving no less than 1 months’ notice. 5.10 All amounts due under this Clause 5.1.5 agreement shall be paid in cleared funds by the CONTRACTOR Customer to the relevant authority not less Supplier in full without any set-off, counterclaim, deduction or withholding (other than five (5) Working Days before the date upon which the any deduction or withholding of tax or other liability is payable as required by the CUSTOMERlaw). 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.

Charges. 5.1.1 4.1 The Charges CSU shall be entitled to invoice the Customer for the Ordered IT Products (including any delivery charges) are Charges at the times or intervals or upon the milestones set out in Schedule 2-3. The CUSTOMER shall the Specific Terms or, if not be liable to pay to otherwise stated in the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products Specific Terms, as set out in the Order and in accordance with the terms and conditions of this ContractClause 4.5 or 4.6, the CUSTOMER as applicable, 4.2 The Customer shall pay the Charges all invoices to the CONTRACTOR. To the extent that CSU (without any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profilededuction or set-off) no payment shall be due in respect of any to such Ordered IT Product until they are all agreed to be ready for service following passing bank account of the applicable Acceptance ProceduresCSU notified to the Customer in writing from time to time and within such period as is set out in Clause 4.5 or 4.6, as applicable. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 4.3 The Charges are exclusive of Value Added Tax. value added tax, which shall be added to the CSU's invoice(s) at the appropriate rate. 4.4 The CUSTOMER CSU shall pay the Value Added Tax on be entitled to increase the Charges at from the rate and in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect start of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this second Contract Year and annually thereafter in accordance with the mechanism set out in the Specific Terms and shall notify the Customer in writing of the applicable revised Charges. 4.5 The CSU shall invoice the Customer for 1/12th of the total of the annual Charges on the 1st Business Day of each calendar month. Each invoice is due and payable 15 days after the invoice date. If the CSU has not received payment within 5 Business Days after the due date, then without prejudice to any other rights and remedies of the CSU: 4.5.1 the CSU shall be entitled to suspend provision of any or all of the Services while the invoice(s) concerned remain unpaid; and/or 4.5.2 the CSU may claim interest under the Late Payment of Commercial Debts (Interest) Act 19981998 from the due date for payment, accruing on a daily basis until the date on which payment is made in full. 5.1.7 4.6 The CONTRACTOR CSU shall accept invoice the Customer for 1/12th of the total of the Charges on the 1st Business Day of each calendar month. Each invoice is due and payable 30 days after the invoice date. If the CSU has not received payment electronically via BACS.within 5 Business Days after the due date, then without prejudice to any other rights and remedies of the CSU: 5.1.8 The CONTRACTOR 4.6.1 the CSU shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge suspend provision of any or all of the Services while the invoice(s) concerned remain unpaid; and/or 4.6.2 the CSU may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 from the CUSTOMERdue date for payment, accruing on a daily basis until the date on which payment is made in full. 5.1.9 If at any time during 4.7 Time for payment shall be the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms essence of the Framework this Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.

Charges. 5.1.1 The Charges for ‌ 6.1 Subject to Clause 6.4, the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER Broadcaster shall not be liable to pay to SSSL the CONTRACTOR any monies towards the management charge which sum of £30 for each Viewing Card supplied under Clause 3. 1. Where a Viewing Card is payable by the CONTRACTOR proven to be faulty due to an inherent defect or damage prior to delivery to the AUTHORITY under Broadcaster, it will be replaced free of charge provided that the Framework Agreementoriginal Viewing Card is returned to SSSL. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR 6.2 SSSL shall invoice the CUSTOMER for Broadcaster the Charges full cost of the Viewing Cards in accordance with arrears and the provisions of Schedule 2-4. All such Broadcaster shall pay SSSL’s invoices shall be payable by the CUSTOMER in cleared funds within twenty eight thirty (2830) Days days of the date of issue of the invoiceinvoice (the “due date”). 5.1.4 6.3 SSSL shall issue invoices to the email address specified in Annex A. The Charges Broadcaster may change the email address for invoices by service of written notice on SSSL. 6.4 SSSL’s charges, specified in Clause 6.1, are exclusive of Value Added Tax. The CUSTOMER shall pay VAT which shall, where applicable, be paid by the Value Added Tax on the Charges Broadcaster at the prevailing rate and in the manner prescribed by law at the date of invoice. 6.5 No charges shall apply in respect of: 6.5.1 the enabling of PVR Functionality for Viewing Cards that the Broadcaster requests are so enabled in accordance with Clause 3.14; or 6.5.2 entitlements and disentitlements made at the request of the Broadcaster in accordance with Clause 4. 6.6 SSSL shall be entitled, upon service of not less than 3 months’ notice, to vary the charges specified in Clause 6.1 to the then prevailing rates charged by SSSL to broadcasters of comparable television services for the supply of Viewing Cards for distribution to Head- Ends or use in monitoring. 6.7 The Broadcaster shall pay each and every invoice issued to it in relation to the provision of Viewing Cards by way of electronic transfer and in cleared funds by no later than 3pm (GMT) on its due date into such bank account as notified by SSSL to the Broadcaster from time to time. 5.1.5 The CONTRACTOR . For the avoidance of doubt, SSSL shall continuously indemnify the CUSTOMER against not accept payment by any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid means other than electronic transfer in cleared funds by into the CONTRACTOR bank account notified to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMERBroadcaster. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.

Charges. 5.1.1 10.1 The Supplier shall invoice, and the Customer shall pay the Supplier, the Charges for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order in, and in accordance with Schedule 2. Save as otherwise expressly set out in this Agreement: 10.1.1 the terms and conditions Charges are the only sums payable by the Customer for the Supplier’s performance of its obligations under this ContractAgreement; 10.1.2 subject to clause 10.1.3, the CUSTOMER Charges for Products or Services shall be invoiced annually in advance for any Products to be delivered in that year or Services to be provided in that year; 10.1.3 any Charges subject to the meeting of a milestone and/or delivery date or other compliance with this Agreement shall only be charged when the relevant triggering event has occurred; and 10.1.4 the Customer shall pay all invoices which are valid, properly due, and undisputed within 30 calendar days of receipt by the Customer. 10.2 Without prejudice to any other remedies that it may have in this regard, the Supplier will be entitled to recover the amount of any undisputed invoice remaining unpaid after the relevant due date together with interest of four percent (4%) per annum above the base rate of Barclays Bank plc in the UK, calculated on a daily basis and compounded quarterly in arrears, until the recovery is made in full. If invoices are not settled by the Customer in full by the relevant due date then: 10.2.1 the Supplier may suspend provision of the Services until payment is made; and 10.2.2 if the Customer has not paid in all outstanding sums in full within 30 days of receipt of notice of late payment from the Supplier, the Supplier may terminate this Agreement immediately. 10.3 Where the Supplier agrees in writing to provide additional services to the Customer, or where the Customer changes its requirements and the Supplier agrees to accept that change, or where the Supplier incurs additional obligations or time as a consequence of the Customer’s failure to comply with its obligations under this Agreement, the Customer will pay for such additional services, changes, additional obligations or time at the standard rates of the Supplier from time to time in force applicable thereto. 10.4 The Charges and other amounts payable by the Customer pursuant to this clause 10 are exclusive of: 10.4.1 VAT and other tax duties and rates; 10.4.2 bank or currency exchange charges incurred due to payments being made from counties outside of the UK or in currencies other than pounds sterling, 10.5 All Charges in this Agreement are subject to indexation by the increase in the RPI on each anniversary of the Contract Start Date. In addition, at least 45 days prior to the end of the Initial Term or then-current renewal period of the Term, the Supplier may give written notice of a change to the Charges. Such change to the Charges to will automatically take effect upon renewal of the CONTRACTOR. To term. 10.6 Where appropriate, the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise Charges shall include the cost of instruction of the Customer’s personnel in the Payment Profile) no payment shall be due in respect use of any the Products, such Ordered IT Product until they are all agreed instruction to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions requirements of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoicethis Agreement and as specified in an Order or this Agreement. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.

Charges. 5.1.1 Charges The Charges for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 . In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 . The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 . The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 . The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 . Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 Xxx 0000. The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 . The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 . If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount. Euro In the event that the United Kingdom joins the Economic and Monetary Union (and provided always that the exchange rate for conversion between Sterling and the Euro has been fixed), the CUSTOMER shall at any time thereafter upon three (3) months notice to the CONTRACTOR, be entitled to require the CONTRACTOR at no additional charge to convert the Charges from Sterling into Euros (in accordance with EC Regulation number 1103/97). The CONTRACTOR shall thereafter submit valid invoices denominated in Euros. Charges Variation The Charges may only be varied in accordance with the provisions of the Charges Variation Procedure.

Charges. 5.1.1 The Charges 8.1 Except where otherwise expressly stated in the Contract the only payments to be paid by the DFE for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable performance by the CONTRACTOR to the AUTHORITY Contractor of its obligations under the Framework AgreementContract shall be the Charges which shall be inclusive of all costs and expenses incurred by the Contractor in the performance of its obligations. 5.1.2 8.2 In consideration of for the CONTRACTOR’s provision of the Ordered IT Products as set out in Services the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER DFE shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with schedule 3 subject to the provisions receipt of Schedule 2-4. All such correct invoices shall be payable pursuant to clause 8.7 being issued by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoiceContractor. 5.1.4 8.3 Except where otherwise expressly stated in schedule 3 the Contractor shall not be entitled to increase the Charges or any rates identified in schedule 3 throughout the Term. 8.4 The Charges are exclusive of Value Added TaxTax (“VAT”) and all other taxes, duties and levies, but shall be inclusive of all charges, costs and expenses of whatever nature the Contractor incurs in providing the Services, and performing all other obligations of the Contractor, under the Contract (unless expressly stated otherwise in the Contract). The CUSTOMER Contractor should notify the DFE of any direct VAT charges for the delivery of the Contract. The Contractor shall pay identify VAT and other applicable taxes, duties and levies separately on invoices, including identifying the Value Added Tax on elements of the Charges that are subject to VAT at the standard rate or at any other rates and that are zero rated or exempt from VAT. 8.5 Payment of the Charges by the DFE shall be without prejudice to any rights the DFE may have by reason of any Services, or any part thereof, failing to comply with any provision of the Contract and any breach by the Contractor of the Contract shall not be deemed to be accepted or waived by the DFE by reason of such payment. 8.6 The DFE may deduct from or offset against any monies due or becoming due to the Contractor under the Contract (including the Charges) any monies due from the Contractor under the Contract or otherwise under any other agreement or account whatsoever. 8.7 Invoices shall be submitted to xxxxxxxxxx-xxx-x@xxxx.xxx.xxx.xx and/or sent, within 30 days of the end of the relevant invoicing date, to SSCL Accounts Payable Team, Room 6124, Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, XX0 0XX. An invoice is a “Valid Invoice” if it is legible, has been submitted within the relevant time period to the correct address and includes: 8.7.1 the date of the invoice; 8.7.2 Contractor’s full name and address; 8.7.3 Contractor's bank details; 8.7.4 Contract reference number and purchase order number; 8.7.5 the charging period; 8.7.6 a detailed breakdown of the appropriate Charges including deliverables or milestones achieved (if applicable); 8.7.7 days and times worked (if applicable); 8.7.8 Service Credits (if applicable); and 8.7.9 VAT if applicable. 8.8 The DFE shall not pay an invoice which is not a Valid Invoice. 8.9 The DFE intends to pay Valid Invoices within 10 days of receipt. Valid Invoices not paid within 30 days are subject to interest at the rate and in of 2% above the manner prescribed by law base rate from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify time of Barclays Bank. This clause 8.9 is a substantial remedy for late payment of any sum payable under the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the section 8(2) Late Payment of Commercial Debts (Interest) Act 1998Xxx 0000. 5.1.7 8.10 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and DFE shall not be entitled responsible for any delay in payment caused by receipt of invoices which are not Valid Invoices and shall, within 10 Business Days of receipt, return to recover this charge from the CUSTOMERContractor for correction invoices that are not Valid Invoices together with an explanation of the need for correction. 5.1.9 If at any time during 8.11 At the end of the Term the CONTRACTOR reduces its charges for Contractor shall promptly draw-up a final invoice which shall cover all Services provided up to the end of the Term which have not already been invoiced to the DFE. The final invoice shall be submitted not later than 30 days after the end of the Term. 8.12 The DFE shall not be obliged to pay the final invoice until the Contractor has carried out all of the Service. 8.13 The Contractor shall ensure that a term is included in all Sub-Contracts which requires payment to be made of all sums due to Sub-Contractors within 30 days from the receipt of a valid invoice. 8.14 If the DFE disputes any IT Products offered amount specified in a catalogue (including Valid Invoice it shall pay such amount of the Catalogue) invoice as is not in dispute and within 10 Business Days notify the Contractor of the reasons for disputing the invoice. The DFE may withhold the disputed amount pending resolution of the dispute. 8.15 The Parties shall use all reasonable endeavours to resolve any dispute over invoices within 10 Business Days of the dispute being raised, after which is provided under period either Party may refer the Framework Agreement matter for resolution in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amountclause 36.

Charges. 5.1.1 17.1 The Charges for the Ordered IT Products (including any delivery charges) are set out shall be as specified in Schedule 2-3. The CUSTOMER shall not be liable to pay 4 or the relevant Order. 17.2 In respect of Professional services, Implementation Services and Termination Assistance (unless otherwise stated in the Order), the Charges exclude the cost of: (a) hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by a Consultant; and (b) any consumables used in the supply of the Services to the CONTRACTOR any monies towards Customer, which Nettitude shall invoice the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and Customer for in accordance with the relevant Order. In terms and conditions of this Contractexpenses, the CUSTOMER Parties may agree an Expenses Day Rate, which shall pay 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 to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on in Pounds Sterling and exclusive of VAT or any other Ordered IT Product(s)applicable tax or duty, then (unless agreed otherwise in the Payment Profile) no payment shall which must be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable paid by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges Customer in addition at the rate and in the manner prescribed by law from time to timeprevailing at the relevant tax point. 5.1.5 17.4 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure Charges may be subject to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract change in accordance with the Late Payment provisions of Commercial Debts (Interest) Act 1998the relevant Order Form, Service Schedule, or Annex. 5.1.7 The CONTRACTOR 17.5 Without prejudice to Nettitude's rights under Clause 17.4, Nettitude shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from a 15% increase in the CUSTOMERrelevant Charges listed in the Order Form after expiry of the Initial Services Term in case of authomatic renewal. Nettitude shall be entitled to a 4% increase of the relevant Charges listed in the Order Form after expiry of the first 12 month (the "Increase Date") within the Initial Service Term and subsequently shall be entitled to a 4% increase of the relevant Charges at the second anniversary date (24 months) within the Initial service term of 3 years. 5.1.9 17.6 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue an Order (including the Catalogueor part thereof) which is provided under the Framework Agreement terminated in accordance with the terms of the Framework AgreementOrder, or if delivery and/or access cannot be provided or Services are suspended as a result of a failure by the CONTRACTOR Customer, Nettitude shall immediately reduce the Charges be entitled (in addition to any other rights it may have) to be paid on a quantum meruit basis for such IT Products (where such IT Products form any work completed by it, or for that part of the Ordered IT Products) under this Contract 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, unless otherwise agreed the Customer shall pay a charge for such work calculated at Netttiude’s then current standard hourly rate, which shall be advised to and approved by the same amountCustomer prior to such works being carried out.

Charges. 5.1.1 The Charges for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.5.1.5

Charges. 5.1.1 The Charges 4.1. Prices quoted by IDN and accepted by the Customer will be based on Carrier rate schedules and other factors prevalent and applicable at the time of quotation and acceptance. If any such factor subsequently changes before a shipment is tendered to the Carrier, the price will be adjusted accordingly at such time. Prices may be adjusted upwards or downwards. 4.2. All quotations provided by IDN shall be without any obligation on its part. 4.3. If IDN quotes or charges “all-in” or fixed rates, as the case may be, these rates shall be deemed to include all costs which in the normal course of IDN handling the Customer’s order would be for the Ordered IT Products account of IDN. Notwithstanding the use of “all-in” or fixed rates IDN shall not have any liability to the Customer as a Carrier. 4.4. For work of a special or unusual nature, or work requiring a special amount of time or effort, an additional reasonable amount or surcharge may at all times be charged by IDN. 4.5. Except as expressly provided to the contrary, prices quoted by IDN to the Customer (including “all-in” or fixed rates) do not include: 4.5.1. taxes, government duties or levies, insurance premiums, bank guarantee fees, customs fines, storage costs, or other third- party charges; or 4.5.2. any delivery charges) are set out in Schedule 2-3Carrier surcharges arising from loading or unloading goods outside normal working hours or on weekends or holidays or other cause. The CUSTOMER Customer agrees that the Customer will reimburse IDN for any such costs referred to in Clause 4.5.1 and Clause 4.5.2 that it (IDN) and/or the Carrier may incur. 4.6. In the event of loading and/or unloading time being inadequate (regardless of the cause thereof) all costs resulting therefrom shall not be liable to pay borne by the Customer without objections, even when IDN has accepted the xxxx of lading and/or chartered goods from which the additional costs arise. 4.7. If a Carrier provides a discount because of late delivery, IDN will credit the discount to the CONTRACTOR Customer, less any monies towards the management charge which is payable administrative costs incurred by the CONTRACTOR to the AUTHORITY under the Framework AgreementIDN because thereof. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax4.8. The CUSTOMER Customer shall pay the Value Added Tax on the Charges at the bear all risk of exchange rate and in the manner prescribed by law from time to timefluctuations. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.

Charges. 5.1.1 The Charges Supplier shall charge the Customer for the Ordered IT Products (including any delivery charges) are set out Services in Schedule 2-3. accordance with the following: The CUSTOMER Supplier shall not be liable to pay to retain a percentage of the CONTRACTOR any monies towards the management charge which is payable Membership Fees paid by the CONTRACTOR to Visitor through the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products Platform as set out in the Order and in accordance with Order; At the terms and conditions end of this Contractevery calendar month, the CUSTOMER Supplier shall pay report to the Customer the level of Membership Fees received via the Platform for that month; The Supplier shall (i) invoice the Supplier the Charges relative to the CONTRACTOR. To Membership Fees taken during the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then previous calendar month; and (unless agreed otherwise in ii) pay to the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing Customer the Membership Fees less the Charges; within 10 days of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice end of the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4calendar month. All such invoices shall be sums payable by to the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges Supplier under a Contract: are exclusive of Value Added Tax. The CUSTOMER VAT, and the Customer shall in addition pay the Value Added Tax an amount equal to any VAT chargeable on the Charges at the rate those sums on delivery of a VAT invoice; and in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by the CONTRACTOR law). Intellectual property rights In relation to the relevant authority Deliverables: the Supplier and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Customer Materials; the Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy and modify the Deliverables (excluding the Customer Materials) for the purpose of receiving and using the Services and the Deliverables in its business; and the Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 7.1.2 In relation to the Customer Materials, the Customer: and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials; and grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer. Compliance with laws and policies In performing its obligations under the Contract, the Supplier shall comply with: the Applicable Laws; and the Mandatory Policies, provided that the Customer shall give the Supplier not less than five 1 months' notice of any change to such policies. Data protection For the purposes of this clause 9, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR. Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws. The parties have determined that for the purposes of Applicable Data Protection Laws: the Supplier shall process the personal data of Customer Personal Data which shall include personal data of Visitors as processor on behalf of the Customer; the Supplier shall act as controller of the Supplier period Data which shall include the personal data of the Customer; Should the determination in clause 9.3 change, the parties shall use all reasonable endeavours make any changes that are necessary to this clause 9. The Customer consents to, (5and shall procure all required consents, from its personnel, representatives and agents, in respect of) Working Days before the date upon which the tax or other liability is payable all actions taken by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments Supplier in connection with the processing of Supplier Personal Data, provided these are in compliance with the then-current version of the Charges under this Contract in accordance with Supplier's privacy policy available on the Late Payment Website (Privacy Policy). In the event of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with inconsistency or conflict between the terms of the Framework AgreementPrivacy Policy and these Conditions, the CONTRACTOR Privacy Policy will take precedence. Without prejudice to clause 9.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Supplier Personal Data and Customer Personal Data to the Supplier or lawful collection of the same by the Supplier for the duration and purposes of the Contract. Without prejudice to clause 9.2, the Supplier shall, in relation to Customer Personal data: process that Customer Personal Data only on the documented instructions of the Customer, unless the Supplier is required by Applicable Laws to otherwise process that Customer Personal Data (Purpose). Where the Supplier is relying on Applicable Laws as the basis for processing Customer Personal Data, the Supplier shall immediately reduce notify the Charges Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer on important grounds of public interest. The Supplier shall inform the Customer if, in the opinion of the Supplier, the instructions of the Customer infringe Applicable Data Protection Laws; protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which the Customer has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures; ensure that any personnel engaged and authorised by the Supplier to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality; assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data; at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the Contract unless the Supplier is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this clause 9.7.6, Customer Personal Data shall be considered deleted where it is put beyond further use by the Supplier; and maintain records to demonstrate its compliance with this clause 9. The Customer provides its prior, general authorisation for the Supplier to: appoint processors to process the Customer Personal Data, provided that the Supplier: shall ensure that the terms on which it appoints such IT Products processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this clause 9; shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Supplier's reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection. transfer Customer Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where such IT Products form the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer). Either party may, at any time on not less than 30 days' notice, revise this clause 9 (Data protection) by replacing it with any applicable controller to processor standard clauses or similar terms forming part of the Ordered IT Products) under this Contract an applicable certification scheme (which shall apply when replaced by the same amountattachment to these Conditions).

Charges. 5.1.1 The 5.1. Unless otherwise agreed in writing, all Charges for the Ordered IT Products (including any delivery charges) and Additional Charges are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and You in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER clause 5.2 below within twenty eight (28) Days days of the date receipt of issue of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate Our invoice and in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds full without any deduction or withholding other than as required by law and You shall not be entitled to assert any credit, set-off, claim or counterclaim against Us in order to justify withholding payment of any such amount in whole or in part. 5.2. All Charges for the CONTRACTOR to Systems are payable annually in advance on the relevant authority not less than five Billing Date stated in Part A clause 6 (5Charges) Working Days and then upon each anniversary of such date. In the event that the System Install Date falls before the date upon which Billing Date the System Install Date will replace the Billing Date in this clause 5.2, clause 9.1, and clause 5.2 under the Professional Services - Schedule 3. 5.3. All Charges and Additional Charges are subject to VAT and/or any other applicable sales tax (if applicable) and, unless otherwise stated, all Charges stated in this Agreement are exclusive of any sales tax or other liability is payable by the CUSTOMERVAT. 5.1.6 Interest shall be 5.4. If You fail to pay any amount payable under this Agreement on the due date for payment then We may claim interest on any late payments such sums due to Us (both before and after judgement) at the rate of 8% per annum above the Charges base rate from time to time of Barclays Bank plc or, if lower, at the maximum rate permitted under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 19981998 and Late Payment of Commercial Debts Regulations 2002 and 2013. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS5.5. We reserve the right to apply fees as detailed in Part A clause 6 if any part of this clause 5 should come into effect subject to the following conditions: 5.5.1. a Late Payment Fee per terms in clause 5.4may be charged at the point an invoice becomes overdue; 5.5.2. an Administration Fee may be charged if an invoice becomes un-reasonably overdue and we have to suspend access to Your Systems; and/or 5.5.3. a Default Fee will be charged to cover the cost of removing the Systems from Your Equipment and revoke Your access to the Systems should the below clause 5.6 come into effect. 5.1.8 The CONTRACTOR shall accept 5.6. We reserve the Government Procurement Card right to seek to reclaim any outstanding balance through normal Debt recovery practises, Court action or third-party services. Any and all costs incurred as a means result of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable Your failure to pay any merchant fee levied for using will be added to Your debt. Any breach under clause 5 will not constitute a dispute as defined in clause 19 and We will not be limited to the Government Procurement Card terms of dispute resolution detailed in clause 19 and shall not We will be entitled to recover pursue, but not limited to, our rights under this charge from the CUSTOMERclause 5.6. 5.1.9 If at 5.7. We shall be entitled, under prior notice, to vary the Charges with effect from each anniversary of the date of this Agreement provided that if the proposed increase in the Charges is more than five percent (5%) above the change in the Retail Price Index (all items) published by the Office for National Statistics (or any time during successor body or government department or agency) over the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue twelve (including the Catalogue12) which is provided under the Framework Agreement in accordance month period ending with the terms of month immediately prior to the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amountmonth in which that increase is issued then notwithstanding clause 9.

Charges. 5.1.1 Charges The Charges for the Ordered IT Products (including any delivery charges) Software Application Solutions are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTORSERVICE PROVIDER’s provision of the Ordered IT Products Software Application Solutions as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTORSERVICE PROVIDER. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR SERVICE PROVIDER shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 . The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 . The CONTRACTOR SERVICE PROVIDER shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTORSERVICE PROVIDER’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR SERVICE PROVIDER under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR SERVICE PROVIDER to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 . Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 . The CONTRACTOR SERVICE PROVIDER shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR SERVICE PROVIDER reduces its charges for any IT Products Software Application Solutions offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR SERVICE PROVIDER shall immediately reduce the Charges for such IT Products Software Application Solutions (where such IT Products Software Application Solutions form part of the Ordered IT ProductsSoftware Application Solutions) under this Contract by the same amount. Euro In the event that the United Kingdom joins the Economic and Monetary Union (and provided always that the exchange rate for conversion between Sterling and the Euro has been fixed), the CUSTOMER shall at any time thereafter upon three (3) months notice to the SERVICE PROVIDER, be entitled to require the SERVICE PROVIDER at no additional charge to convert the Charges from Sterling into Euros (in accordance with EC Regulation number 1103/97). The SERVICE PROVIDER shall thereafter submit valid invoices denominated in Euros. Charges Variation The Charges may only be varied in accordance with the provisions of the Charges Variation Procedure.

Charges. 5.1.1 6.1 The Charges for User shall pay to the Ordered IT Products (including any delivery charges) are Company in respect of Use of Distribution System the charges set out in Schedule 2-3. The CUSTOMER shall not be liable to pay Company may vary such charges at any time by giving at least 40 days written notice to the CONTRACTOR User. Such charges (the "Use of System Charges") and any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order variations are and will be calculated in accordance with the terms Condition 8 Statement and conditions the Condition 11E Statement. The Use of this Contract, System Charges shall be deemed to include: 6.1.1 charges for the CUSTOMER shall pay Use of Distribution System provided by the Charges Company to the CONTRACTOR. To the extent that any Ordered IT Product User under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise Agreement; 6.1.2 charges for those services described under the heading "Standard Services" in the Payment ProfileRevenue Protection Code of Practice; and 6.1.3 charges for certain services provided by the Company to the User pursuant to: (A) no payment shall be due any Meter Operation Services Agreement as amended from time to time; (B) any Data Collection Services Agreement as amended from time to time; (C) any Data Aggregation Services Agreement as amended from time to time; (D) any Prepayment Infrastructure Services Agreement as amended from time to time; and (E) the Master Registration Agreement as amended from time to time, as identified in respect of any each such Ordered IT Product until they are all agreed to be ready for service following passing agreement as being recoverable by the Company as an element of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice charges which it levies on the CUSTOMER for User under this Agreement. On any occasion upon which the Charges charges payable by the User under this Agreement have not been calculated strictly in accordance with the provisions of Schedule 2-4. All such invoices Condition 8 Statement and/or Condition 11E Statement an appropriate adjustment shall be payable made by the CUSTOMER within twenty eight Company and submitted to the User. Where: (28A) Days 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 issue 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 in the case of all charges which are not Transactional Charges with interest thereon from the due date of the invoice. 5.1.4 The Charges are exclusive invoice which should have included the amount of Value Added Taxthe undercharge until the date of payment. The CUSTOMER Such interest shall pay the Value Added Tax on the Charges accrue from day to day at the base lending rate and during such period of [Barclays] Bank Plc, compounded annually. Where the User disputes the adjustment, the parties shall attempt to resolve the dispute in good faith. Where the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify dispute remains unresolved after 20 Working Days either party may refer the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made dispute to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract arbitration in accordance with Clause 22 and the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable parties agree to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMERamount payable or repayable (if any) as determined thereby. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.

Charges. 5.1.1 Charges The Charges payable by each LA CUSTOMER for the Ordered IT Products (including any delivery charges) Software Application Solutions are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTORSERVICE PROVIDER’s provision of the Ordered IT Products Software Application Solutions as set out in the Order and in accordance with the terms and conditions of this ContractContract and each Access Agreement, the each LAthe CUSTOMER shall pay the Charges to the CONTRACTORSERVICE PROVIDER. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR SERVICE PROVIDER shall invoice the each LA CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the LA CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 . The Charges are exclusive of Value Added Tax. The EachThe LA CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 . The CONTRACTOR SERVICE PROVIDER shall continuously indemnify the eachthe LA CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the LA CUSTOMER at any time in respect of the CONTRACTORSERVICE PROVIDER’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR SERVICE PROVIDER under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR SERVICE PROVIDER to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the LA CUSTOMER. 5.1.6 . Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 . The CONTRACTOR SERVICE PROVIDER shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR SERVICE PROVIDER reduces its charges for any IT Products Software Application Solutions offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR SERVICE PROVIDER shall immediately reduce the Charges for such IT Products Software Application Solutions (where such IT Products Software Application Solutions form part of the Ordered IT ProductsSoftware Application Solutions) under this Contract by the same amount. NOT USEDEuro In the event that the United Kingdom joins the Economic and Monetary Union (and provided always that the exchange rate for conversion between Sterling and the Euro has been fixed), the CUSTOMER shall at any time thereafter upon three (3) months notice to the SERVICE PROVIDER, be entitled to require the SERVICE PROVIDER at no additional charge to convert the Charges from Sterling into Euros (in accordance with EC Regulation number 1103/97). The SERVICE PROVIDER shall thereafter submit valid invoices denominated in Euros. NOT USEDCharges Variation The Charges may only be varied in accordance with the provisions of the Charges Variation Procedure. NOT USEDBenchmarking The parties shall comply with their obligations set out in Schedule 2-3 in relation to benchmarking (if this is required by the CUSTOMER) of the Ordered Software Application Solutions (or any part thereof).

Charges. 5.1.1 13.1. The Client shall pay to ES SYSTEMS LTD the Installation Charges and Rental and any other charges due under this Agreement. Such charges shall be invoiced monthly in advance. The first Billing Period shall commence on the Go Live Date. 13.2. All Charges payable hereunder by the Client shall be payable to ES SYSTEMS LTD in British Pounds Sterling by direct debit within 10 days after the date of ES SYSTEMS LTD's invoice. To set up please click on the link below and follow the instructions on screen: 13.3. Where any Go Live Date is delayed at the Client’s request or by virtue of the Client’s act, neglect or failure to fulfil its obligations hereunder, the Rental for the first Billing Period and Installation Charges for that Service shall be payable no later than the Ordered IT Products (including any delivery charges) are set out Target Go Live Date for that Service unless otherwise agreed in Schedule 2-3writing between the Parties. 13.4. The CUSTOMER ES SYSTEMS LTD shall not be liable entitled to pay to the CONTRACTOR any monies towards the management charge which is increase Rental and other charges payable by the CONTRACTOR Client after expiry of the Minimum Period from time to time by giving the AUTHORITY under the Framework AgreementClient not less than four (4) weeks’ prior written notice. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR13.5. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of all applicable taxes, including Value Added Tax, sales taxes and duties of levies imposed by any authority, government department, all of which, if any, shall be assumed and paid promptly when due by the Client. 13.6. The CUSTOMER shall pay Without prejudice to ES SYSTEMS LTD’s right to treat non-payment or late payment as a repudiatory breach of this Agreement, in the Value Added Tax event of non-payment of any invoice which is not the subject of a bona fide dispute ES SYSTEMS LTD reserves the right to charge daily interest on the Charges any outstanding amounts until payment is received in full at the rate and set out in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 19981998 as current from time to time whether before or after judgment until the date actual payment is received together with all external costs reasonably and necessarily incurred by ES SYSTEMS LTD in securing such payment and/or obtaining such judgment, as the case may be. 5.1.7 The CONTRACTOR 13.7. All sums due to ES SYSTEMS LTD under this Agreement shall accept payment electronically via BACSbe payable by the Client in full (without any set-off, deductions or withholding whatsoever) by Bank Transfer, Direct Debit or Credit / Debit Card. 5.1.8 The CONTRACTOR shall accept 13.8. ES SYSTEMS LTD reserves the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If right at any time during to require the Term Client to issue a deposit, irrevocable letter of credit or other form of security acceptable to ES SYSTEMS LTD if the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which Client’s financial circumstances or payment history is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amountor becomes unacceptable to ES SYSTEMS LTD.

Charges. 5.1.1 The Charges for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTOR’s CONTRACTOR‟s provision of the Ordered IT Products as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s CONTRACTOR‟s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.

Charges. 5.1.1 The Charges 8.1 Except where otherwise expressly stated in the Contract the only payments to be paid by the DFE for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable performance by the CONTRACTOR to the AUTHORITY Contractor of its obligations under the Framework AgreementContract shall be the Charges which shall be inclusive of all costs and expenses incurred by the Contractor in the performance of its obligations. 5.1.2 8.2 In consideration of for the CONTRACTOR’s provision of the Ordered IT Products as set out in Services the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER DFE shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions schedule 3 subject to the receipt of Schedule 2-4correct invoices pursuant to clause 8.7 being issued by the Contractor. 8.3 Except where otherwise expressly stated in schedule 3 the Contractor shall not be entitled to increase the Charges or any rates identified in schedule 3 throughout the Term. 8.4 The Charges are inclusive of Value Added Tax (“VAT”) and all other taxes, duties and levies, and inclusive of all charges, costs and expenses of whatever nature the Contractor incurs in providing the Services, and performing all other obligations of the Contractor, under the Contract (unless expressly stated otherwise in the Contract). All such invoices The Contractor should notify the DFE of any direct VAT charges for the delivery of the Contract. The Contractor shall identify VAT and other applicable taxes, duties and levies separately on invoices, including identifying the elements of the Charges that are subject to VAT at the standard rate or at any other rates and that are zero rated or exempt from VAT. 8.5 Payment of the Charges by the DFE shall be payable without prejudice to any rights the DFE may have by reason of any Services, or any part thereof, failing to comply with any provision of the Contract and any breach by the CUSTOMER Contractor of the Contract shall not be deemed to be accepted or waived by the DFE by reason of such payment. 8.6 The DFE may deduct from or offset against any monies due or becoming due to the Contractor under the Contract (including the Charges) any monies due from the Contractor under the Contract or otherwise under any other agreement or account whatsoever. 8.7 Invoices shall be submitted to and sent, within twenty eight (28) Days 30 days of the end of the relevant invoicing date, to SSCL Accounts Payable Team, Room 6124, Xxxxxxxxx House, Norcross, Blackpool, FY5 3TA. An invoice is a “Valid Invoice” if it is legible and includes: 8.7.1 the date of issue the invoice; 8.7.2 Contractor’s full name and address; 8.7.3 Contract reference number; 8.7.4 the charging period; 8.7.5 a detailed breakdown of the invoiceappropriate Charges including deliverables or milestones achieved (if applicable); 8.7.6 days and times worked (if applicable); 8.7.7 Service Credits (if applicable); and 8.7.8 VAT if applicable. 5.1.4 8.8 The Charges DFE shall not pay an invoice which is not a Valid Invoice. 8.9 The DFE intends to pay Valid Invoices within 10 days of receipt. Valid Invoices not paid within 30 days are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges subject to interest at the rate and in of 2% above the manner prescribed by law base rate from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify time of Barclays Bank. This clause 8.9 is a substantial remedy for late payment of any sum payable under the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the section 8(2) Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 8.10 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and DFE shall not be entitled responsible for any delay in payment caused by receipt of invoices which are not Valid Invoices and shall, within 10 Business Days of receipt, return to recover this charge from the CUSTOMERContractor for correction invoices that are not Valid Invoices together with an explanation of the need for correction. 5.1.9 If at any time during 8.11 At the end of the Term the CONTRACTOR reduces its charges for Contractor shall promptly draw-up a final invoice which shall cover all Services provided up to the end of the Term which have not already been invoiced to the DFE. The final invoice shall be submitted not later than 30 days after the end of the Term. 8.12 The Contractor shall ensure that a term is included in all Sub-Contracts which requires payment to be made of all sums due to Sub-Contractors within 30 days from the receipt of a valid invoice. 8.13 If the DFE disputes any IT Products offered amount specified in a catalogue (including Valid Invoice it shall pay such amount of the Catalogue) invoice as is not in dispute and within 10 Business Days notify the Contractor of the reasons for disputing the invoice. The DFE may withhold the disputed amount pending resolution of the dispute. 8.14 The Parties shall use all reasonable endeavours to resolve any dispute over invoices within 10 Business Days of the dispute being raised, after which is provided under period either Party may refer the Framework Agreement matter for resolution in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amountclause 36.

Charges. 5.1.1 The 11.1. Customer shall pay to SAPPHIRE such Charges for the Ordered IT Products (including any delivery charges) as are set out in Schedule 2-3the relevant Order Form/ Sales Quotation and/ or any other Additional Document or as otherwise provided for by this Agreement that are payable in respect of all Services (and any Software pursuant to the applicable Software License Terms). The CUSTOMER Unless expressly stated otherwise in any document that forms part of this Agreement, all Charges payable in respect of Support Services are due annually in advance of the commencement of each Support Year, the first such payment being due and payable on invoice following receipt of a signed Order Form/ Sales Quotation. 11.2. All Charges referred to are exclusive of taxes and Customer shall not be responsible for paying to SAPPHIRE all applicable taxes and any other similar taxes imposed on Charges for Services made by SAPPHIRE under this Agreement. 11.3. Customer shall be responsible for the payment of any taxes imposed by any governmental taxing authority on the amounts Customer is liable to pay to the CONTRACTOR SAPPHIRE under this Agreement, including, but not limited to, withholding taxes of whatever nature (‘Withholding Taxes’). Customer agrees to promptly pay any monies towards the management charge which is payable Withholding Taxes and obtain and deliver to SAPPHIRE proof of payment of such Withholding Taxes together with official evidence thereof issued by the CONTRACTOR governmental authority concerned, sufficient to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges enable SAPPHIRE to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due support a claim for a tax credit in respect of any sum so withheld. If SAPPHIRE is unable to obtain such Ordered IT Product until they are all agreed tax credit due to Customer's failure to comply with the above provision, then Customer agrees to pay to SAPPHIRE a sum equal to the amount of the tax credit not able to be ready for service following passing of the applicable Acceptance Proceduresclaimed by SAPPHIRE. 5.1.3 The CONTRACTOR shall 11.4. SAPPHIRE may invoice the CUSTOMER for the all Charges in accordance with the provisions of Schedule 2-4. All such invoices payable pursuant to this Agreement as they become due and each undisputed invoice shall be payable paid by the CUSTOMER Customer within twenty eight thirty (2830) Days calendar days of the date of issue the invoice. All sales of Software are subject to mandatory payment with their Order Form/ Sales Quotation. 11.5. In the event the Customer wants to dispute an invoice rendered by SAPPHIRE it may do so within 14 (fourteen) days of the date of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay Customer must provide SAPPHIRE with all necessary detail and reasons for disputing the Value Added Tax on the Charges at the rate invoice and in the manner prescribed by law case of an invoice for Services this must include all documentary evidence and proof that the Services were either not delivered or of such poor quality that there was no benefit to the Customer. Notification of a disputed invoice should be sent in writing (e-mail) to the Customer’s account manager. 11.6. SAPPHIRE may charge interest on all sums outstanding beyond the date on which they are due for payment under this Agreement from the date payment was due until the date of payment (and before as well as after judgment). Such interest shall accrue and be calculated on a daily basis, at a rate of 2% per annum above the base rate from time to timetime of Citibank. 5.1.5 The CONTRACTOR 11.7. Customer shall continuously indemnify and keep indemnified SAPPHIRE against all reasonable legal and other fees and expenses incurred by SAPPHIRE in relation to the CUSTOMER against collection of any liability, including overdue accounts under this Agreement. 11.8. All Customer Payments to be made by Customer under this Agreement shall be made without any interest, penalties deduction or costs incurred, which is levied, demanded or assessed set-off. 11.9. All Customer Payments payable under the terms of this Agreement shall be payable in currency stated on the CUSTOMER at any time invoice and are non-refundable. 11.10. Any sum paid to SAPPHIRE by way of deposit or advance payment in respect of the CONTRACTOR’s failure an Order Form/ Sales Quotation shall be applied by SAPPHIRE to account for or meet any outstanding Charge due to pay any Value Added Tax relating to payments made to the CONTRACTOR SAPPHIRE under this ContractAgreement. Any amounts due under this Clause 5.1.5 positive balance shall be paid in cleared funds by the CONTRACTOR reimbursed to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest Customer and any negative balance shall be invoiced to Customer and shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of this Agreement and failing such, shall be recoverable as a debt. 11.11. All Charges due in respect of Support Services shall be reviewable by SAPPHIRE who shall be entitled to increase such fees by a reasonable percentage to reflect increases passed on to it by the Framework Agreementauthor of the Software and inflationary cost increases in general subject to no more than one (1) increase per annum. The revised fees shall be notified to the Customer in advance of any renewal date and will take effect as from the commencement of the following Support Year. 11.12. If SAPPHIRE does not receive payment when it is due, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form without prejudice to any other rights and remedies of SAPPHIRE it may, without liability to Customer: a) cease supporting any supported Software and/ or deny access to any rented Software and all or part of the Ordered IT ProductsServices and shall be under no obligation to provide any or all of the Services while the invoice(s) under this Contract by concerned remains unpaid; and, b) charge interest on the same amountoverdue amount at the rate of 2% per annum above the Citibank base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or, claim interest and statutory compensation from Customer.

Charges. 5.1.1 The Charges for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 4.1 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as Learning Analytics Services to the Institution, the Institution shall pay the Charges to Jisc in accordance with the payment timetable specified in the Order Form. 4.2 Jisc will deliver invoices to the Institution in accordance with the payment timetable set out in the Order Form. AllSubject to Clause 4.3, all due and valid invoices will be paid by the Institution within 30 days of its receipt . 4.3 Should the Institution wish to dispute an invoice it will notify Jisc in accordance with writing of the terms nature and conditions details of the dispute within 30 days of receipt of the invoice, provided that nothing in this Contract, clause will excuse the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no Institution from its payment shall be due obligations in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue undisputed part of the invoice. 5.1.4 The 4.4 If the Institution fails to pay any undisputed Charges are exclusive by the due date, Jisc may, in its absolute discretion, charge the Institution interest on late payment from the due date up to the date of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges actual payment, after as well as before judgment, at the rate of 42% above the base lending rate of HSBC Bank plc then in force. Such interest will be payable by the Institution on demand and will accrue on a daily basis. 4.5 All Charges are stated exclusive of value added tax (and any other taxes), which if applicable will be added by Jisc to its invoices at the prevailing rate as at the date of the applicable invoice and will be paid by the Institution accordingly. 4.6 The Institution shall pay all sums that it owes under this Agreement without any set‐off, counterclaim, deduction or withholding of any kind, save as may be required by law. 4.7 Where the Institution has received any of the Learning Analytics Services on a free of charge or discounted basis due to the Institution's status as a Jisc Member, if the Institution subsequently ceases (for whatever reason) to be a Jisc Member during the Term, then Jisc reserves the right to invoice the Institution for the charges (or the difference in charges, as applicable) that would have been payable during that free of charge or discounted period, based on the manner prescribed by law rate for non‐Jisc Members set out on the Jisc Site. The Institution agrees to pay such invoice in accordance with Clause 4.2 above. 4.8 Following expiry of the Initial Term, Jisc reserves the right to amend the Charges from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify . Jisc will give a minimum of 3 months' notice of any amendment. If the CUSTOMER against any liability, including any interest, penalties or costs incurred, Institution then wishes to terminate this Agreement it may do so by giving written notice of termination to Jisc within 1 month2 months' of receiving Jisc's notice of amendment. Termination will then come into effect from the date on which is levied, demanded or assessed the amended Charges would otherwise apply. Information on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made charges that apply to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall Learning Analytics Services can be paid in cleared funds by found on the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMERJisc Site. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.

Charges. 5.1.1 The Charges 4.1. Prices quoted by IDN and accepted by the Customer will be based on Carrier rate schedules and other factors prevalent and applicable at the time of quotation and acceptance. If any such factor subsequently changes before a shipment is tendered to the Carrier, the price will be adjusted accordingly at such time. Prices may be adjusted upwards or downwards. 4.2. All quotations provided by IDN shall be without any obligation on its part. 4.3. If IDN quotes or charges “all-in” or fixed rates, as the case may be, these rates shall be deemed to include all costs which in the normal course of IDN handling the Customer’s order would be for the Ordered IT Products account of IDN. Notwithstanding the use of “all-in” or fixed rates IDN shall not have any liability to the Customer as aCarrier. 4.4. For work of a special or unusual nature, or work requiring a special amount of time or effort, an additional reasonable amount or surcharge may at all times be charged by IDN. 4.5. Except as expressly provided to the contrary, prices quoted by IDN to the Customer (including “all-in” or fixed rates) do not include: 4.5.1. taxes, government duties or levies, insurance premiums, bank guarantee fees, customs fines, storage costs, or other third- party charges; or 4.5.2. any delivery charges) are set out in Schedule 2-3Carrier surcharges arising from loading or unloading goods outside normal working hours or on weekends or holidays or other cause. The CUSTOMER Customer agrees that the Customer will reimburse IDN for any such costs referred to in Clause 4.5.1 and Clause 4.5.2 that it (IDN) and/or the Carrier may incur. 4.6. In the event of loading and/or unloading time being inadequate (regardless of the cause thereof) all costs resulting therefrom shall not be liable to pay borne by the Customer without objections, even when IDN has accepted the xxxx of lading and/or chartered goods from which the additional costs arise. 4.7. If a Carrier provides a discount because of late delivery, IDN will credit the discount to the CONTRACTOR Customer, less any monies towards the management charge which is payable administrative costs incurred by the CONTRACTOR to the AUTHORITY under the Framework AgreementIDN because thereof. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax4.8. The CUSTOMER Customer shall pay the Value Added Tax on the Charges at the bear all risk of exchange rate and in the manner prescribed by law from time to timefluctuations. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.

Charges. 5.1.1 The Charges 8.1 Except where otherwise expressly stated in the Contract the only payments to be paid by the DFE for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable performance by the CONTRACTOR to the AUTHORITY Contractor of its obligations under the Framework AgreementContract shall be the Charges which shall be inclusive of all costs and expenses incurred by the Contractor in the performance of its obligations. 5.1.2 8.2 In consideration of for the CONTRACTOR’s provision of the Ordered IT Products as set out in Services the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER DFE shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions schedule 3 subject to the receipt of Schedule 2-4. All such correct invoices shall be payable pursuant to clause 8.7 being issued by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoiceContractor. 5.1.4 8.3 Except where otherwise expressly stated in schedule 3 the Contractor shall not be entitled to increase the Charges or any rates identified in schedule 3 throughout the Term. 8.4 The Charges are exclusive of Value Added TaxTax (“VAT”) and all other taxes, duties and levies, but shall be inclusive of all charges, costs and expenses of whatever nature the Contractor incurs in providing the Services, and performing all other obligations of the Contractor, under the Contract (unless expressly stated otherwise in the Contract). The CUSTOMER Contractor should notify the DFE of any direct VAT charges for the delivery of the Contract. The Contractor shall pay the Value Added Tax identify VAT and other applicable taxes, duties and levies separately on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liabilityinvoices, including any interest, penalties or costs incurred, which is levied, demanded or assessed on identifying the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments elements of the Charges under this Contract in accordance with that are subject to VAT at the Late standard rate or at any other rates and that are zero rated or exempt from VAT. 8.5 Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for Charges by the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR DFE shall be solely liable without prejudice to pay any merchant fee levied for using rights the Government Procurement Card DFE may have by reason of any Services, or any part thereof, failing to comply with any provision of the Contract and any breach by the Contractor of the Contract shall not be entitled deemed to recover this charge from be accepted or waived by the CUSTOMERDFE by reason of such payment. 5.1.9 If at 8.6 The DFE may deduct from or offset against any time during monies due or becoming due to the Term Contractor under the CONTRACTOR reduces its charges for any IT Products offered in a catalogue Contract (including the CatalogueCharges) which is provided any monies due from the Contractor under the Framework Agreement in accordance with the terms Contract or otherwise under any other agreement or account whatsoever. 8.7 Invoices shall be submitted to XXxxxxxxxx-XXX-X@xxxx.xxx.xxx.xx and/or sent, within 30 days of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part end of the Ordered IT Products) under this relevant invoicing date, to SSCL Accounts Payable Team, Room 6124, Xxxxxxxxx House, Norcross, Blackpool, FY5 3TA. An invoice is a “Valid Invoice” if it is legible and includes: 8.7.1 the date of the invoice; 8.7.2 Contractor’s full name and address; 8.7.3 Contract by reference number; 8.7.4 the same amountcharging period; 8.7.5 a detailed breakdown of the appropriate Charges including deliverables or milestones achieved (if applicable); 8.7.6 days and times worked (if applicable); 8.7.7 Service Credits (if applicable); and 8.7.8 VAT if applicable.

Charges. 5.1.1 The Charges for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-35.1. The CUSTOMER shall not be liable You covenant to pay to us the CONTRACTOR any monies towards the management charge which Total Minimum Charge. This is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreementon a monthly basis in accordance with clause 5.2. 5.1.2 In consideration 5.2. Each Month of the CONTRACTOR’s provision of Term, you must pay the Ordered IT Products Total Monthly Subscription Charge in full on or before the invoice due date (being within thirty (30) days from invoice date). 5.3. All payments due under this Agreement shall be invoiced and payable on or before the invoice due date, and shall in total comprise the Total Minimum Charge and any other monthly charges agreed between us and as set out in the Order and in accordance with the terms and conditions Schedule A – List of this ContractEquipment & Technology. 5.4. You agree that where you have purchased a Technology Subscription which includes CSG Unified Communications, the CUSTOMER shall pay the Charges to the CONTRACTORnot all calls will be included as part of your chosen tariff. To the extent that any Ordered IT Product under this Contract Additional costs applicable are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise set out in the Payment Profile) no payment shall be due Additional Usage Charges described in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures.Schedule B. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 25.5. You must not withhold, deduct from or claim set-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER off against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts payment due under this Clause 5.1.5 Agreement for any reason including (without limitation) any defect in, break down of, or any other matter concerning the Equipment, any dispute between us and you in relation to the Services, the failure by us to providethe Services or any disruptions in the provision of the Services. Where there is any dispute in relation to a payment due under this Agreement, clause 30 (Dispute Resolution) shall apply. 5.6. We reserve the right to reasonably vary our charges where our expenses in connection with this Agreement increase including (without limitation) parts, labour, accessories and business expenses. These variations shall be paid in cleared funds notified to you thirty (30) days prior to them taking effect. 5.7. We may elect to calculate and charge you a rate of interest on daily balances on any amount which you do not pay on time for the period it is unpaid at a rate of 12% per annum or the maximum rate allowed by law, whichever is the lower. 5.8. All payments under this Agreement will be made by direct debit to Officeworks unless otherwise agreed by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMERparties. 5.1.6 Interest shall be 5.9. At any time, we may, but need not apply any amount we owe you, for any reason, towards any amounts payable on any late payments of the Charges or secured under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998Agreement. 5.1.7 The CONTRACTOR shall accept 5.10. Any payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as due on a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) day which is provided under not a Business Day must be made on the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amountpreceding Business Day.

Charges. 5.1.1 The Charges for the Ordered IT Products (including any delivery charges) Software Application Solutions are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTORSERVICE PROVIDER’s provision of the Ordered IT Products Software Application Solutions as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTORSERVICE PROVIDER. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR SERVICE PROVIDER shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 . The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 . The CONTRACTOR SERVICE PROVIDER shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTORSERVICE PROVIDER’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR SERVICE PROVIDER under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR SERVICE PROVIDER to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 . Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 . The CONTRACTOR SERVICE PROVIDER shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR SERVICE PROVIDER reduces its charges for any IT Products Software Application Solutions offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR SERVICE PROVIDER shall immediately reduce the Charges for such IT Products Software Application Solutions (where such IT Products Software Application Solutions form part of the Ordered IT ProductsSoftware Application Solutions) under this Contract by the same amount. Euro In the event that the United Kingdom joins the Economic and Monetary Union (and provided always that the exchange rate for conversion between Sterling and the Euro has been fixed), the CUSTOMER shall at any time thereafter upon three (3) months notice to the SERVICE PROVIDER, be entitled to require the SERVICE PROVIDER at no additional charge to convert the Charges from Sterling into Euros (in accordance with EC Regulation number 1103/97). The SERVICE PROVIDER shall thereafter submit valid invoices denominated in Euros. Charges Variation The Charges may only be varied in accordance with the provisions of the Charges Variation Procedure.

Charges. 5.1.1 The Charges for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTORContractor’s provision of the Ordered IT Products as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER Customer shall pay the Charges to the CONTRACTORContractor. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s)required to undergo verification pursuant to the Acceptance Procedures, then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures, or a period of thirty (30) days has elapsed from delivery of the Ordered IT Product(s) in the event that any applicable Acceptance Procedures exceed that period. 5.1.3 The CONTRACTOR Contractor shall invoice the CUSTOMER Customer for the Charges in accordance with the provisions of Schedule 2-43 and no other form of notification of Charges due (including, but not limited to, any summary of Costs included with the Ordered IT Products(s) when delivered) will be effective in notifying the Customer of any sums which are due. All such invoices shall be payable by the CUSTOMER Customer within twenty eight thirty (2830) Days of the later of the date of issue receipt of the invoiceinvoice or, if Acceptance Procedures apply, the date identified by the operation of clause 5.1.2. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER Customer shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. The Contractor shall show the relevant Value Added Tax amount on each invoice submitted to the Customer. 5.1.5 The CONTRACTOR Contractor shall continuously indemnify the CUSTOMER Customer against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER Customer at any time in respect of the CONTRACTORContractor’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR Contractor under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR Contractor to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMERCustomer. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR Contractor shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR Contractor reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms to any of the Framework Agreementits other customers, the CONTRACTOR Contractor shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.

Charges. 5.1.1 Charges The Charges for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 . In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 . The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 . The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 . The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 1.27.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 . Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 Xxx 0000. The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 . The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 . If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount. Euro In the event that the United Kingdom joins the Economic and Monetary Union (and provided always that the exchange rate for conversion between Sterling and the Euro has been fixed), the CUSTOMER shall at any time thereafter upon three (3) months notice to the CONTRACTOR, be entitled to require the CONTRACTOR at no additional charge to convert the Charges from Sterling into Euros (in accordance with EC Regulation number 1103/97). The CONTRACTOR shall thereafter submit valid invoices denominated in Euros. Charges Variation The Charges may only be varied in accordance with the provisions of the Charges Variation Procedure.

Charges. 5.1.1 7.1 The Client will pay Eckoh the relevant Charges for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay to the CONTRACTOR any monies towards the management charge which is payable by the CONTRACTOR to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTORForm. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment Xxxxx shall be due in respect of any such Ordered IT Product until they are all agreed entitled to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER Client for the Charges in accordance with the provisions invoicing arrangements set out in Order Form. 7.2 In addition, the Client shall reimburse Eckoh for all materials and reasonable out of Schedule 2-4pocket expenses it incurs in connection with Xxxxx’s performance of its obligations under this Agreement including travel costs, subsistence and accommodation (the “Expenses”). Expenses will be incurred in accordance with Xxxxx’s standard expenses policy (available on request) and Eckoh will take reasonable endeavours to seek prior authorisation from the Client for any Expenses. 7.3 All such invoices Charges and Expenses shall be payable by the CUSTOMER within twenty eight Client no later than thirty (2830) Days of days following the date of issue of the Xxxxx’s invoice. 5.1.4 The . All Charges stated are exclusive of Value Added TaxVAT and other applicable taxes which will be chargeable to the Client. The CUSTOMER Eckoh shall be under no obligation to await a purchase order from the Client. Where a purchase order is required for the Client’s internal process, it shall be provided within two (2) Working Day of a request from Eckoh. Eckoh reserves the right to charge interest on all invoices it presents to the Client in accordance with its statutory right to claim interest and compensation for debt recovery under late payment legislation. Unless stated to the contrary in the Specification, Eckoh reserves the right to increase the Charges payable pursuant to an Order Form on each anniversary of the relevant Order Form Effective Date, by the greater of: (i) five percent (5%); or (ii) the percentage increase in CPI in the preceding 12 month period. 7.4 If the Client (acting reasonably) disputes any of the Charges on any invoice (the “Disputed Amount”) it shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect undisputed portion of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract invoice in accordance with the Late Payment provisions of Commercial Debts clause 7.3 and submit a written claim notice to Xxxxx setting out the reasons for disputing the Disputed Amount. All claims must be received by Xxxxx within fifteen (Interest15) Act 1998days from the date of the relevant invoice. The Parties shall use reasonable endeavours to settle the dispute via discussions between the Parties. In the event that the dispute is resolved in favour of Xxxxx, the Client shall immediately pay the Disputed Amount to Eckoh together with applicable interest calculated in accordance with clause 7.3 . 5.1.7 The CONTRACTOR shall accept 7.5 If the Client does not pay and does not dispute the Charges in accordance with clause 7.4, Eckoh may, without notice, suspend the provision of the Services in whole or in part until payment electronically via BACSis received. 5.1.8 The CONTRACTOR 7.6 Where: 7.6.1 in connection with any Order Form and/or Statement of Work, Eckoh assists in the provision or support of service on matters that fall outside of Eckoh’s obligations under that Order Form and/or Statement of Work, Eckoh shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If Client on a time and materials basis at any time during the Term the CONTRACTOR reduces its charges Eckoh’s standard rates for any IT Products offered additional resources or level of effort expended by Xxxxx. For clarity, this would include technical issues with other third-party suppliers to the Client which impact the performance of the Eckoh service and/or for any assistance provided to the Client by Xxxxx in a catalogue (including the Catalogue) which is provided under circumstances specified in clause 3.4.1; 7.6.2 the Framework Agreement Client uses the Services in excess of the Usage Limits set out in the relevant Order Form, Eckoh shall be entitled to charge and invoice the Client for such additional usage beyond the Usage Limits in accordance with the terms charges set out in the relevant Order Form; and/or 7.6.3 the Assumptions turn out to be untrue, additional Charges may be due and payable by the Client as may be calculated in accordance with the provisions of the Framework Agreementrelevant Order Form. 7.6.4 in connection with any Order Form and/or Statement of Work, Eckoh provides (A) Professional Services and/or services in connection with Maintenance and Support beyond the CONTRACTOR scope of Eckoh’s obligations under that Order Form and/or Statement of Work, or (B) additional Services as a result of incomplete or inaccurate information provided by Client in connection with Implementation Services, Eckoh shall immediately reduce be entitled to charge the Charges Client on a time and materials basis at Eckoh’s standard rates for such IT Products (where such IT Products form part any additional Services provided by Eckoh. For clarity, this would include technical issues with other third-party suppliers to the Client which impact the performance of the Ordered IT Products) under this Contract Eckoh Solution and/or for any assistance provided to Client by the same amount.Eckoh. 3.4.1

Charges. 5.1.1 The Charges 4.1 As consideration for the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER shall not be liable to pay provision by OCS of the Services and/or Goods to the CONTRACTOR any monies towards Customer, the management charge which is payable by Customer shall pay OCS the CONTRACTOR Charges. Any different or additional goods or services will be subject to separate charges (save to the AUTHORITY under the Framework extent provided for in this Agreement). 5.1.2 In consideration 4.2 All Charges are exclusive of VAT for which the CONTRACTOR’s provision of Customer shall be additionally liable at the Ordered IT Products as set out rate prevailing at the invoice date. 4.3 Unless otherwise agreed in the Order and Quotation, invoices will be levied (in accordance with the terms and conditions of this Contract, Invoice Frequency) at the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing commencement of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4period to which they relate. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds in the OCS bank account by the CONTRACTOR last working day of the month to the relevant authority not less than five (5) Working Days before the date upon which the tax invoice relates without set off or other liability is payable by the CUSTOMERdeduction. Charges shall be paid in pounds sterling (unless otherwise specified). 5.1.6 Interest 4.4 In the event of late payment of any Charges due to OCS, OCS shall (without prejudice to its other rights and remedies) be payable entitled to: (a) suspend any further performance of its obligations under this Agreement pending receipt of full payment; (b) charge default interest on any late payments of outstanding sum (before as well as after judgement) at the Charges under this Contract rate provided for in accordance with the Late Payment of Commercial Debts (Interest) Act 19981998 (as amended) and exercise any right contained therein; and/or (c) upon not less than fourteen (14) days written notice to the Customer in the event that OCS increases the pay (and any other benefits) of staff who are not on the rates of pay described in (a) or (b) above so as to maintain the existing percentage wage differential(s) within the workforce; or (d) terminate this Agreement in accordance with clause 6.2(a). For the avoidance of doubt, the Charges (minus any cost- saving realised by OCS as a result of the suspension) shall remain payable during any period of suspension under clause 4.4 (a) above. 5.1.7 The CONTRACTOR 4.5 All amounts due under this Agreement from the Customer to OCS shall accept payment electronically via BACSbe paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). OCS may retain or set off any sums owed to it by the Customer which have fallen due and payable against any sums due to the Customer under this Agreement or any other agreement pursuant to which OCS provides services and/or goods to the Customer. 5.1.8 4.6 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and Customer shall not be entitled to recover this charge from any adjustment in the CUSTOMERCharges or rebate on the basis that equipment was or could have been obtained at a lower price. 5.1.9 If at 4.7 (Subject to written agreement to the contrary) OCS may, in its discretion, insist that a Purchase Order (PO) number be issued to it prior to commencing or continuing the delivery of Services and/or Goods pursuant to this Agreement. A further PO number may also be required by OCS in advance for all additional requirements over and above the original Services and/or Goods. Unless the Parties have agreed in writing that a PO number is not required, OCS shall have no liability to the Customer for a delay in delivering any time during Services and/or Goods to the Term extent that such delay is properly attributable (in whole or part) to the CONTRACTOR reduces its charges absence of a PO number (and for the avoidance of doubt the Customer’s obligation to provide a PO number shall not be deemed discharged by any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms employee of the Framework Agreement, Customer indicating that the CONTRACTOR shall immediately reduce provision of a PO number is imminent or a mere formality). Notwithstanding the Charges for such IT Products (where such IT Products form part generality of the Ordered IT Productsforegoing, OCS may, in good faith, proceed with (or continue) under this Contract the delivery of the Services and/or Goods (and shall be entitled to charge in respect thereof) without the issue of a PO number if OCS has been requested to do so by any representative of the same amountCustomer.

Charges. 5.1.1 The Charges for 6.1. All Waste delivered by or on behalf of the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3Customer to the Disposal Facility will be weighed on Xxxxxx’x weighbridge located at the Disposal Facility. 6.2. The CUSTOMER shall not Customer will be liable to pay charged and invoiced for each Billing Period: (a) the quantity of Waste disposed of at the Disposal Facility multiplied by the relevant Waste Type Charge; (b) adjustments for undercharging or overcharging; (c) any disposal levy or other impost with respect to the CONTRACTOR disposal of Waste (whether existing or new); and (d) any monies towards other charges permitted by this agreement. 6.3. The quantity of Waste disposed of at the management charge which is payable Disposal Facility during a particular period will be determined solely by reference to Xxxxxx’x weighbridge records. 6.4. All Charges are exclusive of GST. If a goods and services tax imposed by the CONTRACTOR A New Tax System (Goods and Services Tax) Act 1999 (Cwlth) (“GST”), is imposed on any supply made by a party (“Supplier”) under or in connection with this agreement, then to the AUTHORITY under the Framework Agreement. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR. To the extent that any Ordered IT Product consideration payable or to be provided by the other party (“Recipient”) to the Supplier under this Contract are interdependent on any other Ordered IT Product(sclause in this agreement for the supply is exclusive of GST, the Recipient must pay to the Supplier, in addition to that GST-exclusive consideration (and at the same time that the GST-exclusive consideration is payable), then (unless agreed otherwise in an additional amount for the Payment Profile) no payment shall be due in respect of supply calculated by multiplying the prevailing GST rate by the GST-exclusive consideration for the relevant supply, without any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Proceduresdeduction or set-off. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for 6.5. Without limiting clause 6.7, Xxxxxx may, from time to time, vary the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable as a result of: (a) any charges, levies, fees, costs or other amounts imposed by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed a Government Agency or by law from time to time; and (b) any other event or circumstance which results in an increase in the cost to Xxxxxx of providing the Services. 5.1.5 The CONTRACTOR shall continuously indemnify 6.6. Any variations to Charges by Xxxxxx under clause 6.5: (a) will commence from the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments date determined by Xxxxxx; (b) may be made retrospectively; and (c) must be notified to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMERCustomer as soon as practicable after determination. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.

Charges. 5.1.1 13.1. The Client shall pay to ES SYSTEMS LTD the Installation Charges and Rental and any other charges due under this Agreement. Such charges shall be invoiced monthly in advance. The first Billing Period shall commence on the Go Live Date. 13.2. All Charges payable hereunder by the Client shall be payable to ES SYSTEMS LTD in British Pounds Sterling by direct debit within 7 days after the date of ES SYSTEMS LTD's invoice. To set up please click on the link below and follow the instructions on screen: 13.3. Where any Go Live Date is delayed at the Client’s request or by virtue of the Client’s act, neglect or failure to fulfil its obligations hereunder, the Rental for the first Billing Period and Installation Charges for that Service shall be payable no later than the Ordered IT Products (including any delivery charges) are set out Target Go Live Date for that Service unless otherwise agreed in Schedule 2-3writing between the Parties. 13.4. The CUSTOMER ES SYSTEMS LTD shall not be liable entitled to pay to the CONTRACTOR any monies towards the management charge which is increase Rental and other charges payable by the CONTRACTOR Client after expiry of the Minimum Period from time to time by giving the AUTHORITY under the Framework AgreementClient not less than four (4) weeks’ prior written notice. 5.1.2 In consideration of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the CONTRACTOR13.5. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Procedures. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of all applicable taxes, including Value Added Tax, sales taxes and duties of levies imposed by any authority, government department, all of which, if any, shall be assumed and paid promptly when due by the Client. 13.6. The CUSTOMER shall pay Without prejudice to ES SYSTEMS LTD’s right to treat non-payment or late payment as a repudiatory breach of this Agreement, in the Value Added Tax event of non-payment of any invoice which is not the subject of a bona fide dispute ES SYSTEMS LTD reserves the right to charge daily interest on the Charges any outstanding amounts until payment is received in full at the rate and set out in the manner prescribed by law from time to time. 5.1.5 The CONTRACTOR shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the CONTRACTOR’s failure to account for or to pay any Value Added Tax relating to payments made to the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 shall be paid in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 19981998 as current from time to time whether before or after judgment until the date actual payment is received together with all external costs reasonably and necessarily incurred by ES SYSTEMS LTD in securing such payment and/or obtaining such judgment, as the case may be. 5.1.7 The CONTRACTOR 13.7. All sums due to ES SYSTEMS LTD under this Agreement shall accept payment electronically via BACSbe payable by the Client in full (without any set-off, deductions or withholding whatsoever) by Bank Transfer, Direct Debit or Credit / Debit Card. 5.1.8 The CONTRACTOR shall accept 13.8. ES SYSTEMS LTD reserves the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If right at any time during to require the Term Client to issue a deposit, irrevocable letter of credit or other form of security acceptable to ES SYSTEMS LTD if the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which Client’s financial circumstances or payment history is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amountor becomes unacceptable to ES SYSTEMS LTD.

Charges. 5.1.1 The Charges for 6.1 For the Ordered IT Products (including any delivery charges) are set out in Schedule 2-3. The CUSTOMER performance of Corrective Maintenance and Preventative Maintenance, the Customer shall not be liable to pay to the CONTRACTOR Supplier the Standard Maintenance Fees. 6.2 For the performance of any monies towards Additional Services, the management charge which is payable by the CONTRACTOR Customer shall pay to the AUTHORITY under Supplier the Framework AgreementAdditional Services Fees. 5.1.2 In consideration 6.3 The Standard Maintenance Fees and the Additional Services Fees shall be inclusive of the CONTRACTOR’s provision of the Ordered IT Products as set out in the Order and all expenses, other than those recoverable in accordance with clause 3.1, and the terms Supplier shall be responsible for all costs and conditions expenses incurred in providing the Maintenance Services (other than those recoverable in accordance with clause 3.1). 6.4 The Standard Maintenance Fees shall be due on the date of this ContractAgreement upon receipt by the Customer of a valid invoice from the Supplier. Any Additional Services Fees shall be due and payable monthly, within 30 days of receipt of a valid invoice from the Supplier. Any charges for spare parts recoverable in accordance with clause 3.1 shall be due within 30 days of receipt of a valid invoice from the Supplier. 6.5 If the Customer fails to make any payment due to the Supplier under this agreement by the due date for payment, then, without limiting the Supplier's remedies under clause 10, the CUSTOMER Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the Charges to interest together with the CONTRACTOR. To the extent that any Ordered IT Product under this Contract are interdependent on any other Ordered IT Product(s), then (unless agreed otherwise in the Payment Profile) no payment shall be due in respect of any such Ordered IT Product until they are all agreed to be ready for service following passing of the applicable Acceptance Proceduresoverdue amount. 5.1.3 The CONTRACTOR shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. 6.6 All such invoices shall be payable by the CUSTOMER within twenty eight (28) Days of the date of issue of the invoice. 5.1.4 The Charges are exclusive of Value Added Tax. The CUSTOMER VAT or any other applicable sales tax, which shall pay be paid by the Value Added Tax on the Charges Customer at the rate and in the manner for the time being prescribed by law law. 6.7 On expiry of either the Initial Period or a Renewal Period, The Supplier will increase the Standard Maintenance Fees and the Additional Services Rates by the greater of: (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. 5.1.5 The CONTRACTOR shall continuously indemnify ) for the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on period from the CUSTOMER at any time Commencement Date (in respect the case of the CONTRACTOR’s failure first increase) or the date on which the immediately preceding increase came into effect pursuant to account for this clause (in the case of the second or to pay any Value Added Tax relating to payments made to subsequent increase); or (b) 5% provided that the CONTRACTOR under this Contract. Any amounts due under this Clause 5.1.5 increases shall be paid no more frequent than once in cleared funds by the CONTRACTOR to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMERany 12-month period. 5.1.6 Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 5.1.7 The CONTRACTOR shall accept payment electronically via BACS. 5.1.8 The CONTRACTOR shall accept the Government Procurement Card as a means of payment for the Ordered IT Products where such card is agreed with the CUSTOMER to be a suitable means of payment. The CONTRACTOR shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CUSTOMER. 5.1.9 If at any time during the Term the CONTRACTOR reduces its charges for any IT Products offered in a catalogue (including the Catalogue) which is provided under the Framework Agreement in accordance with the terms of the Framework Agreement, the CONTRACTOR shall immediately reduce the Charges for such IT Products (where such IT Products form part of the Ordered IT Products) under this Contract by the same amount.