Common use of Fees and Payment Clause in Contracts

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. ii. 6.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid. 6.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). 6.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. 6.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with CelonisXxxxxxx, (a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. Unless otherwise agreed between You and Us, if You are renewing directly with Xxxxxxx a Subscription originally purchased through an Authorized Reseller, then the Subscription Fees for Your initial Renewal Term with Us will be at Our then-prevailing Subscription Fees for the subject Cloud Service. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. 6.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; and/or (ii. ) suspend the Professional Services until all payments due have been made in full. 6.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). 6.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. 6.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) 10.1 We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. 10.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; or (ii. ) suspend the Professional Services until all payments due have been made in full. 10.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 4% per annum above the base lending rate of the Bank of England or such other amount as may be provided by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). 10.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. 10.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Except as expressly stated herein, Subscription Fees are non-refundable. Where your Order is directly with Celonis, (a) We will invoice , You shall pay Us the Subscription Fees annually in advance; and (b) unless otherwise fees agreed upon in the applicable Order, all payments are due Your Celonis Cloud Services environment or other online platform in full without deduction or set-off within 30 (thirty) days accordance with the terms specified therein. Where you have ordered via an Authorized Reseller, You shall pay the fees agreed with such Authorized Reseller. 6.2 If, in good faith, You dispute the accuracy of the date any portion of Our invoice, then You shall pay all undisputed portions of the invoice when due, but may withhold any portion that is disputed provided You provide Us with written notice of such dispute at least 10 days prior to the invoice due date and use commercially reasonable efforts to resolve the dispute promptly. ii6.3 Unless otherwise specified in the applicable Order Form, all fees for the Services exclude any direct or indirect taxes, levies, duties, or similar governmental assessments, including without limitation, any sales, use, value-added, withholding, or similar taxes (“Taxes”). The Subscription Fees are non-refundable and do not include Taxes and You are responsible for paying all TaxesTaxes associated with Your purchases hereunder directly to the taxing authority. As an exception to the foregoing, if We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be included as a line-item on Your invoice and will be payable by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. If We are required to pay Taxes based on the Services provided under these Terms, then any such Taxes shall be billed to and paid by You. If a withholding or deduction or withholding is required by law, You shall pay Us such additional amount and amount(s) as will ensure that We receive the net same total amount received by Us equals the full amount which that We would have received if no such withholding or deduction had the deduction or withholding not been required. This Section shall not apply to Taxes We are solely responsible for taxes based on Our upon our net income, assets, payroll, property, and employees. iii. 6.4 Without prejudice to any other rights We may have, if any undisputed invoice is not paid by its due date, or if We verify that You have not received payment for any overdue invoicepaid an Authorized Reseller in accordance with the relevant partner agreement, We shall be entitled to (a) disable Your access to that part of the Services affected by giving You Your non-payment upon thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in fullthereof. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. Unless otherwise agreed between You and Us, if You are renewing directly with Celonis a Subscription originally purchased through an Authorized Reseller, then the Subscription Fees for Your initial Renewal Term with Us will be at Our then-prevailing Subscription Fees for the subject Cloud Service. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. ii. 6.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid. 6.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or such other amount as may be provided by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). 6.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. 6.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) We The Customer will invoice pay the fees that are indicated in the Sales Order. b) Unless the Sales Order provides otherwise, invoices shall be due upon receipt. The Customer will issue a purchase order for the initial year promptly following execution of the Sales Order. The validity of a license key is subject to the annual receipt of payment prior to the Subscription Fees annually in advance; Start Date and (b) unless otherwise agreed upon each subsequent anniversary. The invoiced amount shall be payable by electronic transfer to the bank account listed on the invoice and in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of currency listed on the date of Our invoice. ii. The Subscription Fees c) Unless the Sales Order provides otherwise Professional Services, where applicable, will be invoiced separately and payment will be due upon receipt. d) All fees are non-refundable except as otherwise explicitly stated in the Sales Order or this Agreement. e) On each anniversary of the Subscription Start Date, the fees shall be subject to an uplift in line with Cora’s then standard pricing. f) Interest on overdue payments shall be payable in accordance with law and do not include Taxes and You are Xxxx reserves the right to charge a fee for any payment reminders. Customer shall be responsible for the reasonable costs Xxxx incurs when collecting overdue fees. In any event, all Taxes. If We are required fees must be paid prior to termination. g) Without limiting its other rights, if Customer fails to pay Taxes based on overdue payments after Xxxx has provided 2 delinquency notices and at least twenty days have passed since the Services provided under these Termsfirst notice, then such Taxes shall be billed Xxxx may suspend the Customer’s access to the SaaS. If payments are more than fifty days overdue, Xxxx may immediately terminate this Agreement, terminate the Subscription, and paid by Youdelete the Customer Data. If a deduction or withholding is required by lawIn the event of early termination of the Agreement under this Clause 6G, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section Customer shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (aa refund of any prepaid fees. h) All sums payable under this Agreement are exclusive of Value Added Tax, Sales Tax, Withholding Taxes, and any local taxes, levies, or duties which are to be paid by giving You thirty (30the Customer. Xxxx is responsible only for taxes based on Cora’s income and if Xxxx is obliged by law to pay taxes for which Customer is responsible under this clause, Xxxx may invoice this amount to Customer. i) days’ prior written notice The Customer may, at any time, increase the number of Users or upgrade the support services. The Customer is not permitted to reduce the number of Users. Any additional Users and/or additional capacity or functionality procured during the Subscription Term shall be coterminous with pre-existing Service and without liability to You, disable Your password, account will co-terminate with and access to all or part be prorated through the end date of the Cloud Service and We Subscription Term for the applicable Service. j) The Customer shall bear the cost of any travel, expenses or costs that may be under no obligation incurred by Xxxx to provide any or all the Services, save with the written consent of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in fullXxxx. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) 10.1 We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. 10.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; and (ii. ) charge You interest at the rate of 4% per annum above the base lending rate of the Bank of England or such other amount as may be provided by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). 10.3 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. 10.4 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. 6.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; and/or (ii. ) suspend the Professional Services until all payments due have been made in full. 6.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at 1% per month or lesser if such amount is required by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). 6.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. 6.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. 6.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, acc ount and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; and/or (ii. ) suspend the Professional Services until all payments due have been made in full. 6.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). 6.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. 6.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. ii. 6.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid. 6.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at 1% per month or lesser if such amount is required by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). 6.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. 6.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) 10.1 We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. 10.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; or (ii. ) suspend the Professional Services until all payments due have been made in full. 10.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 4% per annum above the base lending rate of De Nederlandsche Bank or such other amount as may be provided by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). 10.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. 10.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your You shall pay all fees specified in all order forms and/or statements of work hereunder (hereinafter referred to as “Order is directly with Celonis, Form”). Except as otherwise specified herein or in an Order Form, (ai) We will invoice the Subscription Fees annually in advance; fees are based on services purchased and not actual usage, (bii) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. ii. The Subscription Fees payment obligations are non-refundable cancelable and do fees paid are non-refundable, and (iii) the number and level of subscriptions purchased cannot include Taxes be decreased during the relevant subscription term stated on the Order Form. You will provide Q Point with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Q Point. If you provide credit card information to Q Point, You authorize Q Point to charge such credit card for all services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Q Point will invoice you in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for all Taxesproviding complete and accurate billing and contact information to Q Point and notifying Q Point of any changes to such information. If We are required to pay Taxes based on the Services provided any amount owed by you under these Terms, then such Taxes shall be billed to and paid by You. If a deduction this or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other agreement for the Service is 30 or more days overdue (or 10 or more days overdue in the case of amounts you have authorized Us to charge to your credit card), Q Point may, without limiting Q Point’s other rights We may haveand remedies, if We have not received payment for any overdue invoiceaccelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of suspend the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any until such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made amounts are paid in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest Q Point will give you at the rate of 1% per month or lesser if such amount least 7 days prior notice that your account is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.overdue

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. You shall have the right to set-off claims against Our claims only where Your claims are undisputed by Us or have been finally decided upon. ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Once the due date for the respective Subscriptions Fees has passed, We can claim default interest at the statutory rate. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. Unless otherwise agreed between You and Us, if You are renewing directly with Celonis a Subscription originally purchased through an Authorized Reseller, then the Subscription Fees for Your initial Renewal Term with Us will be at Our then-prevailing Subscription Fees for the subject Cloud Service. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your 5.1 The fees payable under each Order is directly Form will be set out in that Order Form. All fees quoted are exclusive of value added tax and any other sales tax which you will pay in addition upon receipt of a valid tax invoice. 5.2 You will pay all fees due under each Order Form to us in accordance with Celonis, (a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the Order, all payments are due this clause 5 in full without deduction or deduction, withholding, set-off or counterclaim. 5.3 You understand and agree to the terms of our Credits Policy and agree that: 5.3.1 the Platform Fee and Credit Level Fee: 5.3.1.1 are based on the allowed usage contracted in the form of Licensed Capacity under the applicable Order Form and not on your actual usage; 5.3.1.2 will be automatically recurring on an annual basis for the duration of the Term; 5.3.1.3 are non-cancellable and non-refundable including where you have purchased Credits which have not been placed during the Term; 5.3.2 you have committed to the Licensed Capacity provided in the Order Form for the duration of the Term and that you must purchase additional Licensed Capacity in the event and at the time your actual use exceeds the agreed Licensed Capacity; and 5.3.3 any Credits which you have purchased but have not placed in the 12-month period following that purchase will not be capable of being placed or “rolled” over to the next 12-month period of the Term and will be extinguished with no right to a refund or credit. 5.4 The Platform Fee and Credit Level Fee will be due on the Effective Date and annually thereafter on each anniversary of the Effective Date for the duration of the Term, unless otherwise stated in the relevant Order Form. 5.5 With effect from each Review Date the Platform Fee and Credit Level Fee will be adjusted by a percentage equal to the percentage increase in the level of the Index calculated by comparing the last published Index figure before the Review Date and the last published Index figure before the previous Review Date (or, in the case of the first Review Date, the last published Index figure before the Effective Date). 5.6 You may increase your Licensed Capacity at any time during the Term by entering into a new Order Form with us. Any such new Order Form which increases your Licensed Capacity will run coterminous with the Order Form that contains your initial Licensed Capacity unless otherwise stated in the relevant Order Form. 5.7 The fees for any Service Add-ons will be a one-off fixed fee as set out in the Order Form and will be due and payable on the Effective Date of such Order Form. 5.8 Each invoice will be payable by you within 30 (thirty) days of following the date of Our on which the invoice is issued or otherwise when due in accordance with this Agreement. All payments will be made in available cleared funds by electronic transfer in the currency and to the bank account set out in such invoice. ii. The Subscription Fees are non-refundable and do 5.9 If any sum payable under this Agreement or any Order Form is not include Taxes and You are responsible paid on or before the due date for all Taxes. If We are required to pay Taxes based on the Services provided under these Termspayment, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and we will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You you interest on that sum at the rate of 15% per month or lesser if such amount is required by applicable law on any overdue sums annum above the base lending rate from time to time of Barclays Bank plc from the due date until the date of receipt of payment by Us (inclusivewhether before or after judgment), such interest to accrue on a daily basis. v. We shall 5.10 If you fail to make any payment due to us under this Agreement or an Order Form on or before the due date, we will be entitled to: 5.10.1 suspend performance of our obligations owed to adjust you under that Order Form; and/or 5.10.2 suspend your and any User’s access to all or any part of the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%Software until payment of all overdue sums has been made and cleared in full. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where The fees you are obligated to pay and the manner of payment are set forth in the Order for the Services. If your Order is directly with Celonis, APEX, you agree to pay us all applicable fees in full, without deduction or setoff of any kind, in the currency outlined in the Order within thirty (a30) We will days of the invoice the Subscription date. Fees are payable annually in advance; and (b) unless otherwise agreed upon in the first invoice will coincide with the Order, all payments 's effective date. We offer our Services on an annual subscription basis; you cannot terminate any Order for your convenience during the applicable subscription term. Amounts payable under this Agreement are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. iinonrefundable. The Subscription Fees are non-refundable and If you do not include Taxes pay us on time, in addition to any other rights we may have at law or in equity (including, without limitation, our rights to suspend your access to the Service), we reserve the right to charge you interest on past due amounts at 1.5% per month or the highest interest rate allowed by law, whichever is less, and to additionally charge all expenses of recovery. All payments required by this Agreement are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes, goods and services taxes, excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively, “Taxes”). You are responsible for and bear Taxes associated with the purchase of, payment for, access to, or use of the Services. Each party is responsible for and shall bear Taxes imposed on its net income. The purpose of this subsection is to preserve the payments to us from being reduced because of withholding taxes, duties, and other taxes and assessments that may be imposed by a jurisdiction in which you operate or are otherwise subject to taxation. In the future, we reserve the right to require payment of fees for certain or all Taxesaspects of the Service, change prices, or institute new charges upon notice to you, which may be emailed or posted on the Service. Upon such notification, your continued use of the Service constitutes your acceptance of any new or increased charges. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If your Order is through a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive Reseller’s payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscriptionterms shall apply.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the OrderExcept as expressly stated herein, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. ii. The Subscription Fees are non-refundable and do not include Taxes and refundable. Where Your Order is directly with Xxxxxxx, You shall pay Us the fees agreed in the applicable Order in accordance with the terms specified therein. Where you have ordered via an Authorized Reseller, You shall pay the fees agreed with such Authorized Reseller. If You use the Celonis Materials in excess of the scope of this Agreement or the applicable Order, You shall pay all Fees attributable to such overuse in accordance with Our then-current price list. You are responsible for paying, and will be invoiced for, any fees or charges associated with Our use of Your vendor registration or payment processing tool(s). 6.2 If, in good faith, You dispute the accuracy of any portion of Our invoice, then You shall pay all undisputed portions of the invoice when due, but may withhold any portion that is disputed provided You provide Us with written notice of such dispute prior to the invoice due date and use commercially reasonable efforts to resolve the dispute promptly. 6.3 Unless otherwise specified in the applicable Order, all fees for the Services exclude any direct or indirect taxes, levies, duties, or similar governmental assessments, including without limitation, any sales, use, value-added, withholding, or similar taxes (“Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder directly to the taxing authority. As an exception to the foregoing, if We have the legal obligation to pay or collect Taxes for which You are responsible under this Section, the appropriate amount shall be included as a line-item on Your invoice and will be payable by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. If We are required to pay Taxes based on the Services provided under these Terms, then any such Taxes shall be billed to and paid by You. If a withholding or deduction or withholding is required by law, You shall pay Us such additional amount and amount(s) as will ensure that We receive the net same total amount received by Us equals the full amount which that We would have received if no such withholding or deduction had the deduction or withholding not been required. This Section shall not apply to Taxes We are solely responsible for taxes based on upon Our net income, assets, payroll, property, and employees. iii. 6.4 Without prejudice to any other rights We may have, if any undisputed invoice is not paid by its due date, or if We verify that You have not received payment for any overdue invoicepaid an Authorized Reseller in accordance with the relevant partner agreement, We shall be entitled to (a) disable Your access to that part of the Services affected by giving You Your non-payment upon thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in fullthereof. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) 10.1 We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. 10.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; or (ii. ) suspend the Professional Services until all payments due have been made in full. 10.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 12% per annum or the lesser amount as required by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). 10.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. 10.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where 8.1 Some of our services are free upon registration. If you purchase any goods or services through our supplier framework contracts, we will receive commission income from the suppliers for your Order is directly use of our framework contracts with Celonis, (a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoicethem. ii8.2 Subscription fees are charged and payable in advance according to your applicable subscription plan. Details of our plans and prices and the ways you can pay are available at the point of subscription. 8.3 Our subscription fees are in pounds sterling (£) (GBP) and, unless stated otherwise, are exclusive of VAT, sales or other taxes that may apply from time to time. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for subscription can be provided to all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by YouWSA members at an agreed day rate of £649 excluding VAT (Value Added Tax). If a deduction or withholding WSA member is required by lawa registered user of the WSA/2buy2 portal, then a discount of 10% shall be applied to the day rate. The day rate will be subject to an annual increase each September, which will be in line with the RPI (retail price index) rate for the previous quarter. 8.4 You shall pay such additional amount and will be charged once we have approved your application for your preferred subscription service plan. It is your responsibility to ensure that you have provided us with complete and accurate billing information for paying the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been requiredagreed service fees. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice retain your billing information and without liability use it to Youtake payment from you as and when fees become due, disable Your password, account and access to all or part on renewal of your subscription service in accordance with clause 6.4. 8.5 Time of payment is of the Cloud Service and We shall be under no obligation essence. If you fail to provide any pay the subscription fees or all if we are unable to take payment using the billing information you have provided by the applicable due date, then: we may, without limiting our other rights, charge interest on such sums at 4% a year above the base rate of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made Bank of England from time to time in full. iv. Without prejudice to any other rights We may haveforce, if We have not received payment for any overdue invoices, We may charge You and interest at the rate of 1% per month or lesser if such amount is required by applicable law shall accrue on any overdue sums a daily basis and apply from the due date for payment until the date of receipt of actual payment by Us (inclusive)in full, whether before or after judgment. v. We 8.6 If you amend and/or upgrade your subscription services and/or your Account we shall be entitled to adjust charge you additional fees relating to any new or upgraded Services that you have signed up to receive, for example if you have extended your subscription service to cover more sites. Any change to your applicable subscription fees shall take effect immediately from the Subscription Fees time of your upgrade or amendment (as applicable) and we shall be entitled to take or receive payment accordingly in accordance with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%this clause 8. 6.2 If Your Subscription 8.7 We will do all that we reasonably can to ensure that all of the information you give us when paying for Services is purchased through an Authorized Resellersecure. However, We may, upon written notice, suspend Your right to use the Subscription in the event We fail absence of negligence on our part, we will not be legally responsible to receive payment you for such Subscription or We confirm any loss that You have not paid the Authorized Reseller for such Subscriptionyou may suffer if a third -party gains unauthorised access to any information that you give us.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. 6.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; and/or (ii. ) suspend the Professional Services until all payments due have been made in full. 6.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or such other amount as may be provided by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). 6.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. 6.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) We With the exception of any free Trial, or where otherwise explicitly noted, You are required to pay a fee for the right to access and use a Cloud Service. You must pay for Your usage through one of the following methods of payment: (i) if You have purchased Your Subscription through a cloud service provider marketplace, billing of Your account with such cloud service provider (“Marketplace Billing”), (ii) payment of an applicable invoice You receive from Elastic for amounts owed, or (iii) payment using a valid credit card, which You must provide with a name and address to Elastic's payment processor. You are responsible for keeping Your payment details up to date. Your fees will invoice be based on the Subscription Fees annually resource metric (“Resources”) by which the applicable Cloud Service is billed as identified on the applicable Cloud Service description, registration, or pricing page(s) that are presented to You prior to purchase, or otherwise at the then-current list price for such Resources. You agree to pay for the Resources You use on a monthly basis in advance; arrears. Except as otherwise expressly provided in this Agreement, any and all payments You make pursuant to this Agreement are non-refundable, and all commitments to make any payments hereunder are non-cancellable. Elastic reserves the right to require up-front payment for some features or functions of a Cloud Service. Payments will be made without right of set-off or chargeback. (b) unless otherwise agreed All fees are exclusive of any applicable sales, use, value added and excise taxes levied upon in the Order, all payments are due in full without deduction delivery or set-off within 30 (thirty) days use of the date taxable components, if any, of Our invoice. iiany Subscription You purchase under this Agreement (collectively, “Taxes”). The Subscription Fees are non-refundable and Taxes do not include Taxes any taxes on the net income of Elastic or any of its affiliates. Unless You qualify for a jurisdictional value added/sales/use/excise or similar tax exemption and provide Elastic with all necessary documentation Elastic may require (e.g., a valid exemption certificate or Direct Pay Permit), and provided that Elastic separately states any such taxes in the applicable invoice, You are will pay and be solely responsible for all Taxes. If We You are required by any foreign governmental authority to pay Taxes based on deduct or withhold any portion of the amount invoiced for the delivery or use of a Cloud Service or the Support Services provided under these Termsthis Agreement, then such Taxes shall be billed to and paid by You. If a deduction or withholding (i) if Your transaction is required by lawdirectly with Elastic, You shall pay such additional increase the sum paid to Elastic by an amount necessary for the total payment to Elastic equal to the amount originally invoiced or billed, and will ensure that (ii) if Your transaction is conducted through a cloud service provider marketplace, You agree to remit a receipt of taxes withheld to Elastic within ninety (90) days of the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our incomeremittance. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (ac) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all Late payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You will bear interest at the rate of 1% per month (or lesser the highest rate permitted by law, if less). You are responsible for paying all reasonable expenses and attorneys’ fees that Elastic incurs in connection with collecting unpaid amounts that are past due. Elastic reserves the right to terminate your right to access and use a Cloud Service for failure to timely pay amounts due. In order to dispute any amount billed to you for your use of a Cloud Service, you must do so within ten (10) days of being billed for such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive)amounts, or you will be deemed to have waived your right to dispute such amounts. v. We shall (d) You acknowledge and agree that any credit card and related billing and payment information that you provide to Elastic may be entitled to adjust the Subscription Fees shared by Elastic with effect from Your next Renewal Term. Where We increase the Subscription Feescompanies who work on Elastic's behalf, such increase as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Elastic and servicing your Account. Elastic shall not exceed 7%be liable for any use or disclosure of such information by such third parties. 6.2 If Your Subscription is purchased (e) Elastic may change its fees and payment policies at any time, provided that such changes will apply upon the start of the next billing cycle. Changes to the fees or payment policies will be communicated via the applicable Cloud Service and/or through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscriptionany of our established communication channels.

Fees and Payment. 6.1 Where your Order 5.1 All Fees applicable to this Agreement and payable to BPE by the Client under this Agreement (in respect of Temporary Placements and otherwise) are set out in this clause 5 and the Fees Schedule and shall be paid by the Client to BPE in accordance with the terms of this Agreement. 5.2 If the Temporary Placement is directly with Celonis,extended the Client acknowledges and agrees that (i) BPE shall have the right to increase the Fee; and (ii) the Fees shall be payable on each extension of the Temporary Placement. 5.3 BPE shall have the right to increase the Fees during a Temporary Placement and the Client shall be obliged to pay an increased Fee or additional sums in the following circumstances: (a) We will invoice if in BPE’s reasonable opinion the Subscription Fees annually in advance; and original job specification/list of services for the Temporary Worker to perform is added to and/or more responsibility is given to the Temporary Worker; (b) unless otherwise agreed upon every six months from the beginning of the Commencement Date; (c) if any statutory legislation comes into force or any changes to interpretation or implementation of the law, which affects the amount that BPE is required to pay with respect to the Temporary Worker including (but not limited to) National Insurance contributions, tax, pension costs, holiday pay costs, any other payments, deductions or statutory liability of BPE (including pursuant to the AWR) if applicable; (d) if in BPE’s reasonable opinion any Temporary Worker is eligible for and/or has not received equivalent Basic Working and Employment Conditions (including without limitation any overtime pay, bonus, commission, holiday pay or other payment). in the Orderabove circumstances BPE will notify the Client in writing of any increase in the Fees or additional payments due from the Client in order to meet its obligations. 5.4 For the avoidance of doubt, all payments are in the event that there is a change in interpretation or implementation of the law regarding the calculation of holiday pay, which results in BPE being required to pay to the Temporary Worker (other than Contractors) additional monies to compensate for previously incorrectly calculated holiday pay, BPE shall be entitled to invoice the Client for such sums and the Client shall be obliged to pay such additional sums to BPE plus VAT. 5.5 BPE will render invoices to the Client monthly in arrears which shall be paid by the Client no later than 14 days from the date of such invoice. All invoices will be deemed to be accepted in full by the Client unless the Client notifies BPE in writing within five days of the amount the Client disputes and the reason the Client disputes that amount. In the event the Client does so notify BPE that it wishes to dispute part of an invoice, the Client shall pay the undisputed part of the invoice within the agreed payment terms and shall co-operate fully with BPE in order to resolve the dispute as quickly as possible. 5.6 All sums due from the Client to BPE shall be paid in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Termsany set off, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction whatsoever including for or on account of any taxes or other duties (including without limitation any withholding not been required. This Section shall not apply to Taxes based on Our incometaxes). iii. 5.7 Without prejudice to any other rights We it may haveexercise in the event of a breach of clause 5 by the Client, if We have not received payment for any overdue invoice, We BPE shall be entitled to to: (a) by giving You thirty charge the Client interest in respect of any amount outstanding after the due date for payment (30both before and after any judgment) days’ prior written notice from the date of invoice up to and without liability to You, disable Your password, account and access to all or part including the day of payment at the Cloud Service and We shall be under no obligation to provide any or all rate of the Cloud Service while any such invoice remains unpaid; and/or 2% per calendar month; (b) suspend Professional or withdraw the delivery of the Services until all payments due have been made in fullwithout prior notice to the Client; and (c) terminate with immediate effect each and every Temporary Placement concluded under this Agreement between the Client and BPE. iv5.8 In the event that the Client is late in making any payment due to BPE under this Agreement, this shall constitute a material breach of the Agreement for the purposes of clause 10. 5.9 The Fees are exclusive of UK taxes and VAT will be added at the prevailing rate (currently 20%). 5.10 If BPE provides any advertising services for or on behalf of the Client, all agreed advertising, promotion and related costs and expenses incurred by BPE will become immediately payable by the Client to BPE upon BPE providing evidence of such costs being incurred. 5.11 The Client shall reimburse BPE for all expenses incurred by BPE in delivering the Services, as agreed between BPE and the Client from time to time in writing. 5.12 The Client shall reimburse BPE for any and all sums which BPE is obliged to pay to a pregnant Temporary Worker pursuant to the AWR. 5.13 BPE shall notify the Client within 14 days of it being notified by the Temporary Worker who is performing the Temporary Placement that she is pregnant. Without prejudice The Client will perform a risk assessment on such Temporary Worker and make any subsequent reasonable adjustments. If the Temporary Placement is terminated as a result of the Temporary Worker’s pregnancy and/or on maternity grounds for health and safety reasons, BPE will use its reasonable endeavours to any find other rights We may havesuitable alternative work for such Temporary Worker. In the event that: (a) such replacement work pays the Temporary Worker a lower remuneration than the terminated Temporary Placement, if We the additional cost of the difference in remuneration between the terminated Temporary Placement and the replacement work will be borne by the Client; or (b) BPE cannot find suitable alternative work for such Temporary Worker, and such Temporary Worker is entitled to remuneration in accordance with Section 68C of the ERA, the Client will pay BPE the full amount of remuneration that such Temporary Worker is entitled to as a result of complying with Section 68C of the ERA within 14 days of the Temporary Placement being terminated. 5.14 With regards to Candidates or Temporary Workers who have not received payment for expressly opted out of the Regulations, the Client may, provided it first informs BPE in writing, offer to Engage the Candidate or Temporary Worker at any overdue invoicestime, We may charge You interest at directly or indirectly (including via another employment business), upon paying a transfer fee to BPE, calculated in accordance with clause 5.16 below ("Transfer Fee"). However a Transfer Fee shall not be payable if: (a) the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums Engagement commences after the later of: (i) 14 weeks from the due date until Introduction; and (ii) 8 weeks after the date of receipt the completion of payment the Temporary Placement (the "Minimum Time"); or (b) before the expiry of the Minimum Time the Client gives BPE 12 months’ written notice of the start of the Engagement (the "Extended Hire Period") and the Client continues the Temporary Placement via BPE for the duration of the Extended Hire Period. 5.15 If the Client Engages a Candidate or Temporary Worker who is a Contractor and has expressly opted out of the Regulations, directly or indirectly (including via another employment business) at any time between the date of Introduction and the later of the 12 months following the Introduction and the 12 months following the last day of the Temporary Worker’s Temporary Placement, it shall pay BPE a Transfer Fee as per clause 5.16. 5.16 The Transfer Fee shall be calculated with reference to the Engagement Fee percentage set out in the Fees Schedule and the Remuneration (if unknown, the Estimated Remuneration), offered to the Candidate or Temporary Worker. 5.17 If the Client elects for an Extended Period of Hire, as set out in clause 5.14(b) above, but before the end of such period Engages the Temporary Worker either directly or indirectly (pursuant to being supplied by Us another employment business) or if the Temporary Worker chooses not to be supplied for the Extended Period of Hire, the Transfer Fee may be charged to the Client but any sum already paid by the Client to BPE for any part of the Extended Hire Period already undertaken by the Temporary Worker shall be deducted. 5.18 The Client warrants that it shall not make any Unauthorised Referrals. The Client agrees that in the event it does and any such referral leads to an Engagement by any other person, firm, organisation or corporation within: (inclusivea) the Restricted Period, for the purposes of those Candidates/Temporary Workers who have not expressly opted out of the Regulations; or (b) the later of 12 months from the date of the Introduction and 12 months from the expiry of the Temporary Placement, for the purposes of those Candidates/Temporary Workers who have expressly opted out of the Regulations, the Client shall in each case be liable to pay BPE the Transfer Fee set out at clause 5.16 with respect to the Remuneration (or if unknown, the Estimated Remuneration) offered to the Candidate or Temporary Worker by such other person, firm, organisation or corporation (which includes but is not limited to another member of the Client Group). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase 5.19 BPE shall not exceed 7%.refund the Client the Transfer Fee in 6.2 If Your Subscription is purchased through The Client agrees and acknowledges that: (a) it shall provide accurate and up-to-date information to BPE on an Authorized Reselleron-going basis in relation to the Basic Working and Employment Conditions of comparable employees of the Client so as to ensure that the remuneration paid by BPE to the Temporary Worker for the Temporary Placement complies with AWR; (b) it shall provide BPE with information on how they calculate holiday pay for comparable employees of the Client; (c) it shall complete the Questionnaire, We may, to the satisfaction of BPE and return it to BPE within 2 working days of receipt; and (d) it shall promptly notify BPE in writing upon written notice, suspend Your right to use the Subscription any changes in the event We fail to receive payment for such Subscription Basic Working and Employment Conditions (including without limitation any pay reviews, bonus payments or We confirm that You have not paid the Authorized Reseller for such Subscriptionincreased holidays).

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. You shall have the right to set-off claims against Our claims only where Your claims are undisputed by Us or have been finally decided upon. ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Once the due date for the respective Subscriptions Fees has passed, We can claim default interest at the statutory rate. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. Unless otherwise agreed between You and Us, if You are renewing directly with Celonis a Subscription originally purchased through an Authorized Reseller, then the Subscription Fees for Your initial Renewal Term with Us will be at Our then-prevailing Subscription Fees for the subject Cloud Service. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Except as expressly stated herein, Subscription Fees are non-refundable. Where your Order is directly with Celonis, (a) We will invoice Xxxxxxx, You shall pay Us the Subscription Fees annually in advance; and (b) unless otherwise fees agreed upon in the applicable Order, all payments are due Your Celonis Cloud Services environment or other online platform in full without deduction or set-off within 30 (thirty) days accordance with the terms specified therein. Where you have ordered via an Authorized Reseller, You shall pay the fees agreed with such Authorized Reseller. 6.2 If, in good faith, You dispute the accuracy of the date any portion of Our invoice, then You shall pay all undisputed portions of the invoice when due, but may withhold any portion that is disputed provided You provide Us with written notice of such dispute at least 10 days prior to the invoice due date and use commercially reasonable efforts to resolve the dispute promptly. ii6.3 Unless otherwise specified in the applicable Order Form, all fees for the Services exclude any direct or indirect taxes, levies, duties, or similar governmental assessments, including without limitation, any sales, use, value-added, withholding, or similar taxes (“Taxes”). The Subscription Fees are non-refundable and do not include Taxes and You are responsible for paying all TaxesTaxes associated with Your purchases hereunder directly to the taxing authority. As an exception to the foregoing, if We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be included as a line-item on Your invoice and will be payable by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. If We are required to pay Taxes based on the Services provided under these Terms, then any such Taxes shall be billed to and paid by You. If a withholding or deduction or withholding is required by law, You shall pay Us such additional amount and amount(s) as will ensure that We receive the net same total amount received by Us equals the full amount which that We would have received if no such withholding or deduction had the deduction or withholding not been required. This Section shall not apply to Taxes We are solely responsible for taxes based on Our upon our net income, assets, payroll, property, and employees. iii. 6.4 Without prejudice to any other rights We may have, if any undisputed invoice is not paid by its due date, or if We verify that You have not received payment for any overdue invoicepaid an Authorized Reseller in accordance with the relevant partner agreement, We shall be entitled to (a) disable Your access to that part of the Services affected by giving You Your non-payment upon thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in fullthereof. iv5.1 Diese Ziffer gilt, wenn und insofern wir Ihnen Non-Celonis- Applications, Proof of Value Projekte, Customer Value Ressourcen oder unentgeltliche Dienste (zusammenfassend "Zusätzliche Services") zur Verfügung stellen. Without prejudice to any other rights We may haveIm Falle eines Widerspruchs zwischen dieser Ziffer und einem anderen Teil dieses Vertrags ist diese Ziffer maßgebend. Unter bestimmten Umständen unterliegen Zusätzliche Services den im Auftrag, if We have not received payment for any overdue invoicesin der Metrikdefinition oder in der Dokumentation angegebenen Einschränkungen. Im Falle einer Nutzung, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive)die gewisse Grenzen überschreitet, könnens Kosten entstehen. v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term5.2 Sofern im jeweiligen Auftrag nicht ausdrücklich anders vereinbart, können wir Ihren Zugang zu xxxxx Zusätzlichen Services (oder Teilen davon) jederzeit aus beliebigem Xxxxx und ohne Haftung jeglicher Art schriftlich kündigen. Where We increase the Subscription FeesNach einer solchen Kündigung wird Ihnen angemessene Gelegenheit gegeben, such increase shall not exceed 7%Ihre Kundendaten abzurufen. 6.2 If Your Subscription is purchased through an Authorized Reseller5.3 Ihre Nutzung von oder Ihr Zugriff auf Non-Celonis- Applications, We mayeinschließlich, upon written noticeaber nicht beschränkt auf (i) alle Bedingungen oder Metriken, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscriptiondie für eine solche Nutzung oder Zugriff gelten, und (ii) jeglichen Datenaustausch zwischen Ihnen und einem Anbieter von Non-Celonis-Applications, erfolgt ausschließlich zwischen Ihnen und dem jeweiligen Anbieter. Wir sind weder Partei, noch haften wir für Ihre Nutzung von oder Ihren Zugang zu einer Non-Celonis-Applications, Ihren Datenaustausch mit dritten Parteien oder Ihre Einhaltung der Bedingungen gegenüber solchen dritten Parteien. 5.4 UNGEACHTET ANDERSLAUTENDER BESTIMMUNGEN IN DIESEM VERTRAG (EINSCHLIESSLICH ALLER ANHÄNGE ODER ERGÄNZUNGEN ZU DEMSELBEN) ODER IN EINEM AUFTRAG WERDEN DIE ZUSÄTZLICHEN SERVICES "AS-IS" ERBRACHT OHNE JEGLICHE GARANTIE, WEDER AUSDRÜCKLICH NOCH STILLSCHWEIGEND. DAS SERVICE-LEVEL-AGREEMENT GILT NICHT FÜR ZUSÄTZLICHE SERVICES UND FÜR DIESE WIRD KEIN SUPPORT GELEISTET. IN BEZUG AUF DIE ZUSÄTZLICHEN SERVICES TRIFFT UNS KEINE FREISTELLUNGSVERPFLICHTUNG ODER HAFTUNG JEGLICHER ART ZU (UNABHÄNGIG DAVON, OB DIESE DURCH VERTRAGSBRUCH, UNERLAUBTE HANDLUNGEN ODER ANDERWEITIG ENTSTEHEN). WO EIN SOLCHER HAFTUNGSAUSSCHLUSS NACH GELTENDEM RECHT NICHT ZULÄSSIG IST, BETRÄGT UNSERE GESAMTHAFTUNG MAXIMAL 1.000,00 USD, DIE VON DEN PARTEIEN ALS ANGEMESSENER, FAIRER BETRAG AKZEPTIERT WIRD.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) 10.1 We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. 10.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; and (ii. ) charge You interest at the rate of 4% per annum above the base lending rate of De Nederlandsche Bank or such other amount as may be provided by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). 10.3 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. 10.4 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where You will pay the fees for the Service subscription and other services selected by you at the time and on the terms specified in your Order is Agreement Package. You authorize Inspected (either directly or through its third party payment processor) to charge the credit card identified by you (which you represent and warrant that you are authorized to use) or to process an ACH payment from the account(s) identified by you (which you represent and warrant that you are authorized to use) for all applicable fees for your subscription in US dollars, including all applicable taxes. If Inspected does not receive payment from your credit card provider or by means of our ACH transfer or otherwise as agreed, you agree to pay all amounts due upon demand, in US dollars, and Inspected may suspend your access to the Service. All sales are final and Inspected will not issue refunds except as expressly provided in this Agreement. You will promptly reimburse Inspected for any costs incurred in connection with Celonis, collection of past-due amounts, including attorneys’ fees, and Inspected may, as a result of late payment, among other remedies available to it, discontinue its provision of the Service to you in accordance with this Agreement. If you agreed to purchase a minimum number of Inspector licenses as part of registering for the Services (a) We will invoice the Subscription Fees annually in advance; “Minimum License Level”), you must pay for at least that number of licenses during the applicable term. Additional licenses may be purchased at the same pricing during the term, with fees prorated for partial months, and (b) unless otherwise agreed upon you may make adjustments in the Orderactual number of licenses from time to time, all payments are due in full without deduction provided that you must always purchase a number of licenses equal to or set-off within 30 (thirty) days greater than the Minimum License Level. Monthly billing will be based upon the number of users at the beginning of the date of Our invoice. iiperiod, plus prorated billing for any added users and without reduction for users removed during the period. The Subscription Fees All fees paid hereunder are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our incomenon- recoupable. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis,a. Except as otherwise specified herein or elsewhere on the Sites, fees are based on Services purchased but not actual Usage. (a) We will invoice the Subscription Fees annually in advance; and (b) unless b. Except as set forth herein, Caslon does not accept any returns or provide any refunds of any Services of any kind for any reason. c. Unless otherwise agreed upon in by Caslon, You will provide Caslon with valid and updated credit card information through the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. iiSites. The Subscription Fees are non-refundable and do not include Taxes and You authorize Caslon to charge your credit card for any Services you purchase. You are responsible for all Taxes. providing complete and accurate billing and contact information to Caslon and notifying us of any changes to such information. d. You are solely responsible for any overdraft, returned check, or other bank fees associated with non-payment or credit card rejection for any reason. e. If We are required to pay Taxes based on any amount owing by You under this or any other agreement for our Services is fifteen (15) or more days overdue, Caslon may, without limiting our other rights and remedies, suspend the Services provided under these Terms, then to You until such Taxes shall be billed to and amounts are paid by Youin full. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to User’s suspension for non-payment of any other rights We may have, if We have not received payment amounts continues for any overdue invoice, We shall be entitled to (a) by giving You a period of thirty (30) additional days’ prior written notice and without liability to You, disable Your password, account and the User’s access to the Sites and Service shall automatically be terminated. f. Unless otherwise specified or agreed by Caslon, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all or part of Taxes associated with Your purchases hereunder. If Caslon has the Cloud Service and We shall be under no legal obligation to pay or collect Taxes for which You are responsible, we will invoice You and You will pay that amount unless You provide any or all of Caslon with a valid tax exemption certificate authorized by the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in fullappropriate taxing authority. iv. Without prejudice to g. You agree that Your purchases are not contingent on the delivery of any other rights We may havefuture functionality or content, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law dependent on any overdue sums from the due date until the date of receipt of payment oral or written public comments made by Us (inclusive)Caslon regarding future functionality or content. v. We shall h. Caslon may make available products and services for purchase through the Sites, and Caslon may use third-party suppliers and service providers to enable e-commerce functionality on the Sites. If You wish to purchase any Services or Caslon Content from Caslon through the Sites, You will be entitled responsible for providing a credit card number and other associated information to adjust facilitate the Subscription Fees with effect from processing of Your next Renewal Termorder. Where We increase By submitting such information, You grant to Caslon the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use provide such information to third parties for purposes of facilitating the Subscription in completion of Your order and any related transactions initiated by You or on Your behalf. Verification of information may be required prior to the event We fail to receive payment for such Subscription acknowledgement or We confirm that You have not paid the Authorized Reseller for such Subscriptioncompletion of any orders or related transactions.

Fees and Payment. 6.1 Except as expressly stated herein, the fees are non-refundable. Where your Order is directly with Celonis, (a) We will invoice Lenses, You shall pay Us the Subscription Fees annually in advance; and (b) unless otherwise fees agreed upon in the applicable Order, all payments are due in full without deduction or set-off within 30 (thirty) days accordance with the terms specified therein. Where you have ordered via an Authorized Reseller, You shall pay the fees agreed with such Authorized Reseller. If You use the Lenses Materials in excess of the date scope of this Agreement or the applicable Order, You shall pay all Fees attributable to such overuse in accordance with Our invoice. iithen-current price list. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for paying, and will be invoiced for, any fees or charges associated with using Your vendor registration or payment processing tool(s). 6.2 If, in good faith, You dispute the accuracy of any portion of Our invoice, then You shall pay all undisputed portions of the invoice when due, but may withhold any portion that is disputed provided You provide Us with written notice of such dispute at least 10 days prior to the invoice due date and use commercially reasonable efforts to resolve the dispute promptly. 6.3 Unless otherwise specified in the applicable Order, Our fees exclude any direct or indirect taxes, levies, duties, or similar governmental assessments, including without limitation, any sales, use, value-added, withholding, or similar taxes (“Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder directly to the taxing authority. As an exception to the foregoing, if We have the legal obligation to pay or collect Taxes for which You are responsible under this Section, the appropriate amount shall be included as a line-item on Your invoice and will be payable by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. If We are required to pay Taxes based on the Services provided under these Terms, then any such Taxes shall be billed to and paid by You. If a withholding or deduction or withholding is required by law, You shall pay Us such additional amount and amount(s) as will ensure that We receive the net same total amount received by Us equals the full amount which that We would have received if no such withholding or deduction had the deduction or withholding not been required. This Section shall not apply to Taxes We are solely responsible for taxes based on Our upon our net income, assets, payroll, property, and employees. iii. 6.4 Without prejudice to any other rights We may have, if any undisputed invoice is not paid by its due date, or if We verify that You have not received payment for any overdue invoicepaid an Authorized Reseller in accordance with the relevant partner agreement, We shall be entitled to (a) by giving You terminate Your license to use the Software upon thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in fullthereof. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your As consideration for the licenses and services provided by CloudFabrix hereunder, Licensee shall pay to CloudFabrix (or, where applicable, to CloudFabrix’s Reseller) fees in the amounts and according to the payment schedule set forth in each applicable Purchase Order and/or Statement of Work. The applicable fees (including any fees specified in a Purchase Order and/or Statement of Work) are payable within the period set out in the applicable invoice (and if no period is directly with Celonis, set out in the invoice, within thirty (30) days of the date on which Licensee receives the invoice). If Licensee fails to make any payment when due then, in addition to all other remedies that may be available to CloudFabrix: (a) We will invoice CloudFabrix (or, where applicable, CloudFabrix’s Reseller) may charge interest on the Subscription Fees annually in advancepast due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and (b) unless otherwise agreed upon in the Orderif such failure continues for fifteen (15) calendar days following written notice that such payment is past due, CloudFabrix may suspend any and all payments are license rights granted hereunder until all past due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. iiamount and interest thereon have been paid. The Subscription Fees remedies specified in this Section 6 are in addition to, and not in lieu of, CloudFabrix’s right to terminate this Agreement under Section 7. All fees are non-refundable cancelable and do non-refundable. CloudFabrix may, not include Taxes more than one time during any calendar year, increase its fees; provided that (x) it provides written notice to Licensee at least sixty (60) calendar days prior to the effective date of such increase, and You (y) any such fee increase shall not exceed the greater of five percent (5%) or any increase to the consumer price index (CPI) since the immediately preceding fee increase. All fees are responsible for all exclusive of any applicable taxes, levies, duties or similar government charges or assessments of any nature, including sales taxes, value-added taxes and withholding taxes (collectively, “Taxes”). If We are required CloudFabrix or its Reseller has a legal obligation to pay Taxes based on or collect Taxes, the Services provided under these Terms, then such Taxes appropriate amount shall be billed invoiced to and paid by You. If a deduction or withholding is required Licensee, unless Licensee provides CloudFabrix (and, where applicable, its Reseller) with an acceptable tax exemption certificate issued by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our incomeappropriate taxing authority. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly You understand and agree that fees applicable to the Services and those incurred in connection with Celonis, the Professional Services as set forth in the applicable Statement of Work. All fees are quoted in United States dollars. Certain Services carry subscription fees (a) We “Subscription Fees”). Subscription Fees will be due on an annual basis (the “Subscription Term”). Before the beginning of each Subscription Term during the term of this Agreement, Learnmetrics will invoice You (or, if You’ve provided a credit card number through Account Administration, will bill that credit card) for the applicable Subscription Fees due for the following Subscription Term. Invoices for Subscription Fees must be paid by the beginning of the Subscription Term or within thirty (30) days after Your receipt thereof, whichever is later. Fees annually for Professional Services shall be paid within thirty (30) days after Your receipt of an invoice therefor, or as otherwise set forth in advance; and (b) unless the applicable Statement of Work. Unless otherwise agreed upon by You and Learnmetrics in the Orderwriting, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. ii. The Subscription Fees fees are non-refundable and do not include Taxes and for any reason, including without limitation if this Agreement terminates prior to the end of a Subscription Term for which You have pre-paid Subscription Fees. All amounts due hereunder shall be paid in United S tates Dollars within the United States. Conversion of foreign currency to United States Dollars shall be made at the conversion rate existing in the United States (as reported in the Wall Street Journal) on the first working day of the calendar month during which the applicable payment is due. If the payment information You have provided is incorrect, incomplete, You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to late paying any other rights We may have, if We have not received payment for any overdue invoice, We or Learnmetrics is otherwise unable to complete a transaction or collect timely payment due to Your error or omission, any payment due hereunder that is so delayed shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You bear interest at the rate of one percent (1% %) per month or lesser if such amount is required the highest rate allowed by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive)law, whichever is less. v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the OrderExcept as expressly stated herein, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. ii. The Subscription Fees are non-refundable and do not include Taxes and refundable. Where Your Order is directly with Xxxxxxx, You shall pay Us the fees agreed in the applicable Order in accordance with the terms specified therein. Where you have ordered via an Authorized Reseller, You shall pay the fees agreed with such Authorized Reseller. If You use the Celonis Materials in excess of the scope of this Agreement or the applicable Order, You shall pay all Fees attributable to such overuse in accordance with Our then-current price list. You are responsible for paying, and will be invoiced for, any fees or charges associated with using Your vendor registration or payment processing tool(s). 6.2 If, in good faith, You dispute the accuracy of any portion of Our invoice, then You shall pay all undisputed portions of the invoice when due, but may withhold any portion that is disputed provided You provide Us with written notice of such dispute prior to the invoice due date and use commercially reasonable efforts to resolve the dispute promptly. 6.3 Unless otherwise specified in the applicable Order, all fees for the Services exclude any direct or indirect taxes, levies, duties, or similar governmental assessments, including without limitation, any sales, use, value-added, withholding, or similar taxes (“Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder directly to the taxing authority. As an exception to the foregoing, if We have the legal obligation to pay or collect Taxes for which You are responsible under this Section, the appropriate amount shall be included as a line-item on Your invoice and will be payable by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. If We are required to pay Taxes based on the Services provided under these Terms, then any such Taxes shall be billed to and paid by You. If a withholding or deduction or withholding is required by law, You shall pay Us such additional amount and amount(s) as will ensure that We receive the net same total amount received by Us equals the full amount which that We would have received if no such withholding or deduction had the deduction or withholding not been required. This Section shall not apply to Taxes We are solely responsible for taxes based on upon Our net income, assets, payroll, property, and employees. iii. 6.4 Without prejudice to any other rights We may have, if any undisputed invoice is not paid by its due date, or if We verify that You have not received payment for any overdue invoicepaid an Authorized Reseller in accordance with the relevant partner agreement, We shall be entitled to (a) disable Your access to that part of the Services affected by giving You Your non-payment upon thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in fullthereof. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your You agree to pay Us for Services provided and expenses incurred on the basis and at the rates specified in each Order Form, or if no rate is directly with Celonis, (a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the Orderspecified, all payments are due in full without deduction or setOur then-off within 30 (thirty) days of the date of Our invoice. iicurrent rate. The Subscription Fees All fees are non-refundable cancellable and do not include Taxes non-refundable. We reserve the right to change the rates, applicable charges and usage policies and to introduce new charges by providing You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) at least 30 days’ prior written notice and without liability to You, disable Your password, account and access to all or part (by email) of the Cloud Service change, but any such modifications will not apply until the start of your next renewal Subscription Term, unless there are new or additional Services ordered by You. Except as otherwise agreed in the applicable Order Form or as otherwise set forth on Your invoice, payment is due in advance, thirty (30) days after receipt of invoice and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. ivUS Dollars. Without prejudice You will pay all pre-approved reasonable travel and out- of-pocket expenses incurred by Us in connection with any Services rendered. If You are purchasing the Services through an authorized reseller, the reseller’s payment terms shall prevail. If You are paying by credit card, we reserve the right to verify credit card or debit card payments prior to accepting your Order Form. If You are paying by credit card, You hereby authorize Us to charge such credit card for all Services and any other rights We may haveitems listed on the applicable Order Form, if We have not received for the Subscription Term and any renewal term. You are responsible for promptly updating any changes to Your credit card or other payment for any overdue invoices, information. You understand We may charge You interest at the rate a late charge of 1% one and a half percent (1.5%) per month (or lesser if such amount is required part of a month), or the maximum lawful rate permitted by applicable law law, for any amounts not paid on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Termtime. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized ResellerFurthermore, We may, upon written notice, suspend Your reserve the right to suspend or terminate this Agreement and Your access to the Services if You do not fully pay Your invoices as they become due and payable. Fees are exclusive of taxes. You are responsible for the payment of all sales, use and similar taxes arising from or relating to the Subscription in the event We fail Services rendered hereunder, except for taxes related to receive payment for such Subscription Our net income and any taxes or We confirm that You have not paid the Authorized Reseller for such Subscriptionobligations imposed upon Us under federal, state and local wage laws.

Fees and Payment. 6.1 Except as expressly stated herein, Subscription Fees are non- refundable. Where your Your Order is directly with Celonis, (a) We will invoice Xxxxxxx, You shall pay Us the Subscription Fees annually in advance; and (b) unless otherwise fees agreed upon in the applicable Order in accordance with the terms specified therein. Where you have ordered via an Authorized Reseller, You shall pay the fees agreed with such Authorized Reseller. If You use the Celonis Materials in excess of the scope of this Agreement or the applicable Order, You shall pay all payments are due Fees attributable to such overuse in full without deduction or setaccordance with Our then-off within 30 (thirty) days of the date of Our invoice. iicurrent price list. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for paying, and will be invoiced for, any fees or charges associated with using Your vendor registration or payment processing tool(s). 6.2 If, in good faith, You dispute the accuracy of any portion of Our invoice, then You shall pay all undisputed portions of the invoice when due, but may withhold any portion that is disputed provided You provide Us with written notice of such dispute prior to the invoice due date and use commercially reasonable efforts to resolve the dispute promptly. 6.3 Unless otherwise specified in the applicable Order, all fees for the Services exclude any direct or indirect taxes, levies, duties, or similar governmental assessments, including without limitation, any sales, use, value-added, withholding, or similar taxes (“Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder directly to the taxing authority. As an exception to the foregoing, if We have the legal obligation to pay or collect Taxes for which You are responsible under this Section, the appropriate amount shall be included as a line-item on Your invoice and will be payable by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. If We are required to pay Taxes based on the Services provided under these Terms, then any such Taxes shall be billed to and paid by You. If a withholding or deduction or withholding is required by law, You shall pay Us such additional amount and amount(s) as will ensure that We receive the net same total amount received by Us equals the full amount which that We would have received if no such withholding or deduction had the deduction or withholding not been required. This Section shall not apply to Taxes We are solely responsible for taxes based on upon Our net income, assets, payroll, property, and employees. iii. 6.4 Without prejudice to any other rights We may have, if any undisputed invoice is not paid by its due date, or if We verify that You have not received payment for any overdue invoicepaid an Authorized Reseller in accordance with the relevant partner agreement, We shall be entitled to (a) disable Your access to that part of the Services affected by giving You Your non-payment upon thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in fullthereof. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order 5.1 All Fees applicable to this Agreement and payable to BPE by the Client under this Agreement (in respect of Temporary Placements and otherwise) are set out in this clause 5 and the Fees Schedule and shall be paid by the Client to BPE in accordance with the terms of this Agreement. 5.2 If the Temporary Placement is directly with Celonis,extended the Client acknowledges and agrees that (i) BPE shall have the right to increase the Fee; and (ii) the Fees shall be payable on each extension of the Temporary Placement. 5.3 BPE shall have the right to increase the Fees during a Temporary Placement and the Client shall be obliged to pay an increased Fee or additional sums in the following circumstances: (a) We will invoice if in BPE’s reasonable opinion the Subscription Fees annually in advance; and original job specification/list of services for the Temporary Worker to perform is added to and/or more responsibility is given to the Temporary Worker; (b) unless otherwise agreed upon every six months from the beginning of the Commencement Date; (c) if any statutory legislation comes into force or any changes to interpretation or implementation of the law, which affects the amount that BPE is required to pay with respect to the Temporary Worker including (but not limited to) National Insurance contributions, tax, pension costs, holiday pay costs, any other payments, deductions or statutory liability of BPE (including pursuant to the AWR) if applicable; (d) if in BPE’s reasonable opinion any Temporary Worker is eligible for and/or has not received equivalent Basic Working and Employment Conditions (including without limitation any overtime pay, bonus, commission, holiday pay or other payment). in the Orderabove circumstances BPE will notify the Client in writing of any increase in the Fees or additional payments due from the Client in order to meet its obligations. 5.4 For the avoidance of doubt, all payments are in the event that there is a change in interpretation or implementation of the law regarding the calculation of holiday pay, which results in BPE being required to pay to the Temporary Worker (other than Contractors) additional monies to compensate for previously incorrectly calculated holiday pay, BPE shall be entitled to invoice the Client for such sums and the Client shall be obliged to pay such additional sums to BPE plus VAT. 5.5 BPE will render invoices to the Client monthly in arrears which shall be paid by the Client no later than 14 days from the date of such invoice. All invoices will be deemed to be accepted in full by the Client unless the Client notifies BPE in writing within five days of the amount the Client disputes and the reason the Client disputes that amount. In the event the Client does so notify BPE that it wishes to dispute part of an invoice, the Client shall pay the undisputed part of the invoice within the agreed payment terms and shall co-operate fully with BPE in order to resolve the dispute as quickly as possible. 5.6 All sums due from the Client to BPE shall be paid in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Termsany set off, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction whatsoever including for or on account of any taxes or other duties (including without limitation any withholding not been required. This Section shall not apply to Taxes based on Our incometaxes). iii. 5.7 Without prejudice to any other rights We it may haveexercise in the event of a breach of clause 5 by the Client, if We have not received payment for any overdue invoice, We BPE shall be entitled to to: (a) by giving You thirty charge the Client interest in respect of any amount outstanding after the due date for payment (30both before and after any judgment) days’ prior written notice from the date of invoice up to and without liability to You, disable Your password, account and access to all or part including the day of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 12% per month or lesser if such amount calendar month; (c) terminate with immediate effect each and every Temporary Placement concluded under this Agreement between the Client and BPE. 5.8 In the event that the Client is required by applicable law on late in making any overdue sums from payment due to BPE under this Agreement, this shall constitute a material breach of the due date until Agreement for the date purposes of receipt clause 10. 5.9 The Fees are exclusive of payment by Us UK taxes and VAT will be added at the prevailing rate (inclusivecurrently 20%). v. We 5.10 If BPE provides any advertising services for or on behalf of the Client, all agreed advertising, promotion and related costs and expenses incurred by BPE will become immediately payable by the Client to BPE upon BPE providing evidence of such costs being incurred. 5.11 The Client shall reimburse BPE for all expenses incurred by BPE in delivering the Services, as agreed between BPE and the Client from time to time in writing. 5.12 The Client shall reimburse BPE for any and all sums which BPE is obliged to pay to a pregnant Temporary Worker pursuant to the AWR. 5.13 BPE shall notify the Client within 14 days of it being notified by the Temporary Worker who is performing the Temporary Placement that she is pregnant. The Client will perform a risk assessment on such Temporary Worker and make any subsequent reasonable adjustments. If the Temporary Placement is terminated as a result of the Temporary Worker’s pregnancy and/or on maternity grounds for health and safety reasons, BPE will use its reasonable endeavours to find other suitable alternative work for such Temporary Worker. In the event that: (a) such replacement work pays the Temporary Worker a lower remuneration than the terminated Temporary Placement, the additional cost of the difference in remuneration between the terminated Temporary Placement and the replacement work will be borne by the Client; or (b) BPE cannot find suitable alternative work for such Temporary Worker, and such Temporary Worker is entitled to adjust remuneration in accordance with Section 68C of the Subscription Fees ERA, the Client will pay BPE the full amount of remuneration that such Temporary Worker is entitled to as a result of complying with effect from Your next Renewal TermSection 68C of the ERA within 14 days of the Temporary Placement being terminated. 5.14 With regards to Candidates or Temporary Workers who have not expressly opted out of the Regulations, the Client may, provided it first informs BPE in writing, offer to Engage the Candidate or Temporary Worker at any time, directly or indirectly (including via another employment business), upon paying a transfer fee to BPE, calculated in accordance with clause 5.16 below ("Transfer Fee"). Where We increase the Subscription Fees, such increase However a Transfer Fee shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.be payable if:

Fees and Payment. 6.1 7.1 You shall pay the Fees to Us for the PACE Services and the User Subscriptions in accordance with this Clause 7 and the Order Form. 7.2 We shall invoice You and You shall pay each invoice in the manner agreed in the Order Form. 7.3 All amounts payable by You under the Agreement are exclusive of amounts in respect of VAT, GST, sales tax, other taxes, fees and costs (including any such taxes, fees and costs which may be levied on and in connection with the payment of Fees) arising in the jurisdiction from which You are transacting or any other applicable jurisdiction. 7.4 Where your Order any taxable supply is directly with Celonis,made under the Agreement by Us to You, You shall, on receipt of a valid invoice from us, pay to Us such additional amounts in respect of VAT (or other tax) as are chargeable on the supply of the PACE Services at the same time as payment is due for the supply of the PACE Services. 7.5 If You fail to make a payment due under the Agreement by the due date, and You do not remedy this failure within a period of 5 days from the due date, then, without prejudice to any of Our other rights and remedies: (a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the Ordermay, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service PACE Services and We shall be under no obligation to provide any or all of the Cloud Service PACE Services while any such invoice remains the invoice(s) concerned remain unpaid; and/or and (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any You shall pay interest on the overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.5 will accrue each day at the rate of two per cent (2%) over the base lending rate of the European Central Bank from time to time from the due date until payment is made (calculated on an annual basis but accruing daily), but at 2% a year for any period when that base rate is below 0%. 7.6 All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of receipt of payment tax as required by Us (inclusivelaw). v. 7.7 We shall be entitled to adjust impose a reasonable increase in any of the Subscription Fees with effect from Your next payable in respect of the PACE Services at the start of each Renewal Term. Where We increase Period upon 60 days' prior notice to You and the Subscription Fees, such increase Order Form shall not exceed 7%be deemed to have been amended accordingly. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where 30.1 You agree to pay us the Fees, and any other amount payable to us under this Agreement, in accordance with the Payment Terms. 30.2 For the avoidance of doubt, if as part of the Services we are procuring any licences for you, and there are increases in the costs of licences as a result of increases imposed by the licensor (for example, Microsoft), then we may pass on such increases to you, and such increases will constitute a deemed Variation under clause 28.3. 30.3 To the extent that we offer payment to you on a credit basis, we may carry out credit checks, and you agree to provide us or our Personnel with all information and documents necessary to carry out such checks. Credit may be subject to change if your Order is directly credit position changes during the Term. 30.4 If any payment has not been made in accordance with Celonis,the Payment Terms, we may (at our absolute discretion): (a) We will invoice after a period of 30days, cease providing the Subscription Fees annually in advanceServices, and recover, as a debt due and immediately payable from you, our additional costs of doing so (including reasonable legal fees, debt collector fees and mercantile agent fees); and and/or (b) unless otherwise agreed upon charge interest at a rate equal to 4% above the Bank of England’s base rate, from time to time, but at 4% a year for any period when that base rate is below 0%, per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoicePayment Terms. ii. The Subscription Fees are non-refundable and do 30.5 If applicable, you will not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or any part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have the Deposit and/or the Bond has been made paid in full. iv. Without prejudice 30.6 If the Services are to any other rights We may havepaid up front, if We have you will not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust any part of the Subscription Services until the Fees with effect from Your next Renewal Termhave been paid in full. 30.7 Unless otherwise specified in a Service Order, you agree that we may vary the Fees on each annual anniversary of the Commencement Date by providing 60 days’ written notice to you of such variation. Where We increase we provide this notice, the Subscription Feesnew Fees will take effect on and from the anniversary of the Commencement Date. If you do not agree to any Fee variation: (a) you agree to notify us in writing within 30 days of the Fee variation coming into effect; and (b) following receipt of such notice by us, such increase shall not exceed 7%the Parties will use all reasonable endeavours to work together to resolve the matter. 6.2 If Your Subscription is purchased through an Authorized Reseller30.8 If: (a) you have provided us with the notice in accordance with clause 30.7(a); and (b) the Parties are unable to resolve the matter pursuant to clause 30.7(b), We may, upon written notice, suspend Your right you may elect to use terminate the Subscription Agreement prior to the end of the Initial Term or the then Renewal Period in accordance with the notice period in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.Schedule, and in which case, clause

Fees and Payment. 6.1 8.1 You'll pay the Fees to Us (or if purchasing through Our Reseller, to them) for the User Subscriptions and Support. Either We or Our Reseller (as applicable) will be entitled to invoice You for the total Fees due for the Initial Subscription on or following the date of the Order Confirmation. 8.2 Where your Order is directly this Agreement enters a Renewed Subscription, We'll be entitled to invoice You for the total Fees due for that Renewed Subscription in full following expiry of the Initial Subscription or Renewed Subscription that preceded it. Such fees shall be payable in accordance with Celonis,clause 8.4. 8.3 We (or Our Reseller if applicable) may invoice You for additional Users during the Initial Subscription or any Renewed Subscription where: (i) they are discovered during an audit; or (ii) where You request additional User Subscriptions under clause 6. 8.4 You'll pay all invoices within 30 calendar days of the invoice date. If payment isn't received (either by Us or by Our Reseller if applicable) within that period We can, without prejudice to any other right or remedy We may have: (a) We will invoice the Subscription Fees annually in advance; suspend Your and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and User's access to all or part of the Cloud Service Our Services and Support. We'll have no liability to You if We do so and We shall won't be under no obligation obliged to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or Our Services or Support until full payment is received. (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums sum from the due date until payment is received in full, whether before or after judgement. Interest under this clause will accrue daily at 4% a year above the date Bank of receipt of payment by Us England's base rate from time to time (inclusiveor at 4% a year for any period when the base rate is below 0%). v. We 8.5 Where paying by direct debit, You'll advise Us promptly of any changes to Your bank details that may affect payment of the Fees. 8.6 All amounts and fees stated or referred to in this Agreement shall be entitled payable in the currency of the invoice, are non-cancellable and non-refundable, and are exclusive of any value-added tax, sales tax, customs duties, or similar taxes or imposts, including withholding taxes, and shall be made by You without deduction therefore. You shall pay all such taxes or duties, except taxes based on Our net income, and reimburse Us or Our Reseller, as applicable, if either is required to adjust the Subscription Fees with effect from Your next Renewal Term. Where pay any such taxes or duties. 8.7 We may increase the Subscription FeesFees on 30 calendar days' notice to You (either directly or if applicable, such through Our Reseller). Any increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use take effect on commencement of the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such next Renewed Subscription.

Fees and Payment. 6.1 3.1 In consideration of the performance of the Services by AL, the Customer shall pay to AL the Fees in accordance with this Clause 3. 3.2 The Fees are stated exclusive of applicable value added tax which shall additionally be paid provided that a valid value added tax invoice has been provided to the Customer. 3.3 As soon as practical following execution of a Service Order Form AL is to issue an invoice for any applicable Account Setup Fee. Where your Order is directly with Celonis,an Account Setup Fee applies, provision of applicable Services shall only commence upon payment of this invoice. 3.4 Each month AL will issue an invoice for Fees that apply to that month (a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon advance or in arrears at its discretion or as set out in the Order, all payments Service Order Form) as well as any Fees for Services provided in previous months that have not already been invoiced. 3.5 The failure to issue an invoice for Fees that are due in full without deduction or set-off shall not prevent AL subsequently issuing an invoice for these Fees. 3.6 Payment of any sums due under this Agreement shall be made within 30 thirty (thirty30) days of the date of Our invoice. ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all TaxesAL’s invoice raised in accordance with this Agreement, to the bank account nominated by AL. If We are required any payment to pay Taxes based on AL is overdue, AL will be entitled to charge interest at the Services provided statutory rate under these Terms, then such Taxes shall be billed to and paid by Youthe Late Payment of Commercial Debts (Interest) Act 1998. If a deduction or withholding payment is required overdue by law, You shall pay such additional amount more than ten (10) days and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding invoice has not been required. This Section shall not apply formally disputed by the Customer in good faith, AL may on notice to Taxes based on Our income. iii. Without the Customer, and without prejudice to any other rights We may haveright or remedy, if We have not suspend the provision of the Services including access to the Software until payment has been received payment for by AL. For the avoidance of doubt, Fees shall continue to apply during any overdue period of suspension. 3.7 Where the Customer requires a Purchase Order to be included on the invoice, We this shall be entitled provided to AL before the first working day of the month in which the invoice is to be raised. Where the Customer fails to so provide the Purchase Order and subsequently rejects and requests the reissuance of an invoice, for the purposes of Clause 3.6, the date in question shall be the date on which the initial invoice was raised. 3.8 On 1st January each calendar year the amount of the Fees shall automatically be increased by a percentage equal to the percentage increase in the Office for National Statistics (aONS) Consumer Prices Index (CPI) in the 12 month period since 1st January in the previous calendar year plus 2%, provided that such annual increase shall not apply until at least six (6) months after execution of the applicable Service Order Form. Where any other increase in Fees is imposed by giving You AL (such increase not to be imposed without a minimum of three (3) months written notice) which is not accepted by the Customer, the Customer may provide three (3) months notice of Termination, such notice to be sent in writing within thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part days of the Cloud price rise notification issued by AL. The above is subject to any express provision to the contrary in the Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in fullOrder Form. iv. Without prejudice 3.9 Failure by the Customer to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at comply with the rate provisions of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date this Clause 3 will be a material breach of receipt of payment by Us (inclusive)this Agreement. v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) 10.1 We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. 10.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; and (ii. ) charge You interest at the rate of 12% per annum or the lesser amount as required by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). 10.3 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. 10.4 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your You agree to pay Us for Services provided and expenses incurred on the basis and at the rates specified in each Order Form, or if no rate is directly with Celonis, (a) We will invoice the Subscription Fees annually in advance; specified, Our then-current rate. All fees are non- cancellable and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. ii. The Subscription Fees are non-refundable refundable. We reserve the right to change the rates, applicable charges, and do not include Taxes usage policies and to introduce new charges by providing You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) at least 30 days’ prior written notice (by email) of the change, but any such modifications will not apply until the start of your next renewal Subscription Term, unless there are new or additional Services ordered by You. Except as otherwise agreed in the applicable Order Form or as otherwise set forth on Your invoice, payment is due in advance, thirty (30) days after receipt of invoice and without liability shall be made in US Dollars. You will pay all pre-approved reasonable travel and out-of-pocket expenses incurred by Us in connection with any Services rendered. If You are purchasing the Services through an authorized reseller, the reseller’s payment terms shall prevail. If You are paying by credit card, we reserve the right to Youverify credit card or debit card payments prior to accepting your Order Form. If You are paying by credit card, disable you hereby authorize Us to charge such credit card for all Services and any other items listed on the applicable Order Form, for the Subscription Term and any renewal term. You are responsible for promptly updating any changes to Your password, account credit card or other payment information. You understand we may charge you a late charge of one and access to all a half percent (1.5%) per month (or part of a month), or the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may havemaximum lawful rate permitted by applicable law, if We have not received payment for any overdue invoicesamounts not paid on time. Furthermore, We may charge You interest at we reserve the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to suspend or terminate this Agreement and Your access to the Services if You do not fully pay Your invoices as they become due and payable. Fees are exclusive of taxes. You are responsible for the payment of all sales, use and similar taxes arising from or relating to the Subscription in the event We fail Services rendered hereunder, except for taxes related to receive payment for such Subscription Our net income and any taxes or We confirm that You have not paid the Authorized Reseller for such Subscriptionobligations imposed upon Us under federal, state and local wage laws.

Fees and Payment. 6.1 Except as expressly stated herein, Subscription Fees are non- refundable. Where your Your Order is directly with Celonis, (a) We will invoice Xxxxxxx, You shall pay Us the Subscription Fees annually in advance; and (b) unless otherwise fees agreed upon in the applicable Order in accordance with the terms specified therein. Where you have ordered via an Authorized Reseller, You shall pay the fees agreed with such Authorized Reseller. If You use the Celonis Materials in excess of the scope of this Agreement or the applicable Order, You shall pay all payments are due Fees attributable to such overuse in full without deduction or setaccordance with Our then-off within 30 (thirty) days of the date of Our invoice. iicurrent price list. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for paying, and will be invoiced for, any fees or charges associated with using Your vendor registration or payment processing tool(s). 6.2 If, in good faith, You dispute the accuracy of any portion of Our invoice, then You shall pay all undisputed portions of the invoice when due, but may withhold any portion that is disputed provided You provide Us with written notice of such dispute prior to the invoice due date and use commercially reasonable efforts to resolve the dispute promptly. 6.3 Unless otherwise specified in the applicable Order, all fees for the Services exclude any direct or indirect taxes, levies, duties, or similar governmental assessments, including without limitation, any sales, use, value-added, withholding, or similar taxes (“Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder directly to the taxing authority. As an exception to the foregoing, if We have the legal obligation to pay or collect Taxes for which You are responsible under this Section, the appropriate amount shall be included as a line-item on Your invoice and will be payable by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. If We are required to pay Taxes based on the Services provided under these Terms, then any such Taxes shall be billed to and paid by You. If a withholding or deduction or withholding is required by law, You shall pay Us such additional amount and amount(s) as will ensure that We receive the net same total amount received by Us equals the full amount which that We would have received if no such withholding or deduction had the deduction or withholding not been required. This Section shall not apply to Taxes We are solely responsible for taxes based on upon Our net income, assets, payroll, property, and employees. iii. 6.4 Without prejudice to any other rights We may have, if any undisputed invoice is not paid by its due date, or if We verify that You have not received payment for any overdue invoicepaid an Authorized Reseller in accordance with the relevant partner agreement, We shall be entitled to (a) disable Your access to that part of the Services affected by giving You Your non-payment upon thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in fullthereof. Proprietary Rights. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices7.1 As between You and Us, We may charge are and remain exclusive owners of all right, title and interest (including without limitation the Proprietary Rights) in and to the Celonis Materials and Services, including all modifications and derivatives thereto. No rights are granted to You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive)other than as expressly set forth herein. UNSERE GESAMTHAFTUNG 1.000,00 $ NICHT ÜBERSCHREITEN, WOBEI DIE PARTEIEN VEREINBAREN, DASS ES SICH DABEI UM EINEN FAIREN UND ANGEMESSENEN BETRAG HANDELT. v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) We will invoice 5.1. You agree to pay the Subscription Fees annually in advance; fees for the Software, Documentation and (b) unless otherwise agreed upon in the Order, all payments are due in full Services without deduction or set-set off within 30 (thirty) days and in accordance with the terms specified in each Statement of Work. 5.2. You must pay the Initial Fee and the Annual Licence Fees prior to Using the Software and You shall pay any subsequent Annual Licence Fees in advance of the date expiry of Our invoice. iithe current Licence. The Subscription Initial Fee and Annual Licence Fees are non-refundable and refundable. 5.3. We have the right to vary the Annual Licence Fees upon reasonable written notice to You provided that the percentage increase in the Annual Licence Fees shall be within a reasonable tolerance of the percentage increase in the Consumer Price Index (CPI) in the preceding 12 month period. 5.4. We reserve the right to increase the fees for Consultancy Services and/or the Support Fees once in any 12 month period on giving thirty (30) days prior written notice to You. 5.5. Unless agreed in advance by the parties, all rates detailed in the Statement of Work do not include Taxes travel, accommodation, subsistence and the cost of materials and third party services or reasonable out of pocket expenses. You shall reimburse Us for any reasonable expenses that We necessarily incur in connection with the provision of the Services Such expenses and disbursements shall be re-charged to You at cost, mileage rates to be calculated at a rate of £0.50 per mile. Services and mileage rates may be revised by Us from time to time. Any such changes will be notified to You, either at the time that You request further services, or by the distribution of the revised published rates. 5.6. We reserve the right to suspend the supply and/or access to the Software, Documentation and/or Services to You where any amounts owed under this Agreement are responsible overdue until all such amounts have been paid in full (together with any accrued interest). Interest shall be payable on overdue accounts at a rate of 4% per annum above the base rate of HSBC Plc from time to time from the due date for all Taxespayment until We receive the full amount and shall accrue at such rate after as well as before any judgement. 5.7. In the event that You cancel or postpone any Service(s) within five Business Days of the agreed start date then 100% of the fees will be payable as a Cancellation Charge. If You cancel or postpone between six and nine Business Days of the agreed start date then 50% of the fees will be payable as a Cancellation Charge. Notwithstanding the foregoing, we may claim Cancellation Charges if you cancel or postpone any Services prior to the agreed start date where we have incurred any costs or expenses or suffer any loss as a result of your cancellation or suspension. 5.8. If We are delayed or impeded or obliged to spend additional time or incur additional expenses in the performance of any of Our obligations under this Agreement by reason of Your act or omission or that of Your employees, agents, contractors or subcontractors (including the provision by any such person of any incorrect or inadequate data, information or instructions) then, notwithstanding anything else contained in this Agreement or Statement of Work, You will pay Us for any additional time that We spend and any expenses that We reasonably incur in carrying out such obligations and which are caused or rendered necessary by such act or omission and any target time specified for the performance by Us of any of Our obligations shall be extended accordingly. 5.9. You are required to pay Taxes based on make payment via the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount UK Direct Debit payment system and will ensure complete the Direct Debit mandate. You recognise and agree that by completing a Direct Debit Instruction We are authorised to debit the net amount received by Us equals relevant fees, as set out in the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may haveStatement of Work, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%nominated account. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your The Services will be provided by CLD to You using a subscription model. Fees will be billed in advance Quarterly or Yearly as set forth in an Order is directly with Celonis, (a) We will invoice the Subscription Fees annually in advance; Form and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. iithe Invoice. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based All amounts owed on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and past due invoices will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You incur interest at the rate of 11.5% per month month, calculated monthly, until such time as they are paid in full. If any invoice owed by you is more than 15 days past due, CLD may, among its other remedies, suspend your access to the Services until such amounts are paid in full. CLD will provide you with 7 days notice before suspending service and will not suspend its Services if you are disputing the amount of the charges in good faith, are cooperating and communicating diligently to resolve the dispute, and have paid the amount that is not disputed. You are solely responsible for payment of any goods and services taxes, sales taxes, value added taxes, and any excise taxes, as applicable, resulting from your purchase or lesser if such use of the Services. All monetary amounts for licenses to the Services under this Agreement shall be paid in US dollars. If CLD has the legal obligation to pay or collect Taxes for which You are responsible under this section, You will reimburse CLD for that amount is required unless You provide CLD with a valid tax exemption certificate authorized by the appropriate taxing authority. We will calculate applicable law Taxes based on the address where You primarily use the Services as specified in the relevant Order Form. You will be responsible for assessing and paying any overdue sums additional Taxes arising from the due date until the date Your use of receipt Services at a different address, and provide CLD with proof of payment of such additional Taxes on request. You will promptly notify CLD of any changes to any of Your addresses specified in an Order Form. Should any payment for Services be subject to withholding tax by Us (inclusive). v. We shall be entitled any government, You will remain liable to adjust CLD for the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Feesfull amounts invoiced hereunder, without reduction, and provide proof of payment of such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We maywithholding tax, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscriptionour request.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) 10.1 We will invoice the Subscription Fees annually in advance; and (b) unless . Unless agreed otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. 10.2 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We shall be entitled to (i) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while the invoice(s) concerned remain unpaid; or (ii. ) suspend the Professional Services until all payments due have been made in full. 10.3 Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 12% per annum or the lesser amount as required by applicable law from time to time on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). 10.4 The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part of the Cloud Service and We shall be under no obligation to provide any or all of the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. 10.5 We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis,All orders placed will be considered final upon acceptance by N-able. Fees will be due and payable as set forth on the Sales Order. Unless otherwise set forth herein, fees shall be at N-able’s then-standard rates at the time of invoice or, if applicable, as set forth in the Sales Order. If You fail to pay as so required, N-able shall be entitled, at its sole discretion, to: (ai) We will invoice suspend provision of the Subscription Fees annually in advanceServices until You fulfill Your pending obligations; and (bii) unless otherwise agreed upon charge You an interest rate designated by N-able at the time of invoice; and/or (iii) terminate this Agreement. If You or Your Users exceed the license capacity designated in the Sales Order, in addition to N-able’s other remedies, You will be charged, and You shall pay, the then-current list price for the excess usage, which will be reflected in Your invoice. Unless otherwise stated, all payments are due made under this Agreement shall be in full without deduction or set-off within 30 (thirty) days of the date of Our invoice. iiUnited States dollars. The Subscription Fees are non-refundable and refundable. If You believe all or any part of an invoice is in error, you must notify N-able within ninety (90) days of your receipt of the invoice. If You fail to do so, N-able will not include Taxes be required to make any adjustment to the invoice, and You are responsible for all Taxes. If We are required to pay Taxes based on the Services provided under these Terms, then such Taxes shall be billed deemed to and paid by Youhave waived any right to contest the invoice. If a deduction or withholding is required by lawYou may, at any time, upgrade its N-able subscription license. After an upgrade, You shall pay such will be billed at the beginning of the next payment cycle for the additional fees due under the upgraded subscription license. The amount due and owing for the upgraded subscription license will ensure that be reduced by the net amount received by Us equals the full amount which We would You have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income. iii. Without prejudice to any other rights We may havealready paid, if We have not received payment any, for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part the remainder of the Cloud Service and We shall be under no obligation applicable Term. N-able reserves the right to provide adjust pricing up to 5% plus any or all year over year increase in CPI, calculated at the last month of the Cloud Initial Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made in full. iv. Without prejudice to any other rights We may haveTerm and, if We have not received payment applicable, any renewal term. The term "CPI" means the Consumer Price Index for any overdue invoicesAll Urban Consumers (CPI-U) for the U.S. City Average for All Items (1982-1984=100) published by the United States Department of Labor, We may charge You interest at the rate Bureau of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive)Labor Statistics. v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.

Fees and Payment. 6.1 Where your Order is directly with Celonis, (a) We will invoice the Subscription Fees annually in advance; 1. All fees and (b) unless otherwise agreed upon payment terms are as set forth in the Orderapplicable Order (“Fees”). Except as expressly set forth in this Agreement, all payments payment obligations are due in full without deduction or setnon-off within 30 (thirty) days of the date of Our invoice. ii. The Subscription cancelable and Fees are non-refundable and refundable. Fees do not include Taxes and You taxes, you are responsible for paying all Taxestaxes associated with your Fees, including without limitation all use or access of the Akeyless Services by your Authorized Users. If We are required Taxes will not be deducted from payments to pay Taxes based on the Services provided under these TermsAkeyless, then such Taxes shall be billed to and paid by You. If a deduction or withholding is except as required by applicable law, You shall pay such additional in which case you will increase the amount payable as necessary so that, after making all required deductions and will ensure that withholdings, Akeyless receives and retains (free from any liability for taxes) an amount equal to the net amount received by Us equals the full amount which We it would have received had no such deductions or withholdings been made. Where applicable, you will provide your VAT/GST Registration Number(s) on the deduction or withholding not been required. This Section shall not apply Order to Taxes based on Our incomeconfirm the business use of the purchased services. iii2. Without prejudice If you purchased the Services through a Reseller, pursuant to a separate agreement or Order signed and executed between you and Reseller, such agreement or Order will specify the terms regarding invoicing, taxes and payments. You will pay the applicable amounts to the Reseller, as agreed between you and Reseller, and the Reseller shall pay Akeyless as agreed between Reseller and Akeyless. Akeyless will only be obligated to provide the Services to you where an effective Order or reseller agreement is executed between Reseller and Akeyless. Akeyless may share information with the Reseller that affect the fees and payments. 3. Akeyless may suspend or terminate your rights granted in this Agreement, including the suspension or termination of your access to the Account or any other rights We may haveinteraction with the Services, if We have Akeyless does not received payment receive the Fees from you or from the Reseller, as applicable. 4. The corresponding Fees paid or payable by the Reseller to us for any overdue invoice, We shall be entitled to (a) by giving You thirty (30) days’ prior written notice and without liability to You, disable Your password, account and access to all or part your use of the Cloud Service and We shall Services will be deemed the Fees actually paid or payable by you to us under no obligation to provide any or all this Agreement for purposes of calculating the Cloud Service while any such invoice remains unpaid; and/or (b) suspend Professional Services until all payments due have been made liability cap in fullSection 12. iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive). v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the Subscription Fees, such increase shall not exceed 7%. 6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.