Common use of Fees and Payments Clause in Contracts

Fees and Payments. 9.1 Sage may increase its license and other fees at any time without notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchase. 9.2 You must pay the relevant fees and any other charges arising under this Agreement as stated on Sage’s invoice or order form and within 30 days of the date on the invoice or order form, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage will be in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase its license and other fees at any time without notice so fees due Any quote given by the Licensor for new or additional Software license or subscription purchases may be more than the License shall not constitute an offer. Quotes remain open for acceptance for a previous purchaseperiod of thirty (30) days from the date of the quote after which they shall lapse automatically, unless stated otherwise in the relevant quote. Where the Licensee requests to purchase the License in a foreign currency then the quote will remain open for a maximum period of fifteen (15) days, unless stated otherwise in the relevant quote. 9.2 You must The Licensee shall be responsible to Licensor for ensuring the accuracy of the terms of any quote or Order Form submitted or accepted by the Licensee and for giving the Licensor any necessary information within a reasonable time to enable the Licensor to supply the License in accordance with the terms of this License. 9.3 Subject to giving written notice to the Licensee, the Licensor reserves the right to make any changes to the Documentation and/or the Software which are required to conform with any applicable safety, regulatory or other statutory requirement which do not materially affect the quality or performance of the Software. 9.4 Licensee shall pay to Licensor, its affiliates, or its Reseller as applicable, the relevant fees License Fee and any other charges arising under this Agreement and expenses without right of deduction or set-off as stated on Sageset out in the quote and/or the Order Form; where no charge has been quoted (or a quoted price is no longer valid) the charges listed in the Licensor’s invoice or order form and within 30 days published price list current at the date of acceptance of the date order shall be payable. The License Fee shall be payable in the currency shown on the invoice or order formand shall be payable on the date set out in the Order Form unless such date is silent, in which case, 30 days from the invoice date prior to the Software being provided to you, unless otherwise negotiated with Licensor, its affiliates, or its Reseller as otherwise agreed with Sageapplicable. All invoices or order forms to you and In the event the Licensee pays by direct debit, the details of such direct debit payments from you to Sage will shall be set out in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges youOrder Form. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails 9.5 The Licensor reserves the right by giving written notice to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted Licensee to amend the pricing of the Software to reflect any increase in price that is due to: (a) any delay caused by the law failure of the Sage Group plc entity with which you contracted for Licensee to give the Licensor adequate information or instructions; (b) any factor beyond the control of the Licensor (including foreign exchange fluctuations, increases in taxes, levies, duties, withholding taxes, and increases in labour, materials and other manufacturing costs); or (c) any request by the Licensee to change the delivery/ performance date(s), quantities or types of Software ordered or as otherwise agreed with your local Sage entitythe Order Form. 9.4 You are obligated to pay all fees irrespective of whether 9.6 Should you receive an invoice. If you purchased your Perpetual purchase this License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received this License is contingent upon payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided Fee by the Reseller to you the Licensor. In the event that the Reseller fails to make payment of such License Fee to Licensor then Licensor may, in its discretion, suspend or terminate the use of the Software. You agree to hold Licensor harmless for any such suspension or termination of the License. Any and all of your remedies for the suspension or termination of the Software for failure to make payment of the applicable License Fee by Reseller will prevail over be solely against Reseller. 9.7 All payments by the Licensee hereunder shall be in United Kingdom pound sterling unless otherwise agreed or set out in the Order Form and shall be paid to the Licensor's bank account as advised by the Licensor to the Licensee in writing. 9.8 All amounts stated are gross amounts but exclusive of VAT or other sales tax which shall be paid by the Licensee, if applicable, at the then prevailing rate subject to receipt of a valid VAT invoice or other sales tax invoice. 9.9 Should the Licensee be required by any law or regulation to make any deduction on account of tax including but not limited to withholding tax or otherwise on any sum payable under the License, the Licence Fees payable shall be increased by the amount of such tax to ensure that the Licensor receives a sum equal to the amount to be paid under the applicable Order Form. 9.10 Without prejudice to any other remedy that the Licensor may have, if payment terms of the License Fees or any part thereof is overdue then unless the Licensee has notified the Licensor in writing that such payment is in dispute within 10 days of the receipt of the corresponding invoice the Licensor may, without prejudice to any other rights or remedies, charge the Licensee interest on the overdue amount at the rate of 4% per annum above National Westminster Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Licensee shall pay the interest together with the overdue amount. 9.11 The Licensor reserves the right, on giving the Licensee 30 days’ notice, to increase the License Fees on an annual basis with effect from each Renewal Term. If the Licensee does not agree with this Section 9increase, then they may terminate this License upon 30 days written notice and before such price increase takes effect. If the Licensor does not receive written notice within thirty (30) days, the Licensee is deemed to have agreed to the amendment to the License Fees.

Fees and Payments. 9.1 Sage ZAP may increase its license and other fees at any time without notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchase. 9.2 You must pay the relevant fees and any other charges arising under this Agreement as stated on SageZAP’s invoice or order form and within 30 days of the date on the invoice or order form, or as otherwise agreed with SageZAP. All invoices or order forms to you and payments from you to Sage ZAP will be in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage ZAP charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc ZAP entity with which you contracted for the Software or as otherwise agreed with your local Sage ZAP entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage ZAP on your behalf (if the Sage Group plc ZAP entity with which you contracted for the Software permits this). If Sage ZAP has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage ZAP has received notification from your Reseller of your non-payment of the same, then without prejudice to SageZAP’s other rights and obligations Sage ZAP may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay SageZAP’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users users, Solutions, services or features are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users users; or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc ZAP entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage ZAP may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc ZAP entity with which you contracted for the Software. Sage ZAP will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc ZAP entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage ZAP to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage ZAP with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage ZAP may automatically bill the same credit card or debit the same bank account you provided to Sage ZAP on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc ZAP entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage 11.1 In addition to Margin payments (as required and detailed above at Clauses 9 and 10 above) you agree to pay to us such sums of money as may increase its license from time to time be due to us as a result of a Transaction or Position (including any charges and/or commissions detailed from time to time in the Contract Specifications) and such sums as may be required in or towards clearance of any debit balance on any account. 11.2 You will pay all applicable Value Added Tax (VAT) and other taxes and all other fees at reasonably incurred by us in connection with any Transaction. Any changes to tax laws which result in future imposition of stamp duty, capital gains tax or other tax, which may from time without notice so fees due to time be levied on Transactions shall be for new or additional Software license or subscription purchases your account. You may be more than liable for other charges and taxes that are not imposed by us. You are solely responsible for the timely payment of such charges and taxes. You should seek independent advice if you are in any doubt as to what further charges or taxes may apply to you as a previous purchaseresult of you entering this Agreement. 9.2 You must pay 11.3 In the relevant fees and event that charges are imposed by the credit or debit Card Company (or any other provider) usneodttboederpesopsoitnfsuinbdlesfoonr atonyyonuorna-pcacoymunetn, tthoefstehemsaeychbaercgheasragned wbyillunsottobyeoulia. bBlleacfkorStaoncyke will proceedings or further charges arising under this Agreement as stated on Sage’s invoice or order form and within 30 days of the date on the invoice or order form, or as otherwise agreed with Sage. All invoices or order forms to you and payments resulting from you to Sage will be in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be)such charges. 9.5 If at any time during your Perpetual License 11.4 You agree that we may share commission and charges with our Associated Companies, Trading Partners or Subscription License (as the case may be) you want to increase the number of your users which can access the Program other third parties or receive or pay remuneration from or to access additional components the same in respect of Transactions entered into by us with you. Details of any such remuneration or modules sharing arrangements (for example where you have been introduced to us through a third party) will not be set out in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable relevant contract note. Please note that such commissions and charges will only be pro-rated from the date paid where we are satisfied that such additional users are added payments do not impair our obligation to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease act in the number best interests of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription Licenseour client. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase You agree to pay any and all prices and fees due for Services purchased at this Site at the time you order the Services. All prices and fees are non-refundable unless otherwise expressly noted, even if your Services are suspended, terminated, or transferred prior to the end of the Services term. AppsMillion expressly reserves the right to change or modify its license prices and other fees at any time time, and such changes or modifications shall be posted online at this Site and effective immediately without need for further notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchase. 9.2 You must pay the relevant fees and any other charges arising under this Agreement as stated on Sage’s invoice or order form and within 30 days of the date on the invoice or order form, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage will be in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoice. If you have purchased your Perpetual License Services for a period of months or your Subscription License years, changes or modifications in prices and fees shall be effective when the Services in question come up for renewal as further described below. Except as prohibited in any product-specific agreement, you may pay for Services by PayPal (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits thisdefined below). For Online Services that offer “Express Checkout” such as the OMG (Online Mobileapps Guide), clicking the Express Checkout button or Submit button will automatically place an order for that Service and charge the primary Payment Method on file for your Account. Confirmation of that order will be sent to the email address on file for your Account. Your Payment Method on file must be kept valid if you have any active Services in your Account. If Sage has not received payment you are being billed on a monthly basis, your monthly billing date will be based on the date of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior Services. In an effort to ensure that there is no interruption of Services, AppsMillion may participate in “recurring billing programs” or “account updater services” supported by your next renewal date of any price increase credit card provider (unless the Sage Group plc entity from which you purchased and ultimately dependent on your Subscription License has agreed to give you a different number of days written notice of any price increasebank’s participation). If you continue are enrolled in an automatic renewal option and we are unable to Use successfully charge your existing Payment Method, your credit card provider (or your bank) may notify us of updates to your credit card number and/or expiration date, or they may automatically charge your new credit card on our behalf without notification to us. In accordance with recurring billing program requirements, in the Software after the fee change takes effectevent that we are notified of an update to your credit card number and/or expiration date, AppsMillion will automatically update your payment profile on your behalf. AppsMillion makes no guarantees that we will request or receive updated credit card information. You acknowledge and agree that it is your sole responsibility to modify and maintain your Account settings, including but not limited to (i) setting your renewal options and (ii) ensuring your associated Payment Method(s) are current and valid. Further, you will be deemed acknowledge and agree that your failure to (a) agree to the increase do so, may result in the fees interruption or loss of Services, and (b) authorize Sage AppsMillion shall not be liable to collect you or any third party regarding the new fees same. If for any reason AppsMillion is unable to charge your Payment Method for the full amount using owed for the agreed payment method. 9.8 You are responsible Services provided, or if AppsMillion is charged a penalty for providing Sage with any fee it previously charged to your most current contact and billing informationPayment Method, you agree that AppsMillion may pursue all available lawful remedies in order to obtain payment. If you purchased a Subscription License pay by credit card and if for any reason AppsMillion is unable to charge your credit card with the full amount owed for the Services provided, or if AppsMillion is charged back for any fee it previously charged to the credit card you provided, you agree thatthat AppsMillion may pursue all available lawful remedies in order to obtain payment. You agree that the remedies AppsMillion may pursue in order to effect payment shall include, so long but not be limited to, immediate cancellation without notice to you of any domain names or Services registered or renewed on your behalf. AppsMillion reserves the right to charge you reasonable “administrative fees” or “processing fees” for (i) tasks AppsMillion may perform outside the normal scope of its Services, (ii) additional time and/or costs AppsMillion may incur in providing its Services, and/or (iii) your noncompliance with this Agreement (as your license is activedetermined by AppsMillion in its sole and absolute discretion). Typical scenarios include, Sage may automatically bill but are not limited to, customer service issues that require additional personal time or attention, fees incurred by third-party payment providers such as PayPal, fees incurred as the same credit card result of chargebacks or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with other payment disputes brought by you, unless subsequently agreed otherwiseyour bank, or a Payment Method processor, and disputes that require accounting or legal services. These administrative fees or processing fees will be billed to the Payment Method you have on file with AppsMillion. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase its license 5.1 The Licensee shall pay to the Licensor, as a consideration for the Support Services hereunder, the fees in accordance with the then current Price List of the Licensor applicable to the Support Services, unless otherwise agreed mutually between the parties. The Licensee is entitled to use the Support Services in accordance herewith only following the payment of the respective fees hereunder and other fees also under the Licence Agreement, unless otherwise agreed with the Licensor. The then current Price List is located on the Licensor’s website at xxxx://xxx.xxxxxxxxxxxxx.xxx/ or will be otherwise disclosed to the Licensee. 5.2 Unless otherwise agreed between the parties, the Price List shall constitute an integral part of any and all of this Agreement. The Licensor reserves the right to change, modify and amend the Price List at any time without notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchase. 9.2 You must pay the relevant fees and any other charges arising under this Agreement at its sole discretion, which amendments shall become effective as stated on Sage’s invoice or order form and within 30 days of the date on the invoice or order form, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage will be set forth in the currency Price List in respect of each such amendment. 5.3 For each payment due to the Licensor under this Agreement, an invoice signed by the authorised representative of the Licensor or of the authorised reseller shall be issued in accordance with the applicable tax regulations. The invoice shall be payable within forty-five (45) days after the day of its issuance and the fees shall be paid to the account of the Licensor or of an authorised reseller of the Licensor, as specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an respective invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If 5.4 Should the Sage Group plc entity with which you contracted for Licensee fail to pay the Software allowed you to purchase fee within the relevant license through a Reseller, then except for Section 9.4above-stated period, the terms Licensee shall be obliged to pay to the Licensor the delay interest at lesser of (i) 1% per month, or (ii) the maximum rate applicable by law and/or the Licensor may terminate this Agreement with immediate effect by written notice delivered to the Licensee. The Licensee will reimburse the Licensor for any reasonable legal fees and other costs and expenses incurred by the Licensor in that agreement collecting past due amounts. 5.5 The prices on the Price List are without any VAT or similar taxes. Any such taxes will be added to the price. 5.6 All payments to be made by the Licensee to the Licensor under this Agreement shall be made free and clear of and without deduction for or on account of tax unless the Licensee is required by law to make such payment subject to the deduction or withholding of tax, in relation which case the sum payable by the Licensee in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after making of the required deduction or withholding, the Licensor receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made. Licensor shall be responsible for payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.all applicable taxes..

Fees and Payments. 9.1 Sage may increase its license 1.1 You agree to make all payments outlined in your membership agreement with University Recreation Wellington and other fees at any time without notice so fees due Debit Success our payment provider. You acknowledge these include: 1.1.1. The Administration Fee ($15.00) which is payable by you on signing this Contract for new or additional Software license or subscription purchases administrative costs associated with your membership. You acknowledge that some of the Administration Fee may be more than a previous purchasepaid by Debitsuccess to the Facility. 9.2 You must pay the relevant fees 1.1.2. Your selected and any other charges arising under this Agreement as stated on Sage’s invoice or order form and within 30 days agreed weekly/monthly membership subscription amount. 1.1.3. A default charge of the date on the invoice or order form, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage $14.95 which will be in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted charged for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoiceeach dishonoured payment. If you purchased your Perpetual License or your Subscription License (a debit is returned by my Financial Institution as the case may be) from a Resellerunpaid, the Reseller may I will be responsible for paying any fees and charges charged by the Business as a result, in addition to any Financial Institution charges and collection fees; and Debitsuccess may attempt to re-process any unsuccessful payments as advised by the Business and/or add such unsuccessful payment to any future payments. 1.2 I acknowledge that it is my responsibility to ensure my contact details and payment information is kept updated. Any enquiries or changes to these details can be actioned through a request to University Recreation. 1.3 I acknowledge that it is my responsibility to ensure that there are sufficient cleared funds in the nominated account by, and at all fees to Sage on your behalf (if times on, the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment due date of the applicable payment (“Day to Debit”) to enable the direct debit to be honoured on the Day to Debit. I acknowledge and agree that sufficient funds will remain in the nominated account until the direct debit amount has been debited from the account and that if there are insufficient funds available when the debit is attempted, I agree that I will be responsible for any fees either from and charges that may be charged by my Financial Institution and by the Business. 1.4 Payments will continue until you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller advise us of your noncancellation of this agreement (including a 7-payment of day notice period) 1.5 You must continue paying even if you do not use the same, then without prejudice to Sage’s other rights and obligations Sage may suspend facilities unless you request a hold or terminate either your Perpetual License or your Subscription License (as cancellation by completing the case may be)online request forms on University Recreations website. 9.5 If at 1.6 You may alter the frequency of payments from weekly to monthly (and vice versa) and/or day to debit by requesting a change with University Recreation Wellington. However, any time during your Perpetual License or Subscription License (as changes shall not affect the case may be) total amount you want would otherwise be required to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable feespay. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and 1.7 Within each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase the rate may be adjusted once by more than the amount stated by the Sage Group plc entity with which you contracted for the SoftwareUniversity Recreation Wellington. Sage You will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 receive at least 30 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase)change in writing, which may be by email. 1.8 I acknowledge that any disputes regarding debit payments will be directed to University Recreation. If you continue no resolution is forthcoming, I understand that I am to Use the Software after the fee change takes effect, you will be deemed direct any such dispute to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment methodmy Financial Institution. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase its license 5.1. By signing this Agreement, you agree to pay, and authorize Cboe Digital to withdraw from your Account (i) any fees or charges associated with any transactions executed on the Cboe Digital System for your Account at such rate as is posted on Cboe Digital System, Cboe Digital website, incorporated into the Cboe Digital Rules or otherwise made available and in effect at the time the transaction is executed; (ii) any fees, costs or expenses incurred by Cboe Digital in connection with your Account, including, but not limited to, non-sufficient funds charges or charges imposed by Cboe Digital’s settlement bank; and (iii) any other costs, fees at any time without notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchasecharges agreed upon between Cboe Digital and you. 9.2 You must pay 5.2. To the relevant extent that the credit balance in your Account is insufficient to satisfy any of the foregoing fees, charges and expenses, you agree to make timely payment of all such fees and any other charges arising under charges. Under this Agreement Agreement, you agree that Cboe Digital has the right to charge interest and applicable late fees as stated set forth on Sage’s invoice or order form and the Cboe Digital website for the failure to make timely payment. Fees are payable within 30 days of the date on invoice date. Failure to make payments within 30 days from the invoice date may result in suspension or order form, or as otherwise agreed with Sagetermination of your authority hereunder to be a user of the Cboe Digital Services. All invoices or order forms You agree to you and payments from you to Sage will be in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included pay Cboe Digital a late charge in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails of 1% per month on all past due amounts that are not the subject of a legitimate and bona fide dispute. Subject to honor a check or electronic chargeapplicable law, direct debit or transfer. Late payments will accrue interest at Cboe Digital reserves the highest rate permitted by the law of the Sage Group plc entity with which right to change its fee schedule upon 30 days prior notice to you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated (delivered via email and posted to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to SageCboe Digital’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may bewebsite). 9.5 If at any time during 5.3. You will be solely responsible for all telecommunications costs and all other expenses incurred in linking to, and maintaining your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Programlink to, you must pay Sage’s applicable feesCboe Digital. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added 5.4. You agree that any amounts owed by Cboe Digital to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) have been paid when deposited by any form of payment, including digital asset or wire transfer, into one or more accounts identified by you as being associated with your Account. 5.5. In the event that you cease to be a Member for any reason, you acknowledge and agree that any amounts owed to Cboe Digital that remain unpaid in excess of 30 days may be submitted by Cboe Digital to a third-party collection agency. Cboe Digital reserves the increase in the right to pursue any and all allowable legal action against you to recover losses incurred, including attorney’s fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree thatother legal expenses, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided remedies permitted by the Reseller to you will prevail over the payment terms in this Section 9law.

Fees and Payments. 9.1 Sage may increase its license and other fees at any time without notice so fees due 3.1. The License fee for new or additional Software license or subscription purchases may be more than a previous purchase. 9.2 You must the Licensed Program is specified in Exhibit A (hereinafter referred to as “License Fee”). Licensee agrees to pay one half (50%) of the relevant fees and any other charges arising under License Fee upon execution of this Agreement as stated on Sage’s invoice or order form and within 30 days the remaining one half after Licensee accepts the Licensed Program in accordance with the Acceptance procedures provided in Section 3.2. The final one half of the License Fee shall be due in full thirty (30) days from the date on the invoice or order form, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage will be in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License Acceptance (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may bedefined in Section 3.2). 9.5 If at any time during your Perpetual License or Subscription License 3.2. Licensee shall have thirty (as the case may be30) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated days from the date such additional users are added of installation of the Licensed Program to your license and/or use the date access Licensed Program, subject to the additional terms of this Agreement, on an evaluative basis (“Evaluation Period”). During the Evaluation Period Licensee can reject and return the Licensed Program components or modules is made available for any reason. If Licensee does not reject and return the Licensed Program prior to you until the commencement end of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number Evaluation Period, Licensee shall be deemed to have accepted the Licensed Program (“Acceptance”) and the end of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription LicenseEvaluation Period shall serve as the Acceptance Date. 9.5.2 If you have 3.3. Licensee agrees to pay a Perpetual License: 9.5.2.1 maintenance fee a listed in Exhibit A to cover Licensor’s support of the additional fees will be payable Licensed Program mentioned in Section 4 of this Agreement for a term of one year starting from the date of Acceptance. 3.4. Licensee is solely responsible for payment of any taxes (including sales or use taxes, intangible taxes, and property taxes) resulting from its acceptance of this License and Licensee’s possession and use of the Licensed Program, exclusive of taxes based on Licensor's income. Licensor reserves the right to have Licensee pay any such additional users are added taxes as they fall due to your license and/or the date access Licensor for remittance to the additional Program components appropriate authority. Licensee agrees to hold harmless Licensor from all claims and liability arising from Licensee’s failure to report or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Supportpay such taxes. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with 3.5. Licensor reserves the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject right to Section 9.5 above, Sage may not increase the license fees change its maintenance fee no more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours annually on 90 days advance notice (to give you (or your Reseller if you purchased the Subscription License from apply on a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increaseprospective basis only). If you continue to Use the Software after the fee change takes effect, you will be deemed to Any such increase shall not (a) agree to exceed the increase in lesser of five percent (5%) or the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted Consumer Price Index for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.current year; and

Fees and Payments. 9.1 Sage This section is only applicable if you subscribe to the Services through the Site. All Services supplied through the SLSSA will be governed by the SLSSA fees and payment terms. All fees indicated on the Site are stated in AU dollars (AUD) with the option to display and pay for services in other currencies unless stated otherwise, and do not include any applicable taxes, duties, levies and currency exchange settlements, unless stated otherwise. Except where you have purchased the Service through an Authorised Upstream Reseller, You agree to pay the applicable subscription fee in the manner set out on the Site and any applicable tax or fee that may increase its license accrue in relation to all use of the Service accessed through your account, including all fees resulting from unauthorised use. You acknowledge that we may, with respect to any subscription plans sold directly by us, determine limits and other fees restrictions on the usage of the Services (including without limitation in terms of both available functionalities and the number of visitors or tickets per month). If you exceed any such usage limitations or restrictions provided in the selected plan, we may charge you extra for such usage as indicated on the pricing page of the Site. This charge will occur at any time without notice so fees due for new or additional Software license or the end of the billing period. Depending on the subscription purchases plan selected by you, the billing period may be more than a previous purchase. 9.2 You must pay the relevant fees and any other charges arising under this Agreement either be every month, every 12 months or every 24 months as stated on Sage’s invoice or order form and within 30 days of the date set out on the invoice or order form, Site with respect to that subscription plan (or as otherwise agreed by us in writing). You may have the option to pay monthly or pay for one year or two years up front. You may also agree different billing arrangements with Sagethe Authorised Upstream VMC Reseller from whom you purchased the Service. All invoices In case of 12, 24 or order forms to 36 month up front payments, Upstream may xxxx you and payments for the subscription Services in advance, from the date you to Sage will be in purchased the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic chargesubscription, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by corresponding to the law of the Sage Group plc entity with which subscription plan you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoicehave chosen. If you purchased pre-pay for one, two or three years and you upgrade your Perpetual License or your Subscription License plan during that time, then we may make an appropriate adjustment to the Service fee payable by you (as determined by us) on a pro-rata basis until the case may be) from a Reseller, next anniversary date of the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted subscription. Your subscription fee for the Software permits this)period after the next subscription anniversary date will be adapted to take into account the additional option(s) and/or plan upgrade. Be aware that your account will not be credited if you downgrade your plan during any pre-paid subscription. In case of monthly payment, Upstream bills your subscription at the end of the month so that it can include additional options and/or plan upgrades. Automatic card payment is accepted in case of monthly or annual payment. Upstream reserves the right to adapt the fees published on its Site. Any price change will apply retroactively to existing subscriptions with reasonable notice to you. If Sage has not received payment of the applicable fees either from such change will result in lower prices payable by you or otherwise works towards your advantage (but not in case the lower prices result from your Reseller (as the case may be) higher government levies or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may betaxes). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will may request your subscription to be pro-rated adapted as from the date of your request by sending an e-mail to XXX.Xxxxxxxx@xxx.xxxxxxxxx.xxx. We may accept or reject any such additional users request in our absolute discretion. In no instance will such a request lead to any reimbursement of any part of a paid subscription. It might, however, lead to an extension of the subscription if we determine so. Provision of the Service is conditional upon the payment by the Company (or the Authorised Upstream VMC Reseller on behalf of the Company) of all fees and charges associated with the Service in accordance with this Agreement. Failure to make a payment when due will automatically lead to a suspension of the account for any amount of time that we may determine in our discretion. Following such suspension, Upstream has the absolute right to terminate that account and may delete any data associated with it. Any dispute regarding an invoice must be lodged with Upstream in writing within fourteen (14) days of receipt of the invoice. You acknowledge that the foregoing terms take precedence over any agreement you might have with an Authorised VMC Reseller. Payments must be made to Upstream via credit card or wire transfer depending on plan and/or duration selected. Wire transfer invoices are added due for payment within thirty (30) days from invoice date. Any amount that has been left unpaid at the due date of payment will be charged, automatically and without prior notice of default, with interest of 10% per year, from the due date up to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date full payment (such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increaseinterest accruing daily). If you continue to Use the Software after the fee change takes effectMoreover, you will owe a compensation for loss on a flat-rate basis of 10%, with a fixed minimum of $50AUD. We may also charge you the entirety of any expenses we reasonably incur in connection with any debt collection or enforcement efforts. Upstream conveniently accepts various forms of payment. Any major credit card, debit card or alternate form of payment that is set out as an option on the Site may be deemed used. You will be asked to provide a payment method at the time you upgrade your free trial to a paid subscription of the Service. You represent that you are the authorised user of any form of payment which you elect to use. Payments are processed through the secured facilitator, PIN Payments. Online payments are executed via a closed security system (a) agree SSL), through which your payment details are always encrypted when they are sent via the Internet. The risk of loss or theft of your identity or credit card information is hereby reduced, however we cannot guarantee that it will not occur. Upstream takes reasonable steps to store your identity and transaction information over a period of time in a secure, encrypted database. While Upstream believes appropriate precautions have been taken, to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment methodmaximum extent permitted by law Upstream excludes all liability for any identity theft or financial theft that may occur. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase its license 3.1. Your Platform fees already include the UNIPaaS Fees, as agreed between you and other your Platform in your Platform XXXX. For your reference, please visit UNIPaaS website for our general fees at . UNIPaaS shall have no liability and you hereby waive any time without notice so claim against UNIPaaS with respect to any Platform fees due for new and/or the provision or additional Software license or subscription purchases the failure of the Platform Services. 3.2. The Platform fees may be more than a previous purchaserevised or amended from time to time based on your agreement with the Platform. We strongly suggest you follow notices from the Platform as well as regarding changes to the Platform fees as set out in the Platform XXXX. You consent to UNIPaaS deducting the platform fees and transferring them to the Platform. 9.2 3.3. In addition to the Fees, you are also responsible for any penalties or fines imposed on you in relation to your UNIPaaS Account, by us or any APM or APMP resulting from your use of our Services in a manner not permitted by this Agreement or APM's rules and regulations. 3.4. All Fees and Payments payable by you to Platform and UNIPaaS shall be payable to UNIPaaS directly and shall be immediately due and payable upon provision of the Services. If for any reason any amounts owed by you was not deducted from a Remittance, they will be payable by you in accordance with the terms of an invoice issued to you. All wiring or bank transfer and charges of Remittances and payments to you shall be charged to you and may be deducted by us from any Remittance or amount due to us. You must pay acknowledge that Card Schemes and Other Financial Institutions may change their existing charges and fees (applicable to us or to you) as well as assess additional or different charges and fees, all of which shall be reflected in the relevant Fees and automatically applied to you. Payment of any fees and any other charges arising to Card Schemes or Other Financial Institutions does not affect from your obligation of payment of Fees to us. Failure to make payment under this Agreement as stated on Sage’s invoice or order form when due shall entitle us to charge you with late fee payments and within 30 days of the date on the invoice or order form, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage will be in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law under applicable law. Failure to make any payment shall entitle us to charge you with all associated costs of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay collection, including all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the legal fees and (b) authorize Sage to collect the new fees amount using the agreed payment methodexpenses. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase its license Perpetual License and other fees at any time without notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchase. 9.2 You must pay the relevant fees and any other charges arising under this Agreement as stated on Sage’s invoice or order form Order and within 30 days of the date on the invoice or order forminvoice, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage will be in the currency specified on your invoice or order formOrder. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License Period (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 9.5.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless . Unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.110.2) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 9.6 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license Perpetual License through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase its license 5.1 The Licensee shall pay to the Licensor, as a consideration for the Support Services hereunder, the fees in accordance with the then current Price List of the Licensor applicable to the Support Services, unless otherwise agreed mutually between the parties. The Licensee is entitled to use the Support Services in accordance herewith only following the payment of the respective fees hereunder and other fees also under the Licence Agreement, unless otherwise agreed with the Licensor. The then current Price List is located on the Licensor’s website at xxxx://xxx.xxxxxxxxxxxxx.xxx/ or will be otherwise disclosed to the Licensee. 5.2 Unless otherwise agreed between the parties, the Price List shall constitute an integral part of any and all of this Agreement. The Licensor reserves the right to change, modify and amend the Price List at any time without notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchase. 9.2 You must pay the relevant fees and any other charges arising under this Agreement at its sole discretion, which amendments shall become effective as stated on Sage’s invoice or order form and within 30 days of the date on the invoice or order form, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage will be set forth in the currency Price List in respect of each such amendment. 5.3 For each payment due to the Licensor under this Agreement, an invoice signed by the authorised representative of the Licensor or of the authorised reseller shall be issued in accordance with the applicable tax regulations. The invoice shall be payable within fifteen (15) days after the day of its issuance and the fees shall be paid to the account of the Licensor or of an authorised reseller of the Licensor, as specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an respective invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If 5.4 Should the Sage Group plc entity with which you contracted for Licensee fail to pay the Software allowed you to purchase fee within the relevant license through a Reseller, then except for Section 9.4above-stated period, the terms in that agreement in relation Licensee shall be obliged to payment of pay to the Licensor the delay interest at the rate applicable by law and/or the Licensor may terminate this Agreement with immediate effect by written notice delivered to the Licensee. The Licensee will reimburse the Licensor for any reasonable legal fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided costs and expenses incurred by the Reseller Licensor in collecting past due amounts. 5.5 The prices on the Price List are without any VAT or similar taxes. Any such taxes will be added to you will prevail over the price. 5.6 All payments to be made by the Licensee to the Licensor under this Agreement shall be made free and clear of and without deduction for or on account of tax unless the Licensee is required by law to make such payment terms subject to the deduction or withholding of tax, in this Section 9which case the sum payable by the Licensee in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after making of the required deduction or withholding, the Licensor receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.

Fees and Payments. 9.1 Sage This section is only applicable if you subscribe to the Services through the Site. All Services supplied through the SLSSA will be governed by the SLSSA fees and payment terms. All fees indicated on the Site are stated in AU dollars (AUD) with the option to display and pay for services in other currencies unless stated otherwise, and do not include any applicable taxes, duties, levies and currency exchange settlements, unless stated otherwise. Except where you have purchased the Service through an Authorised Upstream Reseller, You agree to pay the applicable subscription fee in the manner set out on the Site and any applicable tax or fee that may increase its license accrue in relation to all use of the Service accessed through your account, including all fees resulting from unauthorised use. You acknowledge that we may, with respect to any subscription plans sold directly by us, determine limits and other fees restrictions on the usage of the Services (including without limitation in terms of both available functionalities and the number of visitors or tickets per month). If you exceed any such usage limitations or restrictions provided in the selected plan, we may charge you extra for such usage as indicated on the pricing page of the Site. This charge will occur at any time without notice so fees due for new or additional Software license or the end of the billing period. Depending on the subscription purchases plan selected by you, the billing period may be more than a previous purchase. 9.2 You must pay the relevant fees and any other charges arising under this Agreement either be every month, every 12 months or every 24 months as stated on Sage’s invoice or order form and within 30 days of the date set out on the invoice or order form, Site with respect to that subscription plan (or as otherwise agreed by us in writing). You may have the option to pay monthly or pay for one year or two years up front. You may also agree different billing arrangements with Sagethe Authorised Upstream VMC Reseller from whom you purchased the Service. All invoices In case of 12, 24 or order forms to 36 month up front payments, Upstream may xxxx you and payments for the subscription Services in advance, from the date you to Sage will be in purchased the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic chargesubscription, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by corresponding to the law of the Sage Group plc entity with which subscription plan you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoicehave chosen. If you purchased pre-pay for one, two or three years and you upgrade your Perpetual License or your Subscription License plan during that time, then we may make an appropriate adjustment to the Service fee payable by you (as determined by us) on a pro-rata basis until the case may be) from a Reseller, next anniversary date of the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted subscription. Your subscription fee for the Software permits this)period after the next subscription anniversary date will be adapted to take into account the additional option(s) and/or plan upgrade. Be aware that your account will not be credited if you downgrade your plan during any pre- paid subscription. In case of monthly payment, Upstream bills your subscription at the end of the month so that it can include additional options and/or plan upgrades. Automatic card payment is accepted in case of monthly or annual payment. Upstream reserves the right to adapt the fees published on its Site. Any price change will apply retroactively to existing subscriptions with reasonable notice to you. If Sage has not received payment of the applicable fees either from such change will result in lower prices payable by you or otherwise works towards your advantage (but not in case the lower prices result from your Reseller (as the case may be) higher government levies or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may betaxes). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will may request your subscription to be pro-rated adapted as from the date of your request by sending an e-mail to xxx-xxxx-xxx.xxxxxxxx@xxxxxxxx.xxx. We may accept or reject any such additional users request in our absolute discretion. In no instance will such a request lead to any reimbursement of any part of a paid subscription. It might, however, lead to an extension of the subscription if we determine so. Provision of the Service is conditional upon the payment by the Company (or the Authorised Upstream VMC Reseller on behalf of the Company) of all fees and charges associated with the Service in accordance with this Agreement. Failure to make a payment when due will automatically lead to a suspension of the account for any amount of time that we may determine in our discretion. Following such suspension, Upstream has the absolute right to terminate that account and may delete any data associated with it. Any dispute regarding an invoice must be lodged with Upstream in writing within fourteen (14) days of receipt of the invoice. You acknowledge that the foregoing terms take precedence over any agreement you might have with an Authorised VMC Reseller. Payments must be made to Upstream via credit card or wire transfer depending on plan and/or duration selected. Wire transfer invoices are added due for payment within thirty (30) days from invoice date. Any amount that has been left unpaid at the due date of payment will be charged, automatically and without prior notice of default, with interest of 10% per year, from the due date up to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date full payment (such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increaseinterest accruing daily). If you continue to Use the Software after the fee change takes effectMoreover, you will owe a compensation for loss on a flat-rate basis of 10%, with a fixed minimum of $50AUD. We may also charge you the entirety of any expenses we reasonably incur in connection with any debt collection or enforcement efforts. Upstream conveniently accepts various forms of payment. Any major credit card, debit card or alternate form of payment that is set out as an option on the Site may be deemed used. You will be asked to provide a payment method at the time you upgrade your free trial to a paid subscription of the Service. You represent that you are the authorised user of any form of payment which you elect to use. Payments are processed through the secured facilitator, PIN Payments. Online payments are executed via a closed security system (a) agree SSL), through which your payment details are always encrypted when they are sent via the Internet. The risk of loss or theft of your identity or credit card information is hereby reduced, however we cannot guarantee that it will not occur. Upstream takes reasonable steps to store your identity and transaction information over a period of time in a secure, encrypted database. While Upstream believes appropriate precautions have been taken, to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment methodmaximum extent permitted by law Upstream excludes all liability for any identity theft or financial theft that may occur. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase its license Subscription License and other fees at any time without notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchase. 9.2 You must pay the relevant fees and any other charges arising under this Agreement as stated on Sage’s invoice or order form Order and within 30 days of the date on the invoice or order forminvoice, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage will be in the currency specified on your invoice or order formOrder. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License Period (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license Subscription License and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 9.5.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above9.5, Sage may not increase the license Subscription License fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours endeavors to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 9.7 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license Subscription License is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 9.8 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license Subscription License through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase its license and other fees at any time without notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchase. 9.2 You must pay the relevant fees and any other charges arising under this Agreement as stated on Sage’s invoice or order form Order and within 30 days of the date on the invoice or order forminvoice, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage will be in the currency specified on your invoice or order formOrder. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.110.1.1.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase its license Our Services are priced on a Per User basis and other fees at any time without notice so fees due for new or additional Software license or subscription purchases may ALL the users of your Instance(s) MUST be more than a previous purchase. 9.2 licensed. You must agree to pay the subscription fee for all users on your Instance(s). We might, at our sole discretion, make Services available to You for Your Non-Production Instance(s) at no additional cost. This must be requested via Our Support channels once You have subscribed to the Services. You agree to pay all fees set forth in the Order Forms, for the length of the Term. You will provide Us with valid and updated credit card information (if You are paying by credit card), or with a valid purchase order or alternative document reasonably acceptable to Us. Except as otherwise specified herein or in an Order Form, (a) Fees are based on Services and subscriptions purchased and not actual usage, (b) Payment obligations are non-cancelable, and fees paid are non-refundable, and (c) Quantities purchased cannot be decreased during the relevant fees and any other charges arising under this Agreement as stated Term. Invoices will be made available to You on Sage’s invoice or order form and about the first day of each month for that month's PowerPacks (unless otherwise specified in the Order Forms). Invoices are to be paid within 30 days of the date on the invoice or order formdate. If You are paying by credit card, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage will be in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 PowerPacks is on a pre-paid basis and You are obligated to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from charged on a Resellerperiodic basis, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights PowerPacks and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most maintaining accurate and current contact and billing credit card information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card charges for the Services are denied for any reason, use of the PowerPacks may be terminated. A one and one-half percent (1.5%) monthly service charge (or debit the same bank account you provided highest amount permissible by law, if less) is payable on all overdue balances that are outstanding more than thirty (30) days after the date of the invoice. The service charge is in addition to Sage the overdue balance. You shall pay or reimburse Us (at Our election) for any costs of collecting any amount past due hereunder, including reasonable attorneys' fees and collection agency fees. We reserve the right to increase or modify fees for each Renewal Term for the Services. All fees are exclusive of, and You are responsible for, applicable federal, state, or local sales, use, excise or other applicable taxes, other than taxes on Our net income. You shall pay or reimburse Us for any such taxes and We may add any such taxes to invoices We submit to You. You agree that Your subscription for Services is not contingent on the same periodic basis as previously agreed with youdelivery of any future functionality or features, unless subsequently agreed otherwiseor dependent on any oral or written public comments made by Us or Our agents regarding future functionality or features. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase its license and other fees at any time without notice so fees due The Services are available under subscription plans of various duration's. Payments for new or additional Software license or subscription purchases may be more plans of duration of less than a previous purchase. 9.2 You must pay the relevant fees and any other charges arising under this Agreement as stated on Sage’s invoice year can be made only by Credit Card or order form and within 30 days of the date on the invoice or order form, or as otherwise agreed with SageDebit Card. All invoices or order forms to you and payments from you to Sage Your subscription will be in automatically renewed at the currency specified on end of each subscription period unless you downgrade your invoice paid subscription plan to a free plan or order form. Fees quoted inform us that you do not include applicable sales taxes but all applicable taxes wish to renew the subscription. At the time of automatic renewal, the subscription fee will be included in charged to the amount Sage charges Credit Card or Debit Card last used by you. 9.3 Fees may include late . We provide you the option of changing the details if you would like the payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software renewal to be made through a different Credit Card or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoiceDebit Card. If you purchased your Perpetual License or your Subscription License (as do not wish to renew the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Programsubscription, you must pay Sage’s applicable fees. 9.5.1 inform us at least seven days prior to the renewal date. If you have not downgraded to a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If free plan and if you have a Perpetual License: 9.5.2.1 not informed us that you do not wish to renew the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effectsubscription, you will be deemed presumed to (a) agree have authorized Fisibility to charge the subscription fee to the Credit Card or Debit Card last used by you. From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the fees expiry of your then current billing cycle. You will not be charged for using any Service unless you have opted for a paid subscription plan. The Give 15 Get 15 User Membership Referral Program provides a 15% discount to the invited party. The 15% discount will apply to the currently published Annual Membership Fee and will be applied at time of Checkout when the user pays for their first (b1st) authorize Sage to collect year’s annual membership up front and in full. The 15% Get commission fee will be calculated and paid from the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most “net” annual membership fee once paid in full. The 15% commission will not be paid from current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted list price for the Software allowed you annual membership but rather after the 15% discount has been applied for the user. Commissions will be paid to purchase all referring parties within 15 business days of receipt of the relevant license through a Reseller, then except for Section 9.4, the terms paid in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided full annual membership fee by the Reseller to you will prevail over the payment terms in this Section 9invited party.

Fees and Payments. 9.1 Sage may increase its license 1.1 You agree to make all payments outlined in your membership agreement with University Recreation Wellington and other fees at any time without notice so fees due Debit Success our payment provider. You acknowledge these include: 1.1.1. The Administration Fee ($15.00) which is payable by you on signing this Contract for new or additional Software license or subscription purchases administrative costs associated with your membership. You acknowledge that some of the Administration Fee may be more than a previous purchasepaid by Debitsuccess to the Facility. 9.2 You must pay the relevant fees 1.1.2. Your selected and any other charges arising under this Agreement as stated on Sage’s invoice or order form and within 30 days agreed weekly/monthly membership subscription amount. 1.1.3. A default charge of the date on the invoice or order form, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage $14.95 which will be in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted charged for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoiceeach dishonoured payment. If you purchased your Perpetual License or your Subscription License (a debit is returned by my Financial Institution as the case may be) from a Resellerunpaid, the Reseller may I will be responsible for paying any fees and charges charged by the Business as a result, in addition to any Financial Institution charges and collection fees; and Debitsuccess may attempt to re-process any unsuccessful payments as advised by the Business and/or add such unsuccessful payment to any future payments. 1.2 I acknowledge that it is my responsibility to ensure my contact details and payment information is kept updated. Any enquries or changes to these details can be action through a request to University Recreation. 1.3 I acknowledge that is my responsibility to ensure that there are sufficient cleared funds in the nominated account by, and at all fees to Sage on your behalf (if times on, the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment due date of the applicable payment (“Day to Debit”) to enable the direct debit to be honoured on the Day to Debit. I acknowledge and agree that sufficient funds will remain in the nominated account until the direct debit amount has been debited from the account and that if there are insufficient funds available when the debit is attempted, I agree that I will be responsible for any fees either from and charges that may be charged by my Financial Institution and by the Business. 1.4 Payments will continue until you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller advise us of your noncancellation of this agreement (including a 7-payment of day notice period) 1.5 You must continue paying even if you do not use the same, then without prejudice to Sage’s other rights and obligations Sage may suspend facilities unless you request a hold or terminate either your Perpetual License or your Subscription License (as cancellation by completing the case may be)online request forms on University Recreations website. 9.5 If at 1.6 You may alter the frequency of payments from weekly to monthly (and vice versa) and/or day to debit by requesting a change with University Recreation Wellington. However, any time during your Perpetual License or Subscription License (as changes shall not affect the case may be) total amount you want would otherwise be required to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable feespay. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and 1.7 Within each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase the rate may be adjusted once by more than the amount stated by the Sage Group plc entity with which you contracted for the SoftwareUniversity Recreation Wellington. Sage You will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 receive at least 30 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase)change in writing, which may be by email. 1.8 I acknowledge that any disputes regarding debit payments will be directed to University Recreation. If you continue no resolution is forthcoming, I understand that I am to Use the Software after the fee change takes effect, you will be deemed direct any such dispute to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment methodmy Financial Institution. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase its license 5.1. By signing this Agreement, you agree to pay, and authorize Cboe Digital to withdraw from your Account (i) any fees or charges associated with any transactions executed on the Cboe Digital System for your Account at such rate as is posted on Cboe Digital System, Cboe Digital website, incorporated into the Cboe Digital Rules or otherwise made available and in effect at the time the transaction is executed; (ii) any fees, costs or expenses incurred by Cboe Digital in connection with your Account, including, but not limited to, non-sufficient funds charges or charges imposed by Cboe Digital’s settlement bank; and (iii) any other costs, fees at any time without notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchasecharges agreed upon between Cboe Digital and you. 9.2 You must pay 5.2. To the relevant extent that the credit balance in your Account is insufficient to satisfy any of the foregoing fees, charges and expenses, you agree to make timely payment of all such fees and any other charges arising under charges. Under this Agreement Agreement, you agree that Cboe Digital has the right to charge interest and applicable late fees as stated set forth on Sage’s invoice or order form and the Cboe Digital website for the failure to make timely payment. Fees are payable within 30 days of the date on invoice date. Failure to make payments within 30 days from the invoice date may result in suspension or order form, or as otherwise agreed with Sagetermination of your authority hereunder to be a user of the Cboe Digital Services. All invoices or order forms You agree to you and payments from you to Sage will be in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included pay Cboe Digital a late charge in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails of 1% per month on all past due amounts that are not the subject of a legitimate and bona fide dispute. Subject to honor a check or electronic chargeapplicable law, direct debit or transfer. Late payments will accrue interest at Cboe Digital reserves the highest rate permitted by the law of the Sage Group plc entity with which right to change its fee schedule upon 30 days prior notice to you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated (delivered via e-mail and posted to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to SageCboe Digital’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may beweb site). 9.5 If at any time during 5.3. You will be solely responsible for all telecommunications costs and all other expenses incurred in linking to, and maintaining your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Programlink to, you must pay Sage’s applicable feesCboe Digital. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added 5.4. You agree that any amounts owed by Cboe Digital to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) have been paid when deposited by any form of payment, including digital asset or wire transfer, into one or more accounts identified by you as being associated with your Account. 5.5. In the event that you cease to be a Member for any reason, you acknowledge and agree that any amounts owed to Cboe Digital that remain unpaid in excess of 30 days may be submitted by Cboe Digital to a third-party collection agency. Cboe Digital reserves the increase in the right to pursue any and all allowable legal action against you to recover losses incurred, including attorney’s fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree thatother legal expenses, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided remedies permitted by the Reseller to you will prevail over the payment terms in this Section 9law.