Common use of HOW WE CHARGE Clause in Contracts

HOW WE CHARGE. 9.1 You will pay us the Charges. Charges will be payable with effect from the date that a Service or any part of a Service is first made available to you for commercial use. The basis upon how we Charge you for the Services is set out in the Tariff and the Price List. 9.2 All Charges shall be based upon call and billing data recorded by 21st Century Network Solutions Ltd. You acknowledge that roaming calls may take longer to be billed than other types of calls. 9.3 We may vary our Charges at any time by posting the resulting changes on the 21st Century Network Solutions Ltd Website or otherwise giving you notice. The revised Charges will apply to all Services provided after the effective date of the notice of change. 9.4 All Charges are stated exclusive of value added tax (VAT) or other applicable taxes. You will be responsible for paying VAT and other applicable taxes which will be included in our invoices at the applicable rate(s). 9.5 Subject to clause 9.6 and 9.7 ordinarily 21st Century Network Solutions Ltd will invoice on a monthly basis, where possible on the same date. 21st Century Network Solutions Ltd reserves the right to bill you for any late charges. 9.6 You will, subject to clause 9.10 and unless otherwise agreed, pay invoices within 14 days of the date of the invoice. 9.7 Payments will be by Direct Debit only. If a direct debit is dishonoured or cancelled we shall be entitled to pass on to you any administration fee which may include third party charges. We shall also be entitled to charge you a monthly administration fee for each month in which your direct debit is dishonoured or not reinstated following cancellation. Details of applicable fees are available on request. We may charge interest on all overdue amounts from time to time on a daily basis at a rate of 8% above the base rate of the Barclays Bank PLC, to run from the due date of payment until receipt by us of the full amount (including any accrued interest) whether before or after judgement in respect of the overdue amount. 9.8 Any invoices which are disputed must be done so within 3 months of the Invoice Date otherwise the invoices will be deemed to be correct. If you wish to dispute an invoice you must write to us and provide us with (i) nature and reason for dispute, (ii) amount in dispute, (iii) any evidence to support the disputed amount. 9.9 If your Spend is less than the Committed Spend at the end of the Committed Period or Subsequent Contract Period, then we reserve the right to charge you the Reconciliation Charge 9.10 If at the time after the first three months from the Connection Date the number of Connections you hold is less than the Minimum Holding then we reserve the right to review and/or vary the Tariff; Hardware Fund, Price List or the terms thereof on written notice to you. 9.11 The Hardware Fund (where applicable) is offered on the following terms: (a) We may vary the Hardware Fund or the terms of this clause 9.11 at any time by giving you notice. The variations will apply after the effective date of the notice of change. (b) We reserve the right at any time during the Contract to withdraw the Hardware Fund including any remaining credit amount of the Hardware Fund and/or the right to any future credits against the Hardware Fund in respect of new Connections (if applicable). (c) You may drawdown from the Hardware Fund by sending a Hardware order form (which are available through Customer Services) to us or by providing us with a pre-authorised (by a duly authorised representative) purchase order up to 123 days prior to the end of your contract after which the hardware fund will be withdrawn. (d) On receipt of an order in accordance with clause 9.11 (c) above, the value of the order will be offset against the Hardware Fund (where applicable) and any amount over and above the available Hardware Fund shall be treated as a Charge payable in accordance with this clause 9. (e) Unless otherwise agreed by 21st Century Network Solutions Ltd in writing, the Hardware Fund can be used solely for the purposes of offsetting Charges for Equipment listed on the Price List. (f) In the event that this Contract is suspended for any reason under clause 12 below, we reserve the right to suspend the Hardware Fund or any terms thereof. (g) In the event that this Contract is terminated for any reason under clause 13 below, the Hardware Fund will be withdrawn and any residual credit balance of the Hardware Fund will be retained by us. For the avoidance of doubt, any residual credit balance of the Hardware Fund shall have no monetary value and you shall have no right to any payment, future use or credit in relation to such residual balance. (h) We reserve the right to offset any credit amount of the Hardware Fund against any monies due and payable by you to us, (i) No VAT is applied to the Hardware Fund or any drawdown from the Hardware Fund and no invoice or credit note will be issued by us in respect of any VAT in this regard. 9.12 Any credits (including the Hardware Fund) accrued in the Equipment Account and/or Airtime Account may be used solely for the purposes of offsetting Charges for Equipment and/or Airtime respectively, do not have any monetary value, and you are not entitled to: (a) use any credits accrued in the Equipment Account to offset Airtime Charges or vice versa; or (b) offset any credits accrued in the Equipment Account or the Airtime Account against any outstanding debt; or (c) any payments from any credits accrued in the Equipment Account or the Airtime Account; or (d) any future use of credits accrued in the Equipment Account or the Airtime Account upon termination of this Contract. 9.13 You will be responsible for any additional Charges arising as a result of your misuse of the Services and/or the Equipment including without limitation the use of the SIM Card otherwise than with Equipment supplied by 21st Century Network Solutions Ltd. 9.14 You shall indemnify 21st Century Network Solutions Ltd and Adaptive Communication Solutions Limited against all costs, damages, expenses and losses and reasonable professional costs and expenses suffered or incurred by 21st Century Network Solutions Ltd and Adaptive Communication Solutions Limited arising out of or in connection with breach by you or other act or omission by you under or in relation to this agreement.

HOW WE CHARGE. 9.1 You will pay us the Charges. Charges will be payable with effect from the date that a Service or any part of a Service is first made available to you for commercial use. The basis upon how we Charge you for the Services is set out in the Tariff and the Price List. If your use of the Service(s) exceeds the limits in our Fair Usage Policy we may charge you for such excess use based on the Tariff and the Price List, and you agree to pay any such Charges. 9.2 All Charges shall be based upon call and billing data recorded by 21st Century Network Solutions Ltd. 2 Circles Communications. You acknowledge that roaming calls may take longer to be billed than other types of calls. 9.3 We may vary our Charges at any time by posting the resulting changes on the 21st Century Network Solutions Ltd Website or otherwise giving you written notice. The revised Charges will apply to all Services provided after the effective date of the notice of change. 9.4 We will increase or decrease your Line Rental Charges each year during April by the RPI Rate (an “RPI Change”). We will publish the relevant RPI rate on our website as soon as it becomes available. 9.5 All Charges are stated exclusive of value added tax (VAT) or other applicable taxes. You will be responsible for paying VAT and other applicable taxes which will be included in our invoices at the applicable rate(s). 9.5 9.6 Subject to clause 9.6 and 9.7 ordinarily 21st Century Network Solutions Ltd 2 Circles Communications will invoice on a monthly basis, where possible on the same date. 21st Century Network Solutions Ltd 2 Circles Communications reserves the right to bill you for any late charges. 9.6 9.7 You will, subject to clause 9.10 and unless otherwise agreed, pay invoices within 14 days of the date of the invoice. 9.7 9.8 Payments will be by Direct Debit only. If a direct debit is dishonoured or cancelled we shall be entitled to pass on to you any administration fee which may include third party charges. We shall also be entitled to charge you a monthly administration fee for each month in which your direct debit is dishonoured or not reinstated following cancellation. Details of applicable fees are available on request. We may charge interest on all overdue amounts from time to time on a daily basis at a rate of 82% above the base rate of the Barclays Royal Bank PLCof Scotland plc, to run from the due date of payment until receipt by us of the full amount (including any accrued interest) whether before or after judgement in respect of the overdue amount. 9.8 9.9 Any invoices which are disputed must be done so within 3 months of the Invoice Date otherwise the invoices will be deemed to be correct. If you wish to dispute an invoice you must write to us and provide us with (i) nature and reason for dispute, (ii) amount in dispute, (iii) any evidence to support the disputed amount. 9.9 9.10 If your Spend is less than the Committed Spend at the end of the Committed Period or Subsequent Contract Period, then we reserve the right to charge you the Reconciliation Charge 9.10 9.11 If at the time after the first three months from the Connection Date the number of Connections you hold is less than the Minimum Holding then we reserve the right to review and/or vary the Tariff; Hardware Fund, Price List or the terms thereof on written notice to you. 9.11 9.12 The Hardware Fund (where applicable) is offered on the following terms: (a) We may vary the Hardware Fund or the terms of this clause 9.11 at any time by giving you notice. The variations will apply after the effective date of the notice of change. (b) We reserve the right at any time during the Contract to withdraw the Hardware Fund including any remaining credit amount of the Hardware Fund and/or the right to any future credits against the Hardware Fund in respect of new Connections (if applicable). (c) You may drawdown from the Hardware Fund by sending a Hardware order form (which are available through Customer Services) to us or by providing us with a pre-authorised (by a duly authorised representative) purchase order up to 123 days prior to the end of your contract after which the hardware fund will be withdrawnorder. (d) On receipt of an order in accordance with clause 9.11 (c) above, the value of the order will be offset against the Hardware Fund (where applicable) and any amount over and above the available Hardware Fund shall be treated as a Charge payable in accordance with this clause 9. (e) Unless otherwise agreed by 21st Century Network Solutions Ltd 2 Circles Communications in writing, the Hardware Fund can be used solely for the purposes of offsetting Charges for Equipment listed on the Price List. (f) In the event that this Contract is suspended for any reason under clause 12 below, we reserve the right to suspend the Hardware Fund or any terms thereof. (g) In the event that this Contract is terminated for any reason under clause 13 below, the Hardware Fund will be withdrawn and any residual credit balance of the Hardware Fund will be retained by us. For the avoidance of doubt, any residual credit balance of the Hardware Fund shall have no monetary value and you shall have no right to any payment, future use or credit in relation to such residual balance. (h) We reserve the right to offset any credit amount of the Hardware Fund against any monies due and payable by you to us, (i) No VAT is applied to the Hardware Fund or any drawdown from the Hardware Fund and no invoice or credit note will be issued by us in respect of any VAT in this regard. 9.12 9.13 Any credits (including the Hardware Fund) accrued in the Equipment Account and/or Airtime Account may be used solely for the purposes of offsetting Charges for Equipment and/or Airtime respectively, do not have any monetary value, and you are not entitled to: (a) use any credits accrued in the Equipment Account to offset Airtime Charges or vice versa; or (b) offset any credits accrued in the Equipment Account or the Airtime Account against any outstanding debt; or (c) any payments from any credits accrued in the Equipment Account or the Airtime Account; or (d) any future use of credits accrued in the Equipment Account or the Airtime Account upon termination of this Contract. 9.13 9.14 You will be responsible for any additional Charges arising as a result of your misuse of the Services and/or the Equipment including without limitation the use of the SIM Card otherwise than with Equipment supplied by 21st Century Network Solutions Ltd.2 Circles Communications. 9.14 You shall indemnify 21st Century Network Solutions Ltd 9.15 For all Services, if you are entitled to a refund or credit from us, we will apply the amount that we owe you as a credit to your account with us, which we will then offset against the invoice(s) that we subsequently issue to you (whether under this Contract or, at our option, any other contract between you and Adaptive Communication Solutions Limited against all costsus), damagesuntil the credit balance is extinguished. If the Contract (and any other contract between you and us) is terminated before the credit balance has been extinguished, expenses we will, following receipt of your request to do so, refund the credit balance to you at the end of the month in which you make such request. For the avoidance of doubt, refunds are only available where the Contract (and losses any other contract between you and reasonable professional costs us) has ended and expenses suffered or incurred by 21st Century Network Solutions Ltd and Adaptive Communication Solutions Limited arising out of or in connection with breach by you or other act or omission by you under or in relation to this agreementhave requested such refund.

HOW WE CHARGE. 9.1 8.1 You will pay us the Charges. Charges will be payable with effect from the date that a Service Product or any part of a Service Product is first made available to you for commercial use. The basis upon how we Charge you for the Services Product is set out in the Tariff and the Price List. 9.2 8.2 All Charges shall be based upon call and billing data recorded by 21st Century Network Solutions Ltd. TalkTalk Business. You acknowledge that roaming xxxxxxx calls may take longer to be billed than other types of calls. 9.3 8.3 We may vary our Charges at any time by posting the resulting changes on the 21st Century Network Solutions Ltd TalkTalk Business Website or otherwise giving you notice. The revised Charges will apply to all Services Product provided after the effective date of the notice of change. 9.4 8.4 All Charges are stated exclusive of value added tax (VAT) or other applicable taxes. You will be responsible for paying VAT and other applicable taxes which will be included in our invoices at the applicable rate(s). 9.5 Subject to clause 9.6 and 9.7 ordinarily 21st Century Network Solutions Ltd 8.5 Ordinarily TalkTalk Business will invoice on a monthly basis, where possible on the same date. 21st Century Network Solutions Ltd TalkTalk Business reserves the right to bill you for any late charges. 9.6 8.6 You will, subject to clause 9.10 8.8 and unless otherwise agreed, pay invoices within 14 days of the date of the invoice. 9.7 8.7 Payments will be by Direct Debit only. If a direct debit is dishonoured or cancelled we shall be entitled to pass on to you any administration fee which may include third party charges. We shall also be entitled to charge you a monthly administration fee for each month in which your direct debit is dishonoured or not reinstated following cancellation. Details of applicable fees are available on request. We may charge interest on all overdue amounts from time to time on a daily basis at a rate of 82% above the base rate of the Barclays Royal Bank PLCof Scotland plc, to run from the due date of payment until receipt by us of the full amount (including any accrued interest) whether before or after judgement in respect of the overdue amount. 9.8 8.8 Any invoices which are disputed must be done so within 3 months of the Invoice Date otherwise the invoices will be deemed to be correct. If you wish to dispute an invoice you must write to us and provide us with (i) nature and reason for dispute, (ii) amount in dispute, (iii) any evidence to support the disputed amount. 9.9 8.9 If your Spend is less than the Committed Spend at the end of the Committed Period or Subsequent any Contract PeriodTerm, then we reserve the right to charge you the Reconciliation Charge 9.10 8.10 If at the time after the first three months from the Connection Date the number of Connections you hold is less than the Minimum Holding then we reserve the right to review and/or vary the Tariff; Hardware Fund, Price List or the terms thereof on written notice to you. 9.11 8.11 The Hardware Fund (where applicable) is offered on the following terms: (a) We may vary the Hardware Fund or the terms of this clause 9.11 8.11 at any time by giving you notice. The variations will apply after the effective date of the notice of change. (b) We reserve the right at any time during the Contract to withdraw the Hardware Fund including any remaining credit amount of the Hardware Fund and/or and the right to any future credits against the Hardware Fund in respect of new Connections (if applicable). (c) You may drawdown from the Hardware Fund by sending a Hardware order form (which are available through Customer ServicesProduct) to us or by providing us with a pre-authorised (by a duly authorised representative) purchase order up to 123 days prior to the end of your contract after which the hardware fund will be withdrawnorder. (d) On receipt of an order in accordance with clause 9.11 (c8.11(c) above, the value of the order will be offset against the Hardware Fund (where applicable) and any amount over and above the available Hardware Fund shall be treated as a Charge payable in accordance with this clause 98. (e) Unless otherwise agreed by 21st Century Network Solutions Ltd TalkTalk Business in writing, the Hardware Fund can be used solely for the purposes of offsetting Charges for Equipment listed on the Price List. (f) In the event that this Contract is suspended for any reason under clause 12 11 below, we reserve the right to suspend the Hardware Fund or any terms thereof. (g) In the event that this Contract is terminated for any reason under clause 13 12 below, the Hardware Fund will be withdrawn and any residual credit balance of the Hardware Fund will be retained by us. For the avoidance of doubt, any residual credit balance of the Hardware Fund shall have no monetary value and you shall have no right to any payment, future use or credit in relation to such residual balance. (h) We reserve the right to offset any credit amount of the Hardware Fund against any monies due and payable by you to us, (i) No VAT is applied to the Hardware Fund or any drawdown from the Hardware Fund and no invoice or credit note will be issued by us in respect of any VAT in this regard. 9.12 8.12 Any credits (including the Hardware Fund) accrued in the Equipment Account and/or or Airtime Account may be used solely for the purposes of offsetting Charges for Equipment and/or and or Airtime respectively, do not have any monetary value, and you are not entitled to: (a) use any credits accrued in the Equipment Account to offset Airtime Charges or vice versa; or (b) offset any credits accrued in the Equipment Account or the Airtime Account against any outstanding debt; or (c) any payments from any credits accrued in the Equipment Account or the Airtime Account; or (d) any future use of credits accrued in the Equipment Account or the Airtime Account upon termination of this Contract. 9.13 8.13 You will be responsible for any additional Charges arising as a result of your misuse of the Services and/or Product or the Equipment including without limitation the use of the SIM Card otherwise than with Equipment supplied by 21st Century Network Solutions Ltd. 9.14 You shall indemnify 21st Century Network Solutions Ltd and Adaptive Communication Solutions Limited against all costs, damages, expenses and losses and reasonable professional costs and expenses suffered or incurred by 21st Century Network Solutions Ltd and Adaptive Communication Solutions Limited arising out of or in connection with breach by you or other act or omission by you under or in relation to this agreementTalkTalk Business.

HOW WE CHARGE. 9.1 8.1 You will pay us the Charges. Charges will be payable with effect from the date that a Service Product or any part of a Service Product is first made available to you for commercial use. The basis upon how we Charge you for the Services Product is set out in the Tariff and the Price List. 9.2 8.2 All Charges shall be based upon call and billing data recorded by 21st Century Network Solutions Ltd. TalkTalk Business. You acknowledge that roaming calls may take longer to be billed than other types of calls. 9.3 8.3 We may vary our Charges at any time by posting the resulting changes on the 21st Century Network Solutions Ltd TalkTalk Business Website or otherwise giving you notice. The revised Charges will apply to all Services Product provided after the effective date of the notice of change. 9.4 8.4 All Charges are stated exclusive of value added tax (VAT) or other applicable taxes. You will be responsible for paying VAT and other applicable taxes which will be included in our invoices at the applicable rate(s). 9.5 Subject to clause 9.6 and 9.7 ordinarily 21st Century Network Solutions Ltd 8.5 Ordinarily TalkTalk Business will invoice on a monthly basis, where possible on the same date. 21st Century Network Solutions Ltd TalkTalk Business reserves the right to bill you for any late charges. 9.6 8.6 You will, subject to clause 9.10 8.8 and unless otherwise agreed, pay invoices within 14 days of the date of the invoice. 9.7 8.7 Payments will be by Direct Debit only. If a direct debit is dishonoured or cancelled we shall be entitled to pass on to you any administration fee which may include third party charges. We shall also be entitled to charge you a monthly administration fee for each month in which your direct debit is dishonoured or not reinstated following cancellation. Details of applicable fees are available on request. We may charge interest on all overdue amounts from time to time on a daily basis at a rate of 82% above the base rate of the Barclays Royal Bank PLCof Scotland plc, to run from the due date of payment until receipt by us of the full amount (including any accrued interest) whether before or after judgement in respect of the overdue amount. 9.8 8.8 Any invoices which are disputed must be done so within 3 months of the Invoice Date otherwise the invoices will be deemed to be correct. If you wish to dispute an invoice you must write to us and provide us with (i) nature and reason for dispute, (ii) amount in dispute, (iii) any evidence to support the disputed amount. 9.9 8.9 If your Spend is less than the Committed Spend at the end of the Committed Period or Subsequent any Contract PeriodTerm, then we reserve the right to charge you the Reconciliation Charge 9.10 8.10 If at the time after the first three months from the Connection Date the number of Connections you hold is less than the Minimum Holding then we reserve the right to review and/or vary the Tariff; Hardware Fund, Price List or the terms thereof on written notice to you. 9.11 8.11 The Hardware Fund (where applicable) is offered on the following terms: (a) We may vary the Hardware Fund or the terms of this clause 9.11 8.11 at any time by giving you notice. The variations will apply after the effective date of the notice of change. (b) We reserve the right at any time during the Contract to withdraw the Hardware Fund including any remaining credit amount of the Hardware Fund and/or and the right to any future credits against the Hardware Fund in respect of new Connections (if applicable). (c) You may drawdown from the Hardware Fund by sending a Hardware order form (which are available through Customer ServicesProduct) to us or by providing us with a pre-authorised pre-­‐authorised (by a duly authorised representative) purchase order up to 123 days prior to the end of your contract after which the hardware fund will be withdrawnorder. (d) On receipt of an order in accordance with clause 9.11 (c8.11(c) above, the value of the order will be offset against the Hardware Fund (where applicable) and any amount over and above the available Hardware Fund shall be treated as a Charge payable in accordance with this clause 98. (e) Unless otherwise agreed by 21st Century Network Solutions Ltd TalkTalk Business in writing, the Hardware Fund can be used solely for the purposes of offsetting Charges for Equipment listed on the Price List. (f) In the event that this Contract is suspended for any reason under clause 12 11 below, we reserve the right to suspend the Hardware Fund or any terms thereof. (g) In the event that this Contract is terminated for any reason under clause 13 12 below, the Hardware Fund will be withdrawn and any residual credit balance of the Hardware Fund will be retained by us. For the avoidance of doubt, any residual credit balance of the Hardware Fund shall have no monetary value and you shall have no right to any payment, future use or credit in relation to such residual balance. (h) We reserve the right to offset any credit amount of the Hardware Fund against any monies due and payable by you to us, (i) No VAT is applied to the Hardware Fund or any drawdown from the Hardware Fund and no invoice or credit note will be issued by us in respect of any VAT in this regard. 9.12 8.12 Any credits (including the Hardware Fund) accrued in the Equipment Account and/or or Airtime Account may be used solely for the purposes of offsetting Charges for Equipment and/or and or Airtime respectively, do not have any monetary value, and you are not entitled to: (a) use any credits accrued in the Equipment Account to offset Airtime Charges or vice versa; or (b) offset any credits accrued in the Equipment Account or the Airtime Account against any outstanding debt; or (c) any payments from any credits accrued in the Equipment Account or the Airtime Account; or (d) any future use of credits accrued in the Equipment Account or the Airtime Account upon termination of this Contract. 9.13 8.13 You will be responsible for any additional Charges arising as a result of your misuse of the Services and/or Product or the Equipment including without limitation the use of the SIM Card otherwise than with Equipment supplied by 21st Century Network Solutions Ltd. 9.14 You shall indemnify 21st Century Network Solutions Ltd and Adaptive Communication Solutions Limited against all costs, damages, expenses and losses and reasonable professional costs and expenses suffered or incurred by 21st Century Network Solutions Ltd and Adaptive Communication Solutions Limited arising out of or in connection with breach by you or other act or omission by you under or in relation to this agreementTalkTalk Business.

HOW WE CHARGE. 9.1 8.1 You will pay us the Charges. Charges will be payable with effect from the date that a Service Product or any part of a Service Product is first made available to you for commercial use. The basis upon how we Charge you for the Services Product is set out in the Tariff and the Price List. 9.2 8.2 All Charges shall be based upon call and billing data recorded by 21st Century Network Solutions Ltd. VIRTUS Fleet Ltd You acknowledge that roaming calls may take longer to be billed than other types of calls. 9.3 8.3 We may vary our Charges at any time by posting the resulting changes on the 21st Century Network Solutions VIRTUS Fleet Ltd Website or otherwise giving you notice. The revised Charges will apply to all Services Product provided after the effective date of the notice of change. 9.4 8.4 All Charges are stated exclusive of value added tax (VAT) or other applicable taxes. You will be responsible for paying VAT and other applicable taxes which will be included in our invoices at the applicable rate(s). 9.5 Subject to clause 9.6 and 9.7 ordinarily 21st Century Network Solutions 8.5 Ordinarily VIRTUS Fleet Ltd will invoice on a monthly basis, where possible on the same date. 21st Century Network Solutions VIRTUS Fleet Ltd reserves the right to bill you for any late charges. 9.6 8.6 You will, subject to clause 9.10 8.8 and unless otherwise agreed, pay invoices within 14 days of the date of the invoice. 9.7 8.7 Payments will be by Direct Debit only. If a direct debit is dishonoured or cancelled we shall be entitled to pass on to you any administration fee which may include third party charges. We shall also be entitled to charge you a monthly administration fee for each month in which your direct debit is dishonoured or not reinstated following cancellation. Details of applicable fees are available on request. We may charge interest on all overdue amounts from time to time on a daily basis at a rate of 82% above the base rate of the Barclays Royal Bank PLCof Scotland plc, to run from the due date of payment until receipt by us of the full amount (including any accrued interest) whether before or after judgement in respect of the overdue amount. 9.8 8.8 Any invoices which are disputed must be done so within 3 months of the Invoice Date otherwise the invoices will be deemed to be correct. If you wish to dispute an invoice you must write to us and provide us with (i) nature and reason for dispute, (ii) amount in dispute, (iii) any evidence to support the disputed amount. 9.9 8.9 If your Spend is less than the Committed Spend at the end of the Committed Period or Subsequent any Contract PeriodTerm, then we reserve the right to charge you the Reconciliation Charge 9.10 8.10 If at the time after the first three months from the Connection Date the number of Connections you hold is less than the Minimum Holding then we reserve the right to review and/or vary the Tariff; Hardware Fund, Price List or the terms thereof on written notice to you. 9.11 8.11 The Hardware Fund (where applicable) is offered on the following terms: (a) We may vary the Hardware Fund or the terms of this clause 9.11 8.11 at any time by giving you notice. The variations will apply after the effective date of the notice of change. (b) We reserve the right at any time during the Contract to withdraw the Hardware Fund including any remaining credit amount of the Hardware Fund and/or and the right to any future credits against the Hardware Fund in respect of new Connections (if applicable). (c) You may drawdown from the Hardware Fund by sending a Hardware order form (which are available through Customer ServicesProduct) to us or by providing us with a pre-authorised (by a duly authorised representative) purchase order up to 123 days prior to the end of your contract after which the hardware fund will be withdrawnorder. (d) On receipt of an order in accordance with clause 9.11 (c8.11(c) above, the value of the order will be offset against the Hardware Fund (where applicable) and any amount over and above the available Hardware Fund shall be treated as a Charge payable in accordance with this clause 98. (e) Unless otherwise agreed by 21st Century Network Solutions VIRTUS Fleet Ltd in writing, the Hardware Fund can be used solely for the purposes of offsetting Charges for Equipment listed on the Price List. (f) In the event that this Contract is suspended for any reason under clause 12 11 below, we reserve the right to suspend the Hardware Fund or any terms thereof. (g) In the event that this Contract is terminated for any reason under clause 13 12 below, the Hardware Fund will be withdrawn and any residual credit balance of the Hardware Fund will be retained by us. For the avoidance of doubt, any residual credit balance of the Hardware Fund shall have no monetary value and you shall have no right to any payment, future use or credit in relation to such residual balance. (h) We reserve the right to offset any credit amount of the Hardware Fund against any monies due and payable by you to us, (i) No VAT is applied to the Hardware Fund or any drawdown from the Hardware Fund and no invoice or credit note will be issued by us in respect of any VAT in this regard. 9.12 8.12 Any credits (including the Hardware Fund) accrued in the Equipment Account and/or or Airtime Account may be used solely for the purposes of offsetting Charges for Equipment and/or and or Airtime respectively, do not have any monetary value, and you are not entitled to: (a) use any credits accrued in the Equipment Account to offset Airtime Charges or vice versa; or (b) offset any credits accrued in the Equipment Account or the Airtime Account against any outstanding debt; or (c) any payments from any credits accrued in the Equipment Account or the Airtime Account; or (d) any future use of credits accrued in the Equipment Account or the Airtime Account upon termination of this Contract. 9.13 8.13 You will be responsible for any additional Charges arising as a result of your misuse of the Services and/or Product or the Equipment including without limitation the use of the SIM Card otherwise than with Equipment supplied by 21st Century Network Solutions VIRTUS Fleet Ltd. 9.14 You shall indemnify 21st Century Network Solutions Ltd and Adaptive Communication Solutions Limited against all costs, damages, expenses and losses and reasonable professional costs and expenses suffered or incurred by 21st Century Network Solutions Ltd and Adaptive Communication Solutions Limited arising out of or in connection with breach by you or other act or omission by you under or in relation to this agreement.