Common use of Licence Fees and Payments Clause in Contracts

Licence Fees and Payments. 6.1 During the currency of the licence, granted pursuant to the terms of this Agreement, the Licensee shall pay the Licence Fees calculated and payable to HKEX-IS in accordance with the provisions of the Memorandum of Permitted Purpose, Schedules 3 and 5 and any relevant Contract Elements. 6.2 HKEX-IS shall have the right to amend the Licence Fees or any element of them at any time upon givin g the Licensee not less than 90 days' notice in writing thereof. At any time during the 30 days following service of such notice, the Licensee shall be entitled to terminate this Agreement or the Datafeed to which such amendment relates, with effect from the date when the amendment is to be implemented, by giving written notice to HKEX-IS. For the avoidance of doubt, HKEX-IS’ right to amend the Licence Fees or any element of them includes without limitation the right to introduce additional Licence Fees to cover any new or existing types of service, to modify the basis for calculating any Licence Fees and to change the classification of any service so that an amended Licence Fee becomes payable. 6.3 Licence Fees are not refundable except in accordance with this clause 6.3. Any Licence Fees paid in advance for Information or parts thereof will be refundable on a pro-rata basis to the Licensee: (i) if the Licensee ceases to use Information or parts thereof pursuant to clauses 5.6, 6.2, 7.6 or 11.1 herein; or (ii) if the Licensee terminates this Agreement or the relevant Datafeed pursuant to clauses 5.6, 6.2, 7.6 or 11.1 herein, provided that the Licensee has fully discharged all of its obligations under this Agreement and provided that no refund shall be made i n respect of any incomplete month. 6.4 The Licensee shall provide a statement (the “Individual User Report”) to HKEX-IS within 15 days of the end of each month (unless the Individual User Report relates to Individual Users outside Hong Kong, in which case it shall be provided within 30 days of the end of the month) as to: - 6.4.1 the names of the Individual Users to whom it has provided the Information during the preceding month and stating the name or nature of the service by which each Individual User received the Information, the number and type of Individual User Units for each Individual User within Hong Kong and outside Hong Kong; and 6.4.2 the License Fees payable for that month. The Individual User Report shall contain such further information and shall be provided in such format as HKEX-IS may reasonably require (by not less than 90 days’ written notice) from time to time. 6.5 The Licensee shall maintain complete and accurate records on the calculation of the Licence Fees specified in each Individual User Report and shall make such records available to HKEX-IS within 30 days of receiving HKEX-IS' written request. HKEX-IS shall have the right not more than once in each Quarter during the currency of this Agreement and also once in the Quarter following termination of this Agreement to inspect all documents pertaining to such records covering the period of the preceding Quarter (and, if not yet so inspected, previous Quarters) either itself or by its authorized agents. The Licensee shall, upon receiving HKEX-IS' written request, permit and/or (if so requested) procure that HKEX-IS may inspect promptly thereafter the premises and records of the Licensee and any sub-licensee, for the purpose of satisfying HKEX-IS by whatever proofs HKEX-IS may reasonably require that the Licence Fees are being properly accounted for and/or that the Licensee and/or its Individual Users and/or its sub-licensees are using the Information for the Permitted Purpose only and are not using Information contrary to the provisions of clause 5, provided always that the Licensee shall not be obliged to make and/or procure such inspection to take place more than once in any Quarter. HKEX-IS shall bear its costs (including internal management time and expenses) of each inspection, unless the inspection establishes that HKEX-IS has been underpaid by 5% or more of the amount actually paid in respect of Licence Fees for that Quarter in which case the Licensee shall bear such costs. For the avoidance of doubt, such underpayment shall b e deemed to have been payable with effect from the due date for providing the Individual User Report relevant to such underpayment. 6.6 The Licensee shall, upon receiving HKEX-IS' written request, inspect and/or (if so requested) procure that HKEX-IS or its authorized agents may inspect promptly thereafter the premises and records of any Individual User specified by HKEX-IS, for the purpose of satisfying HKEX-IS by whatever proofs HKEX-IS may reasonably require that the Licence Fees in respect of that Individual User are being properly accounted for and/or that the Individual User is not using Information contrary to the provisions of clause 5, provided always that the Licensee shall not be obliged to make and/or procure such inspection (in respect of any one Individual User) to take place more than once in any Quarter. 6.7 In accordance with the procedures provided in the LAQ Guideline published by HKEX-IS on xxx.xxxx.xxx.xx and as amended, superseded or replaced from time to time, HKEX-IS shall compile and provide the Licensee with a Licensee auditor questionnaire. In response to such questionnaire, the Licensee shall provide HKEX-IS with a statement (the “LAQ Statement”) made by the Licensee's auditors, in such form and at such times as HKEX-IS may reasonably require. HKEX-IS shall notify any change in its requirements by not less than 90 days’ written notice unless HKEX-IS is compelled to make such change on shorter notice or without any notice for reasons which are beyond its control. 6.8 If HKEX-IS establishes, by whatever means, that Information is being or has been used to provide services (a) outside the scope of the Permitted Purpose or (b) within the scope of the Permitted Purpose but in a manner materially different to the manner in which the Licensee had previously represented to HKEX-IS that those services would be provided, then HKEX-IS shall be entitled to issue a revised Memorandum of Permitted Purpose to re-define and/or re-classify the services, which shall form a part of this Agreement and shall replace any then existing Memorandum of Permitted Purpose with effect from its date of issue by HKEX-IS. If HKEX-IS does so re-classify any services:- (i) the Licensee shall be liable to pay Licence Fees in accordance with such re-classification as if those services had been so classified from the date when they were first so provided; and (ii) the Licensee shall pay promptly to HKEX-IS or HKEX-IS shall re-pay promptly to the Licensee, as the case may be, the balance of any monies thereby due. 6.9 If the Licensee is late in paying any sums due to HKEX-IS under this Agreement by more than 30 days, interest shall be payable on such sums calculated from the date such sums first become due in respect of each month or part thereof for which they are not paid at a rate of 40% per annum. 6.10 Where an inspection is made pursuant to clauses 6.5 or 6.6 and HKEX-IS is of the opinion that HKEX-IS has been underpaid by 5% or more of the relevant Licence Fees, the Licensee shall, upon receiving HKEX- IS’ written request, permit and/or if so requested procure such further inspections by HKEX-IS as HKEX-IS considers (notwithstanding, for the avoidance of doubt, any other provision of those clauses) necessary to determine the proper basis on which those Licence Fees should have been accounted for. 6.11 HKEX-IS and/or its authorized agents shall keep confidential all information derived from an Individual User Report submitted pursuant to clause 6.4 and all information disclosed in connection with any inspection made pursuant to clause 6.5 or 6.6, except to the extent permitted under this Agreement, required by law or any regulatory authority or as necessary in connection with any legal proceedings.

Licence Fees and Payments. 6.1 During the currency of the licence, granted pursuant to the terms of this Agreement, the Licensee shall pay the Licence Fees calculated and payable to HKEX-IS in accordance with the provisions of the Memorandum of Permitted Purpose, Schedules 3 and 5 and any relevant Contract Elements. 6.2 HKEX-IS shall have the right to amend the Licence Fees or any element of them at any time upon givin g giving the Licensee not less than 90 days' notice in writing thereof. At any time during the 30 days following service of such notice, the Licensee shall be entitled to terminate this Agreement or the Datafeed to which such amendment relates, with effect from the date when the amendment is to be implemented, by giving written notice to HKEX-IS. For the avoidance of doubt, HKEX-IS’ right to amend the Licence Fees or any element of them includes without limitation the right to introduce additional Licence Fees to cover any new or existing types of service, to modify the basis for calculating any Licence Fees and to change the classification of any service so that an amended Licence Fee becomes payable. 6.3 Licence Fees are not refundable except in accordance with this clause 6.3. Any Licence Fees paid in advance for the Information or parts thereof will be refundable on a pro-rata pro -rata basis to the Licensee: (i) if the Licensee ceases to use the Information or parts thereof pursuant to clauses 5.65.4, 6.2, 7.6 or or 11.1 herein; or (ii) if the Licensee terminates this Agreement or the relevant Datafeed pursuant to clauses 5.65.4, 6.2, 7.6 or 11.1 herein, provided that the Licensee has fully discharged all of its obligations under this Agreement and provided that no refund shall be made i n in respect of any incomplete month. 6.4 The Licensee shall provide a statement (the “Individual User Report”) to HKEX-IS within 15 days of the end of each month (unless the Individual User Report relates to Individual Users outside Hong Kong, in which case it shall be provided within 30 days of the end of the month) as to: - 6.4.1 the names of the Individual Users to whom it has provided the Information during the preceding month and stating the name or nature of the service by which each Individual User received the Information, the number and type of Individual User Units for each Individual User within Hong Kong and outside Hong Kong; and 6.4.2 the License Fees payable for that month. The Individual User Report shall contain such further information and shall be provided in such format as HKEX-IS may reasonably require (by not less than 90 days’ written notice) from time to time. 6.5 The Licensee shall maintain complete and accurate records on the calculation of the Licence Fees specified in each Individual User Report and shall make such records available to HKEX-IS within 30 days of receiving HKEX-IS' written request. HKEX-IS shall have the right not more than once in each Quarter during the currency of this Agreement and also once in the Quarter following termination of this Agreement to inspect all documents pertaining to such records covering the period of the preceding Quarter (and, if not yet so inspected, previous Quarters) either itself or by its authorized agents. The Licensee shall, upon receiving HKEX-IS' written request, permit and/or (if so requested) procure that HKEX-IS may inspect promptly thereafter the premises and records of the Licensee and any sub-licensee, for the purpose of satisfying HKEX-IS by whatever proofs HKEX-IS may reasonably require that the Licence Fees are being properly accounted for and/or that the Licensee and/or its Individual Users and/or its sub-licensees are using the Information for the Permitted Purpose only and are not using the Information contrary to the provisions of clause 5, provided always that the Licensee shall not be obliged to make and/or procure such inspection to take place more than once in any Quarter. HKEX-IS shall bear its costs (including internal management time and expenses) of each inspection, unless the inspection establishes that HKEX-IS has been underpaid by 5% or more of the amount actually paid in respect of Licence Fees for that Quarter in which case the Licensee shall bear such costs. For the avoidance of doubt, such underpayment shall b e deemed to have been payable with effect from the due date for providing the Individual User Report relevant to such underpayment. 6.6 The Licensee shall, upon receiving HKEX-IS' written request, inspect and/or (if so requested) procure that HKEX-IS or its authorized agents may inspect promptly thereafter the premises and records of any Individual User specified by HKEX-IS, for the purpose of satisfying HKEX-IS by whatever proofs HKEX-IS may reasonably require that the Licence Fees in respect of that Individual User are being properly accounted for and/or that the Individual User is not using Information contrary to the provisions of clause 5, provided always that the Licensee shall not be obliged to make and/or procure such inspection (in respect of any one Individual User) to take place more than once in any Quarter. 6.7 In accordance with the procedures provided in the LAQ Guideline published by HKEX-IS on xxx.xxxx.xxx.xx and as amended, superseded or replaced from time to time, HKEX-IS shall compile and provide the Licensee with a Licensee auditor questionnaire. In response to such questionnaire, the Licensee shall provide HKEX-IS with a statement (the “LAQ Statement”) made by the Licensee's auditors, in such form and at such times as HKEX-IS may reasonably require. HKEX-IS shall notify any change in its requirements by not less than 90 days’ written notice unless HKEX-IS is compelled to make such change on shorter notice or without any notice for reasons which are beyond its control. 6.8 6.5 If HKEX-IS establishes, by whatever means, that the Information is being or has been used to provide services services (a) outside the scope of the Permitted Purpose or (b) within the scope of the Permitted Purpose but in a manner materially different to the manner in which the Licensee had previously represented to HKEX-IS that those services would be provided, then HKEX-IS shall be entitled to issue a revised Memorandum of Permitted Purpose to re-define and/or re-classify the services, which shall form a part of this Agreement and shall replace any then existing Memorandum of Permitted Purpose with effect from its date of issue by HKEX-IS. If HKEX-IS does so re-classify any services:- (i) the Licensee shall be liable to pay Licence Fees in accordance with such re-classification re -classification as if those services had been so classified from the date when they were first so provided; and (ii) the Licensee shall pay promptly to HKEX-IS or HKEX-IS shall re-pay promptly to the Licensee, as the case may be, the balance of any monies thereby due. 6.9 6.6 If the Licensee is late in paying any sums due to HKEX-IS under this Agreement by more than 30 days, interest shall be payable on such sums calculated from the date such sums first become due in respect of each month or part thereof for which they are not paid at a rate of 40% per annum. 6.10 Where an inspection is made pursuant to clauses 6.5 or 6.6 and HKEX-IS is of the opinion that HKEX-IS has been underpaid by 5% or more of the relevant Licence Fees, the Licensee shall, upon receiving HKEX- IS’ written request, permit and/or if so requested procure such further inspections by HKEX-IS as HKEX-IS considers (notwithstanding, for the avoidance of doubt, any other provision of those clauses) necessary to determine the proper basis on which those Licence Fees should have been accounted for. 6.11 6.7 HKEX-IS and/or its authorized agents shall keep confidential all information derived from an Individual User Report submitted pursuant to clause 6.4 and all information disclosed in connection with any inspection made pursuant to clause 6.5 or 6.66.4, except to the extent permitted under this Agreement, required by law or any regulatory authority or as necessary in connection with any legal proceedings.

Licence Fees and Payments. 6.1 During the currency of the licence, granted pursuant to the terms of this Agreement, the Licensee shall pay the Licence Fees calculated and payable to HKEX-IS in accordance with the provisions of the Memorandum of Permitted Purpose, Schedules 3 and 5 and any relevant Contract Elements. 6.2 HKEX-IS shall have the right to amend the Licence Fees or any element of them at any time upon givin g giving the Licensee not less than 90 days' notice in writing thereof. At any time during the 30 days following service of such notice, the Licensee shall be entitled to terminate this Agreement or the Datafeed to which such amendment relates, with effect from the date when the amendment is to be implemented, by giving giv ing written notice to HKEX-IS. For the avoidance of doubt, HKEX-IS’ right to amend the Licence Fees or any element of them includes without limitation the right to introduce additional Licence Fees to cover any new or existing types of service, to modify the basis for calculating any Licence Fees and to change the classification of any service so that an amended Licence Fee becomes payable. 6.3 Licence Fees are not refundable except in accordance with this clause 6.3. Any Licence Fees paid in advance for Information or parts thereof will be refundable on a pro-rata basis to the Licensee: (i) if the Licensee ceases to use Information or parts thereof pursuant to clauses 5.6, 6.2, 7.6 or 11.1 herein; or (ii) if the Licensee terminates this Agreement or the relevant re levant Datafeed pursuant to clauses 5.6, 6.2, 7.6 or 11.1 herein, provided that the Licensee has fully discharged all of its obligations under this Agreement and provided that no refund shall be made i n in respect of any incomplete month. 6.4 The Licensee shall provide a statement (the “Individual User Report”) to HKEX-IS within 15 days of the end of each month (unless the Individual User Report relates to Individual Users outside Hong Kong, in which case it shall be provided within 30 days of the end of the month) as to: -to:- 6.4.1 the names of the Individual Users to whom it has provided the Information during the preceding month and stating the name or nature of the service by which each Individual User received the Information, the number and type of Individual User Units for each Individual User within Hong Kong and outside Hong Kong; and 6.4.2 the License Fees payable for that month. The Individual User Report shall contain such further information and shall be provided in such format as HKEX-IS may reasonably require (by not less than 90 days’ written notice) from time to time. 6.5 The Licensee shall maintain complete and accurate records on the calculation of the Licence Fees specified in each Individual User Report and shall make such records available to HKEX-IS within 30 days of receiving HKEX-IS' written request. HKEX-IS shall have the right not more than once in each Quarter during the currency of this Agreement and also once in the Quarter following termination of this Agreement to inspect all documents pertaining to such records covering the period of the preceding Quarter (and, if not yet so inspected, previous Quarters) either itself or by its authorized agents. The Licensee shall, upon receiving HKEX-IS' written request, permit and/or (if so requested) procure that HKEX-IS may inspect promptly thereafter the premises and records of the Licensee and any sub-licensee, for the purpose of satisfying HKEX-IS by whatever proofs HKEX-IS may reasonably require that the Licence Fees are being properly accounted for and/or that the Licensee and/or its Individual Users and/or its sub-licensees are using the Information for the Permitted Purpose only and are not using Information contrary to the provisions of clause 5, provided always that the Licensee shall not be obliged to make and/or procure such inspection to take place more than once in any Quarter. HKEX-IS shall bear its costs (including internal management time and expenses) of each inspection, unless the inspection establishes that HKEX-IS has been underpaid by 5% or more of the amount actually paid in respect of Licence Fees for that Quarter in which case the Licensee shall bear such costs. For the avoidance of doubt, such underpayment shall b e be deemed to have been payable with effect from the due date for providing the Individual User Report relevant to such underpayment. 6.6 The Licensee shall, upon receiving HKEX-IS' written request, inspect and/or (if so requested) procure that HKEX-IS or its authorized agents may inspect promptly thereafter the premises and records of any Individual User specified by HKEX-IS, for the purpose of satisfying HKEX-IS by whatever proofs HKEX-IS may reasonably require that the Licence Fees in respect of that Individual User are being properly accounted for and/or that the Individual User is not using Information contrary to the provisions of clause 5, provided always that the Licensee shall not be obliged to make and/or procure such inspection (in respect of any one Individual User) to take place more than once in any Quarter. 6.7 In accordance with the procedures provided in the LAQ Guideline published by HKEX-IS on xxx.xxxx.xxx.xx and as amended, superseded or replaced from time to time, HKEX-IS shall compile and provide the Licensee with a Licensee auditor questionnaire. In response to such questionnaire, the Licensee shall provide HKEX-IS with a statement (the “LAQ Statement”) made by the Licensee's auditors, in such form and at such times as HKEX-IS may reasonably require. HKEX-IS shall notify any change in its requirements by not less than 90 days’ written notice unless HKEX-IS is compelled to make such change on shorter notice or without any notice for reasons which are beyond its control. 6.8 If HKEX-IS establishes, by whatever means, that Information is being or has been used to provide services (a) outside the scope of the Permitted Purpose or (b) within the scope of the Permitted Purpose but in a manner materially different to the manner in which the Licensee had previously represented to HKEX-IS that those services would be provided, then HKEX-IS shall be entitled to issue a revised Memorandum of Permitted Purpose to re-define and/or re-classify the services, which shall form a part of this Agreement and shall replace any then existing Memorandum of Permitted Purpose with effect from its date of issue by HKEX-IS. If HKEX-IS does so re-classify any services:- (i) the Licensee shall be liable to pay Licence Fees in accordance with such re-classification as if those services had been so classified from the date when they were first so provided; and (ii) the Licensee shall pay promptly to HKEX-IS or HKEX-IS shall re-pay promptly to the Licensee, as the case may be, the balance of any monies thereby due. 6.9 If the Licensee is late in paying any sums due to HKEX-IS under this Agreement by more than 30 days, interest shall be payable on such sums calculated from the date such sums first become due in respect of each month or part thereof for which they are not paid at a rate of 40% per annum. 6.10 Where an inspection is made pursuant to clauses 6.5 or 6.6 and HKEX-IS is of the opinion that HKEX-IS has been underpaid by 5% or more of the relevant Licence Fees, the Licensee shall, upon receiving HKEX- IS’ written request, permit and/or if so requested procure such further inspections by HKEX-IS as HKEX-IS considers (notwithstanding, for the avoidance of doubt, any other provision of those clauses) necessary to determine the proper basis on which those Licence Fees should have been accounted for. 6.11 HKEX-IS and/or its authorized agents shall keep confidential all information derived from an Individual User Report submitted pursuant to clause 6.4 and all information disclosed in connection with any inspection made pursuant to clause 6.5 or 6.6, except to the extent permitted under this Agreement, required by law or any regulatory authority or as necessary in connection with any legal proceedings.

Licence Fees and Payments. 6.1 During the currency of the licence, granted pursuant to the terms of this Agreement, the Licensee shall pay the Licence Fees calculated and payable to HKEX-IS in accordance with the provisions of the Memorandum of Permitted Purpose, Schedules 3 and 5 and any relevant Contract Elements. 6.2 HKEX-IS shall have the right to amend the Licence Fees or any element of them at any time upon givin g giving the Licensee not less than 90 days' notice in writing thereof. At any time during the 30 days following service of such notice, the Licensee shall be entitled to terminate this Agreement or the Datafeed to which such amendment relates, with effect from the date when the amendment is to be implemented, by giving written notice to HKEX-IS. For the avoidance of doubt, HKEX-IS’ right to amend the Licence Fees or any element of them includes without limitation the right to introduce additional Licence Fees to cover any new or existing types of service, to modify the basis for calculating any Licence Fees and to change the classification of any service so that an amended Licence Fee becomes payable. 6.3 Licence Fees are not refundable except in accordance with this clause 6.3. Any Licence Fees paid in advance for Information or parts thereof will be refundable on a pro-rata basis to the Licensee: (i) if the Licensee ceases to use Information or parts thereof pursuant to clauses 5.6, 6.2, 7.6 or 11.1 herein; or (ii) if the Licensee terminates this Agreement or the relevant Datafeed pursuant to clauses 5.6, 6.2, 7.6 or 11.1 herein, provided that the Licensee has fully discharged all of its obligations under this Agreement and provided that no refund shall be made i n in respect of any incomplete month. 6.4 The Licensee shall provide a statement (the “Individual User Report”) to HKEX-IS within 15 days of the end of each month (unless the Individual User Report relates to Individual Users outside Hong Kong, in which case it shall be provided within 30 days of the end of the month) as to: -to:- 6.4.1 the names of the Individual Users to whom it has provided the Information during the preceding month and stating the name or nature of the service by which each Individual User received the Information, the number and type of Individual User Units for each Individual User within Hong Kong and outside Hong Kong; and 6.4.2 the License Fees payable for that month. The Individual User Report shall contain such further information and shall be provided in such format as HKEX-IS may reasonably require (by not less than 90 days’ written notice) from time to time. The Licensee shall ensure that: (a) any information provided by the Licensee to HKEX-IS is accurate, complete, up-to-date and not misleading, and can be lawfully provided to and processed by HKEX- IS; and (b) where applicable, it shall apply best endeavours in the provision of the necessary cooperation and information to assist HKEX-IS in respect of HKEX-IS’s compliance with applicable data protection laws. 6.5 The Licensee shall maintain complete and accurate records on the calculation of the Licence Fees specified in each Individual User Report and shall make such records available to HKEX-IS within 30 days of receiving HKEX-IS' written request. HKEX-IS shall have the right not more than once in each Quarter during the currency of this Agreement and also once in the Quarter following termination of this Agreement to inspect all documents pertaining to such records covering the period of the preceding Quarter (and, if not yet so inspected, previous Quarters) either itself or by its authorized agents. The Licensee shall, upon receiving HKEX-IS' written request, permit and/or (if so requested) procure that HKEX-IS may inspect promptly thereafter the premises and records of the Licensee and any sub-licensee, for the purpose of satisfying HKEX-IS by whatever proofs HKEX-IS may reasonably require that the Licence Fees are being properly accounted for and/or that the Licensee and/or its Individual Users and/or its sub-licensees are using the Information for the Permitted Purpose only and are not using Information contrary to the provisions of clause 5, provided always that the Licensee shall not be obliged to make and/or procure such inspection to take place more than once in any Quarter. HKEX-IS shall bear its costs (including internal management time and expenses) of each inspection, unless the inspection establishes that HKEX-IS has been underpaid by 5% or more of the amount actually paid in respect of Licence Fees for that Quarter in which case the Licensee shall bear such costs. For the avoidance of doubt, such underpayment shall b e be deemed to have been payable with effect from the due date for providing the Individual User Report relevant to such underpayment. 6.6 The Licensee shall, upon receiving HKEX-IS' written request, inspect and/or (if so requested) procure that HKEX-IS or its authorized agents may inspect promptly thereafter the premises and records of any Individual User specified by HKEX-IS, for the purpose of satisfying HKEX-IS by whatever proofs HKEX-IS may reasonably require that the Licence Fees in respect of that Individual User are being properly accounted for and/or that the Individual User is not using Information contrary to the provisions of clause 5, provided always that the Licensee shall not be obliged to make and/or procure such inspection (in respect of any one Individual User) to take place more than once in any Quarter. 6.7 In accordance with the procedures provided in the LAQ Guideline published by HKEX-IS on xxx.xxxx.xxx.xx and as amended, superseded or replaced from time to time, HKEX-IS shall compile and provide the Licensee with a Licensee auditor questionnaire. In response to such questionnaire, the Licensee shall provide HKEX-IS with a statement (the “LAQ Statement”) made by the Licensee's auditors, in such form and at such times as HKEX-IS may reasonably require. HKEX-IS shall notify any change in its requirements by not less than 90 days’ written notice unless HKEX-IS is compelled to make such change on shorter notice or without any notice for reasons which are beyond its control. 6.8 If HKEX-IS establishes, by whatever means, that Information is being or has been used to provide services (a) outside the scope of the Permitted Purpose or (b) within the scope of the Permitted Purpose but in a manner materially different to the manner in which the Licensee had previously represented to HKEX-IS that those services would be provided, then HKEX-IS shall be entitled to issue a revised Memorandum of Permitted Purpose to re-define and/or re-classify the services, which shall form a part of this Agreement and shall replace any then existing Memorandum of Permitted Purpose with effect from its date of issue by HKEX-IS. If HKEX-IS does so re-classify any services:- (i) the Licensee shall be liable to pay Licence Fees in accordance with such re-classification as if those services had been so classified from the date when they were first so provided; and (ii) the Licensee shall pay promptly to HKEX-IS or HKEX-IS shall re-pay promptly to the Licensee, as the case may be, the balance of any monies thereby due. 6.9 If the Licensee is late in paying any sums due to HKEX-IS under this Agreement by more than 30 days, interest shall be payable on such sums calculated from the date such sums first become due in respect of each month or part thereof for which they are not paid at a rate of 40% per annum. 6.10 Where an inspection is made pursuant to clauses 6.5 or 6.6 and HKEX-IS is of the opinion that HKEX-IS has been underpaid by 5% or more of the relevant Licence Fees, the Licensee shall, upon receiving HKEX- IS’ written request, permit and/or if so requested procure such further inspections by HKEX-IS as HKEX-IS considers (notwithstanding, for the avoidance of doubt, any other provision of those clauses) necessary to determine the proper basis on which those Licence Fees should have been accounted for. 6.11 HKEX-IS and/or its authorized agents shall keep confidential all information derived from an Individual User Report submitted pursuant to clause 6.4 and all information disclosed in connection with any inspection made pursuant to clause 6.5 or 6.6, except to the extent permitted under this Agreement, required by law or any regulatory authority or as necessary in connection with any legal proceedings.

Licence Fees and Payments. 6.1 During the currency of the licence, granted pursuant to the terms of this Agreement, the Licensee shall pay the Licence Fees calculated and payable to HKEX-IS (CHINA) in accordance with the provisions of the Memorandum of Permitted Purpose, Schedules 3 and 5 and any relevant Contract Elements. 6.2 HKEX-IS (CHINA) shall have the right to amend the Licence Fees or any element of them at any time upon givin g giving the Licensee not less than 90 days' notice in writing thereof. At any time during the 30 days following service of such notice, the Licensee shall be entitled to terminate this Agreement or the Datafeed to which such amendment relates, with effect from the date when the amendment is to be implemented, by giving written notice to HKEX-ISIS (CHINA). For the avoidance of doubt, HKEX-IS’ IS (CHINA)’s right to amend the Licence Fees or any element of them includes without limitation the right to introduce additional Licence Fees to cover any new or existing types of service, to modify the basis for calculating any Licence Fees and to change the classification of any service so that an amended Licence Fee becomes payable. 6.3 Licence Fees are not refundable except in accordance with this clause 6.3. Any Licence Fees paid in advance for Information or parts thereof will be refundable on a pro-rata basis to the Licensee: (i) if the Licensee ceases to use Information or parts thereof pursuant to clauses 5.6, 6.2, 7.6 or 11.1 herein; or (ii) if the Licensee terminates this Agreement or the relevant Datafeed pursuant to clauses 5.6, 6.2, 7.6 or 11.1 herein, provided that the Licensee has fully discharged all of its obligations under this Agreement and provided that no refund shall be made i n respect of any incomplete month.11.1 6.4 The Licensee shall provide a statement (the “Individual User Report”) to HKEX-IS (CHINA) within 15 days of the end of each month (unless the Individual User Report relates to Individual Users outside Hong Kong, in which case it shall be provided within 30 days of the end of the month) as to: -to:- 6.4.1 the names of the Individual Users to whom it has provided the Information during the preceding month and stating the name or nature of the service by which each Individual User received the Information, the number and type of Individual User Units for each Individual User within Hong Kong and outside Hong Kong; and 6.4.2 the License Fees payable for that month. The Individual User Report shall contain such further information and shall be provided in such format as HKEX-IS (CHINA) may reasonably require (by not less than 90 days’ written notice) from time to time. The Licensee shall ensure that: (a) any information provided by the Licensee to HKEX-IS (CHINA) is accurate, complete, up-to-date and not misleading, and can be lawfully provided to and processed by HKEX-IS (CHINA); and (b) where applicable, it shall apply best endeavours in the provision of the necessary cooperation and information to assist HKEX-IS (CHINA) in respect of HKEX-IS (CHINA)’s compliance with applicable data protection laws. 6.5 The Licensee shall maintain complete and accurate records on the calculation of the Licence Fees specified in each Individual User Report and shall make such records available to HKEX-IS (CHINA) within 30 days of receiving HKEX-IS' IS (CHINA)'s written request. HKEX-IS (CHINA) shall have the right not more than once in each Quarter during the currency of this Agreement and also once in the Quarter following termination of this Agreement to inspect all documents pertaining to such records covering the period of the preceding Quarter (and, if not yet so inspected, previous Quarters) either itself or by its authorized agents. The Licensee shall, upon receiving HKEX-IS' IS (CHINA)'s written request, permit and/or (if so requested) procure that HKEX-IS (CHINA) may inspect promptly thereafter the premises and records of the Licensee and any sub-licensee, for the purpose of satisfying HKEX-IS (CHINA) by whatever proofs HKEX-HKEX- IS (CHINA) may reasonably require that the Licence Fees are being properly accounted for and/or that the Licensee and/or its Individual Users and/or its sub-licensees are using the Information for the Permitted Purpose only and are not using Information contrary to the provisions of clause 5, provided always that the Licensee shall not be obliged to make and/or procure such inspection to take place more than once in any Quarter. HKEX-IS (CHINA) shall bear its costs (including internal management time and expenses) of each inspection, unless the inspection establishes that HKEX-IS (CHINA) has been underpaid by 5% or more of the amount actually paid in respect of Licence Fees for that Quarter in which case the Licensee shall bear such costs. For the avoidance of doubt, such underpayment shall b e be deemed to have been payable with effect from the due date for providing the Individual User Report relevant to such underpayment. 6.6 The Licensee shall, upon receiving HKEX-IS' IS (CHINA)'s written request, inspect and/or (if so requested) procure that HKEX-IS (CHINA) or its authorized agents may inspect promptly thereafter the premises and records of any Individual User specified by HKEX-ISIS (CHINA), for the purpose of satisfying HKEX-IS (CHINA) by whatever proofs HKEX-IS (CHINA) may reasonably require that the Licence Fees in respect of that Individual User are being properly accounted for and/or that the Individual User is not using Information contrary to the provisions of clause 5, provided always that the Licensee shall not be obliged to make and/or procure such inspection (in respect of any one Individual User) to take place more than once in any Quarter. 6.7 In accordance with the procedures provided in the LAQ Guideline published by HKEX-IS (CHINA) on xxx.xxxx.xxx.xx and as amended, superseded or replaced from time to time, HKEX-IS (CHINA) shall compile and provide the Licensee with a Licensee auditor questionnaire. In response to such questionnaire, the Licensee shall provide HKEX-IS (CHINA) with a statement (the “LAQ Statement”) made by the Licensee's auditors, in such form and at such times as HKEX-IS (CHINA) may reasonably require. HKEX-IS (CHINA) shall notify any change in its requirements by not less than 90 days’ written notice unless HKEX-IS (CHINA) is compelled to make such change on shorter notice or without any notice for reasons which are beyond its control. 6.8 If HKEX-IS (CHINA) establishes, by whatever means, that Information is being or has been used to provide services services (a) outside the scope of the Permitted Purpose or (b) within the scope of the Permitted Purpose but in a manner materially different to the manner in which the Licensee had previously represented to HKEX-IS (CHINA) that those services would be provided, then HKEX-IS (CHINA) shall be entitled to issue a revised Memorandum of Permitted Purpose to re-define and/or re-classify the services, which shall form a part of this Agreement and shall replace any then existing Memorandum of Permitted Purpose with effect from its date of issue by HKEX-ISIS (CHINA). If HKEX-IS (CHINA) does so re-classify any services:- (i) the Licensee shall be liable to pay Licence Fees in accordance with such re-classification as if those services had been so classified from the date when they were first so provided; and (ii) the Licensee shall pay promptly to HKEX-IS (CHINA) or HKEX-IS (CHINA) shall re-pay promptly to the Licensee, as the case may be, the balance of any monies thereby due. 6.9 If the Licensee is late in paying any sums due to HKEX-IS (CHINA) under this Agreement by more than 30 days, interest shall be payable on such sums calculated from the date such sums first become due in respect of each month or part thereof for which they are not paid at a rate of 40% per annum. 6.10 Where an inspection is made pursuant to clauses 6.5 or 6.6 and HKEX-IS (CHINA) is of the opinion that HKEX-IS (CHINA) has been underpaid by 5% or more of the relevant Licence Fees, the Licensee shall, upon receiving HKEX- IS’ HKEX-IS (CHINA)’s written request, permit and/or if so requested procure such further inspections by HKEX-IS (CHINA) as HKEX-IS (CHINA) considers (notwithstanding, for the avoidance of doubt, any other provision of those clauses) necessary to determine the proper basis on which those Licence Fees should have been accounted for. 6.11 HKEX-IS (CHINA) and/or its authorized agents shall keep confidential all information derived from an Individual User Report submitted pursuant to clause 6.4 and all information disclosed in connection with any inspection made pursuant to clause 6.5 or 6.6, except to the extent permitted under this Agreement, required by law or any regulatory authority or as necessary in connection with any legal proceedings.

Licence Fees and Payments. 6.1 During the currency of the licence, granted pursuant to the terms of this Agreement, the Licensee shall pay the Licence Fees calculated and payable to HKEX-IS in accordance with the provisions of the Memorandum of Permitted Purpose, Schedules 3 and 5 and any relevant Contract Elements. 6.2 HKEX-IS shall have the right to amend the Licence Fees or any element of them at any time upon givin g giving the Licensee not less than 90 days' notice in writing thereof. At any time during the 30 days following service of such notice, the Licensee shall be entitled to terminate this Agreement or the Datafeed to which such amendment relates, with effect from the date when the amendment is to be implemented, by giving written notice to HKEX-IS. For the avoidance of doubt, HKEX-IS’ right to amend the Licence Fees or any element of them includes without limitation the right to introduce additional Licence Fees to cover any new or existing types of service, to modify the basis for calculating any Licence Fees and to change the classification of any service so that an amended Licence Fee becomes payable. 6.3 Licence Fees are not refundable except in accordance with this clause 6.3. Any Licence Fees paid in advance for the Information or parts thereof will be refundable on a pro-rata basis to the Licensee: (i) if the Licensee ceases to use the Information or parts thereof pursuant to clauses 5.65.4, 6.2, 7.6 or or 11.1 herein; or (ii) if the Licensee terminates this Agreement or the relevant Datafeed pursuant to clauses 5.65.4, 6.2, 7.6 or 11.1 herein, provided that the Licensee has fully discharged all of its obligations under this Agreement and provided that no refund shall be made i n in respect of any incomplete month. 6.4 The Licensee shall provide a statement (the “Individual User Report”) to HKEX-IS within 15 days of the end of each month (unless the Individual User Report relates to Individual Users outside Hong Kong, in which case it shall be provided within 30 days of the end of the month) as to: - 6.4.1 the names of the Individual Users to whom it has provided the Information during the preceding month and stating the name or nature of the service by which each Individual User received the Information, the number and type of Individual User Units for each Individual User within Hong Kong and outside Hong Kong; and 6.4.2 the License Fees payable for that month. The Individual User Report shall contain such further information and shall be provided in such format as HKEX-IS may reasonably require (by not less than 90 days’ written notice) from time to time. 6.5 The Licensee shall maintain complete and accurate records on the calculation of the Licence Fees specified in each Individual User Report and shall make such records available to HKEX-IS within 30 days of receiving HKEX-IS' written request. HKEX-IS shall have the right not more than once in each Quarter during the currency of this Agreement and also once in the Quarter following termination of this Agreement to inspect all documents pertaining to such records covering the period of the preceding Quarter (and, if not yet so inspected, previous Quarters) either itself or by its authorized agents. The Licensee shall, upon receiving HKEX-IS' written request, permit and/or (if so requested) procure that HKEX-IS may inspect promptly thereafter the premises and records of the Licensee and any sub-licensee, for the purpose of satisfying HKEX-IS by whatever proofs HKEX-IS may reasonably require that the Licence Fees are being properly accounted for and/or that the Licensee and/or its Individual Users and/or its sub-licensees are using the Information for the Permitted Purpose only and are not using Information contrary to the provisions of clause 5, provided always that the Licensee shall not be obliged to make and/or procure such inspection to take place more than once in any Quarter. HKEX-IS shall bear its costs (including internal management time and expenses) of each inspection, unless the inspection establishes that HKEX-IS has been underpaid by 5% or more of the amount actually paid in respect of Licence Fees for that Quarter in which case the Licensee shall bear such costs. For the avoidance of doubt, such underpayment shall b e deemed to have been payable with effect from the due date for providing the Individual User Report relevant to such underpayment.for 6.6 The Licensee shall, upon receiving HKEX-IS' written request, inspect and/or (if so requested) procure that HKEX-IS or its authorized agents may inspect promptly thereafter the premises and records of any Individual User specified by HKEX-IS, for the purpose of satisfying HKEX-IS by whatever proofs HKEX-IS may reasonably require that the Licence Fees in respect of that Individual User are being properly accounted for and/or that the Individual User is not using Information contrary to the provisions of clause 5, provided always that the Licensee shall not be obliged to make and/or procure such inspection (in respect of any one Individual User) to take place more than once in any Quarter. 6.7 In accordance with the procedures provided in the LAQ Guideline published by HKEX-IS on xxx.xxxx.xxx.xx and as amended, superseded or replaced from time to time, HKEX-IS shall compile and provide the Licensee with a Licensee auditor questionnaire. In response to such questionnaire, the Licensee shall provide HKEX-IS with a statement (the “LAQ Statement”) made by the Licensee's auditors, in such form and at such times as HKEX-IS may reasonably require. HKEX-IS shall notify any change in its requirements by not less than 90 days’ written notice unless HKEX-IS is compelled to make such change on shorter notice or without any notice for reasons which are beyond its control. 6.8 6.5 If HKEX-IS establishes, by whatever means, that the Information is being or has been used to provide services services (a) outside the scope of the Permitted Purpose or (b) within the scope of the Permitted Purpose but in a manner materially different to the manner in which the Licensee had previously represented to HKEX-IS that those services would be provided, then HKEX-IS shall be entitled to issue a revised Memorandum of Permitted Purpose to re-define and/or re-classify the services, which shall form a part of this Agreement and shall replace any then existing Memorandum of Permitted Purpose with effect from its date of issue by HKEX-IS. If HKEX-IS does so re-classify any services:- (i) the Licensee shall be liable to pay Licence Fees in accordance with such re-classification as if those services had been so classified from the date when they were first so provided; and (ii) the Licensee shall pay promptly to HKEX-IS or HKEX-IS shall re-pay promptly to the Licensee, as the case may be, the balance of any monies thereby due. 6.9 6.6 If the Licensee is late in paying any sums due to HKEX-IS under this Agreement by more than 30 days, interest shall be payable on such sums calculated from the date such sums first become due in respect of each month or part thereof for which they are not paid at a rate of 40% per annum. 6.10 Where an inspection is made pursuant to clauses 6.5 or 6.6 and HKEX-IS is of the opinion that HKEX-IS has been underpaid by 5% or more of the relevant Licence Fees, the Licensee shall, upon receiving HKEX- IS’ written request, permit and/or if so requested procure such further inspections by HKEX-IS as HKEX-IS considers (notwithstanding, for the avoidance of doubt, any other provision of those clauses) necessary to determine the proper basis on which those Licence Fees should have been accounted for. 6.11 6.7 HKEX-IS and/or its authorized agents shall keep confidential all information derived from an Individual User Report submitted pursuant to clause 6.4 and all information disclosed in connection with any inspection made pursuant to clause 6.5 or 6.66.4, except to the extent permitted under this Agreement, required by law or any regulatory authority or as necessary in connection with any legal proceedings.

Licence Fees and Payments. 6.1 During the currency of the licence, granted pursuant to the terms of this Agreement, the Licensee shall pay the Licence Fees calculated and payable to HKEX-IS (CHINA) in accordance with the provisions of the Memorandum of Permitted Purpose, Schedules 3 and 5 and any relevant Contract Elements. 6.2 HKEX-IS (CHINA) shall have the right to amend the Licence Fees or any element of them at any time upon givin g giving the Licensee not less than 90 days' notice in writing thereof. At any time during the 30 days following service of such notice, the Licensee shall be entitled to terminate this Agreement or the Datafeed to which such amendment relates, with effect from the date when the amendment is to be implemented, by giving written notice to HKEX-ISIS (CHINA). For the avoidance of doubt, HKEX-IS’ IS (CHINA)’s right to amend the Licence Fees or any element of them includes without limitation the right to introduce additional Licence Fees to cover any new or existing types of service, to modify the basis for calculating any Licence Fees and to change the classification of any service so that an amended Licence Fee becomes payable. 6.3 Licence Fees are not refundable except in accordance with this clause 6.3. Any Licence Fees paid in advance for Information or parts thereof will be refundable on a pro-rata basis to the Licensee: (i) if the Licensee ceases to use Information or parts thereof pursuant to clauses 5.6, 6.2, 7.6 or 11.1 herein; or (ii) if the Licensee terminates this Agreement or the relevant Datafeed pursuant to clauses 5.6, 6.2, 7.6 or 11.1 herein, provided that the Licensee has fully discharged all of its obligations under this Agreement and provided that no refund shall be made i n respect of any incomplete month.if 6.4 The Licensee shall provide a statement (the “Individual User Report”) to HKEX-IS (CHINA) within 15 days of the end of each month (unless the Individual User Report relates to Individual Users outside Hong Kong, in which case it shall be provided within 30 days of the end of the month) as to: - 6.4.1 the names of the Individual Users to whom it has provided the Information during the preceding month and stating the name or nature of the service by which each Individual User received the Information, the number and type of Individual User Units for each Individual User within Hong Kong and outside Hong Kong; and 6.4.2 the License Fees payable for that month. The Individual User Report shall contain such further information and shall be provided in such format as HKEX-IS (CHINA) may reasonably require (by not less than 90 days’ written notice) from time to time. 6.5 The Licensee shall maintain complete and accurate records on the calculation of the Licence Fees specified in each Individual User Report and shall make such records available to HKEX-IS (CHINA) within 30 days of receiving HKEX-IS' IS (CHINA)'s written request. HKEX-IS (CHINA) shall have the right not more than once in each Quarter during the currency of this Agreement and also once in the Quarter following termination of this Agreement to inspect all documents pertaining to such records covering the period of the preceding Quarter (and, if not yet so inspected, previous Quarters) either itself or by its authorized agents. The Licensee shall, upon receiving HKEX-IS' IS (CHINA)'s written request, permit and/or (if so requested) procure that HKEX-IS (CHINA) may inspect promptly thereafter the premises and records of the Licensee and any sub-licensee, for the purpose of satisfying HKEX-IS (CHINA) by whatever proofs HKEX-HKEX- IS (CHINA) may reasonably require that the Licence Fees are being properly accounted for and/or that the Licensee and/or its Individual Users and/or its sub-licensees are using the Information for the Permitted Purpose only and are not using Information contrary to the provisions of clause 5, provided always that the Licensee shall not be obliged to make and/or procure such inspection to take place more than once in any Quarter. HKEX-IS (CHINA) shall bear its costs (including internal management time and expenses) of each inspection, unless the inspection establishes that HKEX-IS (CHINA) has been underpaid by 5% or more of the amount actually paid in respect of Licence Fees for that Quarter in which case the Licensee shall bear such costs. For the avoidance of doubt, such underpayment shall b e be deemed to have been payable with effect from the due date for providing the Individual User Report relevant to such underpayment. 6.6 The Licensee shall, upon receiving HKEX-IS' IS (CHINA)'s written request, inspect and/or (if so requested) procure that HKEX-IS (CHINA) or its authorized agents may inspect promptly thereafter the premises and records of any Individual User specified by HKEX-ISIS (CHINA), for the purpose of satisfying HKEX-IS (CHINA) by whatever proofs HKEX-IS (CHINA) may reasonably require that the Licence Fees in respect of that Individual User are being properly accounted for and/or that the Individual User is not using Information contrary to the provisions of clause 5, provided always that the Licensee shall not be obliged to make and/or procure such inspection (in respect of any one Individual User) to take place more than once in any Quarter. 6.7 In accordance with the procedures provided in the LAQ Guideline published by HKEX-IS (CHINA) on xxx.xxxx.xxx.xx and as amended, superseded or replaced from time to time, HKEX-IS (CHINA) shall compile and provide the Licensee with a Licensee auditor questionnaire. In response to such questionnaire, the Licensee shall provide HKEX-IS (CHINA) with a statement (the “LAQ Statement”) made by the Licensee's auditors, in such form and at such times as HKEX-IS (CHINA) may reasonably require. HKEX-IS (CHINA) shall notify any change in its requirements by not less than 90 days’ written notice unless HKEX-IS (CHINA) is compelled to make such change on shorter notice or without any notice for reasons which are beyond its control. 6.8 If HKEX-IS (CHINA) establishes, by whatever means, that Information is being or has been used to provide services services (a) outside the scope of the Permitted Purpose or (b) within the scope of the Permitted Purpose but in a manner materially different to the manner in which the Licensee had previously represented to HKEX-IS (CHINA) that those services would be provided, then HKEX-IS (CHINA) shall be entitled to issue a revised Memorandum of Permitted Purpose to re-define and/or re-classify the services, which shall form a part of this Agreement and shall replace any then existing Memorandum of Permitted Purpose with wi th effect from its date of issue by HKEX-ISIS (CHINA). If HKEX-IS (CHINA) does so re-classify any services:- (i) the Licensee shall be liable to pay Licence Fees in accordance with such re-classification as if those services had been so classified from the date when they were first so provided; and (ii) the Licensee shall pay promptly to HKEX-IS (CHINA) or HKEX-IS (CHINA) shall re-pay promptly to the Licensee, as the case may be, the balance of any monies thereby due. 6.9 If the Licensee is late in paying any sums due to HKEX-IS (CHINA) under this Agreement by more than 30 days, interest shall be payable on such sums calculated from the date such sums first become due in respect of each month or part thereof for which they are not paid at a rate of 40% per annum. 6.10 Where an inspection is made pursuant to clauses 6.5 or 6.6 and HKEX-IS (CHINA) is of the opinion that HKEX-IS (CHINA) has been underpaid by 5% or more of the relevant Licence Fees, the Licensee shall, upon receiving HKEX- IS’ HKEX-IS (CHINA)’s written request, permit and/or if so requested procure such further inspections by HKEX-IS (CHINA) as HKEX-IS (CHINA) considers (notwithstanding, for the avoidance of doubt, any other provision of those clauses) necessary to determine the proper basis on which those Licence Fees should have been accounted for. 6.11 HKEX-IS (CHINA) and/or its authorized agents shall keep confidential all information derived from an Individual User Report submitted pursuant to clause 6.4 and all information disclosed in connection with any inspection made pursuant to clause 6.5 or 6.6, except to the extent permitted under this Agreement, required by law or any regulatory authority or as necessary in connection with any legal proceedings.

Licence Fees and Payments. 6.1 During the currency of the licence, granted pursuant to the terms of this Agreement, the Licensee shall pay the Licence Fees calculated and payable to HKEX-IS (CHINA) in accordance with the provisions of the Memorandum of Permitted Purpose, Schedules 3 and 5 and any relevant Contract Elements. 6.2 HKEX-IS (CHINA) shall have the right to amend the Licence Fees or any element of them at any time upon givin g giving the Licensee not less than 90 days' notice in writing thereof. At any time during the 30 days following service of such notice, the Licensee shall be entitled to terminate this Agreement or the Datafeed to which such amendment relates, with effect from the date when the amendment is to be implemented, by giving written notice to HKEX-ISIS (CHINA). For the avoidance of doubt, HKEX-IS’ IS (CHINA)’s right to amend the Licence Fees or any element of them includes without limitation the right to introduce additional Licence Fees to cover any new or existing types of service, to modify the basis for calculating any Licence Fees and to change the classification of any service so that an amended Licence Fee becomes payable. 6.3 Licence Fees are not refundable except in accordance with this clause 6.3. Any Licence Fees paid in advance for the Information or parts thereof will be refundable on a pro-rata pro -rata basis to the Licensee: (i) if the Licensee ceases to use the Information or parts thereof pursuant to clauses 5.65.4, 6.2, 7.6 or or 11.1 herein; or (ii) if the Licensee terminates this Agreement or the relevant Datafeed pursuant to clauses 5.65.4, 6.2, 7.6 or 11.1 herein, provided that the Licensee has fully discharged all of its obligations under this Agreement and provided that no refund shall be made i n in respect of any incomplete month. 6.4 The Licensee shall provide a statement (the “Individual User Report”) to HKEX-IS within 15 days of the end of each month (unless the Individual User Report relates to Individual Users outside Hong Kong, in which case it shall be provided within 30 days of the end of the monthCHINA) as to: - 6.4.1 the names of the Individual Users to whom it has provided the Information during the preceding month and stating the name or nature of the service by which each Individual User received the Information, the number and type of Individual User Units for each Individual User within Hong Kong and outside Hong Kong; and 6.4.2 the License Fees payable for that month. The Individual User Report shall contain such further information and shall be provided in such format as HKEX-IS may reasonably require (by not less than 90 days’ written notice) from time to time. 6.5 The Licensee shall maintain complete and accurate records on the calculation of the Licence Fees specified in each Individual User Report and shall make such records available to HKEX-IS within 30 days of receiving HKEX-IS' written request. HKEX-IS shall have the right not more than once in each Quarter during the currency of this Agreement and also once in the Quarter following termination of this Agreement to inspect all documents pertaining to such records covering the period of the preceding Quarter (and, if not yet so inspected, previous Quarters) either itself or by its authorized agents. The Licensee shall, upon receiving HKEX-IS' IS (CHINA)'s written request, permit and/or (if so requested) procure that HKEX-IS (CHINA) may inspect promptly thereafter the premises and records of the Licensee and any sub-licensee, for the purpose of satisfying HKEX-IS (CHINA) by whatever proofs HKEX-IS (CHINA) may reasonably require that the Licence Fees are being properly accounted for and/or that the Licensee and/or its Individual Users and/or its sub-licensees are using the Information for the Permitted Purpose only and are not using Information contrary to the provisions of clause 5, provided always that the Licensee shall not be obliged to make and/or procure such inspection to take place more than once in any Quarter. HKEX-IS shall bear its costs (including internal management time and expenses) of each inspection, unless the inspection establishes that HKEX-IS has been underpaid by 5% or more of the amount actually paid in respect of Licence Fees for that Quarter in which case the Licensee shall bear such costs. For the avoidance of doubt, such underpayment shall b e deemed to have been payable with effect from the due date for providing the Individual User Report relevant to such underpayment.the 6.6 The Licensee shall, upon receiving HKEX-IS' written request, inspect and/or (if so requested) procure that HKEX-IS or its authorized agents may inspect promptly thereafter the premises and records of any Individual User specified by HKEX-IS, for the purpose of satisfying HKEX-IS by whatever proofs HKEX-IS may reasonably require that the Licence Fees in respect of that Individual User are being properly accounted for and/or that the Individual User is not using Information contrary to the provisions of clause 5, provided always that the Licensee shall not be obliged to make and/or procure such inspection (in respect of any one Individual User) to take place more than once in any Quarter. 6.7 In accordance with the procedures provided in the LAQ Guideline published by HKEX-IS on xxx.xxxx.xxx.xx and as amended, superseded or replaced from time to time, HKEX-IS shall compile and provide the Licensee with a Licensee auditor questionnaire. In response to such questionnaire, the Licensee shall provide HKEX-IS with a statement (the “LAQ Statement”) made by the Licensee's auditors, in such form and at such times as HKEX-IS may reasonably require. HKEX-IS shall notify any change in its requirements by not less than 90 days’ written notice unless HKEX-IS is compelled to make such change on shorter notice or without any notice for reasons which are beyond its control. 6.8 6.5 If HKEX-IS (CHINA) establishes, by whatever means, that the Information is being or has been used to provide services services (a) outside the scope of the Permitted Purpose or (b) within the scope of the Permitted Purpose but in a manner materially different to the manner in which the Licensee had previously represented to HKEX-IS (CHINA) that those services would be provided, then HKEX-IS (CHINA) shall be entitled to issue a revised Memorandum of Permitted Purpose to re-define and/or re-classify the services, which shall form a part of this Agreement and shall replace any then existing Memorandum of Permitted Purpose with effect from its date of issue by HKEX-ISIS (CHINA). If HKEX-IS (CHINA) does so re-classify any services:- (i) the Licensee shall be liable to pay Licence Fees in accordance with such re-classification re -classification as if those services had been so classified from the date when they were first so provided; and (ii) the Licensee shall pay promptly to HKEX-IS (CHINA) or HKEX-IS (CHINA) shall re-pay promptly to the Licensee, as the case may be, the balance of any monies thereby due. 6.9 6.6 If the Licensee is late in paying any sums due to HKEX-IS (CHINA) under this Agreement by more than 30 days, interest shall be payable on such sums calculated from the date such sums first become due in respect of each month or part thereof for which they are not paid at a rate of 40% per annum. 6.10 Where an inspection is made pursuant to clauses 6.5 or 6.6 and 6.7 HKEX-IS is of the opinion that HKEX-IS has been underpaid by 5% or more of the relevant Licence Fees, the Licensee shall, upon receiving HKEX- IS’ written request, permit and/or if so requested procure such further inspections by HKEX-IS as HKEX-IS considers (notwithstanding, for the avoidance of doubt, any other provision of those clausesCHINA) necessary to determine the proper basis on which those Licence Fees should have been accounted for. 6.11 HKEX-IS and/or its authorized agents shall keep confidential all information derived from an Individual User Report submitted pursuant to clause 6.4 and all information disclosed in connection with any inspection made pursuant to clause 6.5 or 6.66.4, except to the extent permitted under this Agreement, required by law or any regulatory authority or as necessary in connection with any legal proceedings.

Licence Fees and Payments. 6.1 During the currency of the licence, granted pursuant to the terms of this Agreement, the Licensee shall pay the Licence Fees calculated and payable to HKEX-IS (CHINA) in accordance with the provisions of the Memorandum of Permitted Purpose, Schedules 3 and 5 and any relevant Contract Elements. 6.2 HKEX-IS (CHINA) shall have the right to amend the Licence Fees or any element of them at any time upon givin g giving the Licensee not less than 90 days' notice in writing thereof. At any time during the 30 days following service of such notice, the Licensee shall be entitled to terminate this Agreement or the Datafeed to which such amendment relates, with effect from the date when the amendment is to be implemented, by giving written notice to HKEX-ISIS (CHINA). For the avoidance of doubt, HKEX-IS’ IS (CHINA)’s right to amend the Licence Fees or any element of them includes without limitation the right to introduce additional Licence Fees to cover any new or existing types of service, to modify the basis for calculating any Licence Fees and to change the classification of any service so that an amended Licence Fee becomes payable. 6.3 Licence Fees are not refundable except in accordance with this clause 6.3. Any Licence Fees paid in advance for the Information or parts thereof will be refundable on a pro-rata basis to the Licensee: (i) if the Licensee ceases to use the Information or parts thereof pursuant to clauses 5.65.4, 6.2, 7.6 or or 11.1 herein; or (ii) if the Licensee terminates this Agreement or the relevant Datafeed pursuant to clauses 5.65.4, 6.2, 7.6 or 11.1 herein, provided that the Licensee has fully discharged all of its obligations under this Agreement and provided that no refund shall be made i n in respect of any incomplete month. 6.4 The Licensee shall provide a statement (the “Individual User Report”) to HKEX-IS within 15 days of the end of each month (unless the Individual User Report relates to Individual Users outside Hong Kong, in which case it shall be provided within 30 days of the end of the monthCHINA) as to: - 6.4.1 the names of the Individual Users to whom it has provided the Information during the preceding month and stating the name or nature of the service by which each Individual User received the Information, the number and type of Individual User Units for each Individual User within Hong Kong and outside Hong Kong; and 6.4.2 the License Fees payable for that month. The Individual User Report shall contain such further information and shall be provided in such format as HKEX-IS may reasonably require (by not less than 90 days’ written notice) from time to time. 6.5 The Licensee shall maintain complete and accurate records on the calculation of the Licence Fees specified in each Individual User Report and shall make such records available to HKEX-IS within 30 days of receiving HKEX-IS' written request. HKEX-IS shall have the right not more than once in each Quarter during the currency of this Agreement and also once in the Quarter following termination of this Agreement to inspect all documents pertaining to such records covering the period of the preceding Quarter (and, if not yet so inspected, previous Quarters) either itself or by its authorized agents. The Licensee shall, upon receiving HKEX-IS' IS (CHINA)'s written request, permit and/or (if so requested) procure that HKEX-IS (CHINA) may inspect promptly thereafter the premises and records of the Licensee and any sub-licensee, for the purpose of satisfying HKEX-IS (CHINA) by whatever proofs HKEX-IS (CHINA) may reasonably require that the Licence Fees are being properly accounted for and/or that the Licensee and/or its Individual Users and/or its sub-licensees are using the Information for the Permitted Purpose only and are not using the Information contrary to the provisions of clause 5, provided always that the Licensee shall not be obliged to make and/or procure such inspection to take place more than once in any Quarter. HKEX-IS (CHINA) shall bear its costs (including internal management time and expenses) of each inspection, unless the inspection establishes that HKEX-IS has been underpaid by 5% or more of the amount actually paid in respect of Licence Fees for that Quarter in which case the Licensee shall bear such costs. For the avoidance of doubt, such underpayment shall b e deemed to have been payable with effect from the due date for providing the Individual User Report relevant to such underpayment. 6.6 The Licensee shall, upon receiving HKEX-IS' written request, inspect and/or (if so requested) procure that HKEX-IS or its authorized agents may inspect promptly thereafter the premises and records of any Individual User specified by HKEX-IS, for the purpose of satisfying HKEX-IS by whatever proofs HKEX-IS may reasonably require that the Licence Fees in respect of that Individual User are being properly accounted for and/or that the Individual User is not using Information contrary to the provisions of clause 5, provided always that the Licensee shall not be obliged to make and/or procure such inspection (in respect of any one Individual User) to take place more than once in any Quarter. 6.7 In accordance with the procedures provided in the LAQ Guideline published by HKEX-IS on xxx.xxxx.xxx.xx and as amended, superseded or replaced from time to time, HKEX-IS shall compile and provide the Licensee with a Licensee auditor questionnaire. In response to such questionnaire, the Licensee shall provide HKEX-IS with a statement (the “LAQ Statement”) made by the Licensee's auditors, in such form and at such times as HKEX-IS may reasonably require. HKEX-IS shall notify any change in its requirements by not less than 90 days’ written notice unless HKEX-IS is compelled to make such change on shorter notice or without any notice for reasons which are beyond its control. 6.8 6.5 If HKEX-IS (CHINA) establishes, by whatever means, that the Information is being or has been used to provide services services (a) outside the scope of the Permitted Purpose or (b) within the scope of the Permitted Purpose but in a manner materially different to the manner in which the Licensee had previously represented to HKEX-IS (CHINA) that those services would be provided, then HKEX-IS (CHINA) shall be entitled to issue a revised Memorandum of Permitted Purpose to re-define and/or re-classify the services, which shall form a part of this Agreement and shall replace any then existing Memorandum of Permitted Purpose with effect from its date of issue by HKEX-ISIS (CHINA). If HKEX-IS (CHINA) does so re-classify any services:- (i) the Licensee shall be liable to pay Licence Fees in accordance with such re-classification as if those services had been so classified from the date when they were first so provided; and (ii) the Licensee shall pay promptly to HKEX-IS (CHINA) or HKEX-IS (CHINA) shall re-pay promptly to the Licensee, as the case may be, the balance of any monies thereby due. 6.9 6.6 If the Licensee is late in paying any sums due to HKEX-IS (CHINA) under this Agreement by more than 30 days, interest shall be payable on such sums calculated from the date such sums first become due in respect of each month or part thereof for which they are not paid at a rate of 40% per annum. 6.10 Where an inspection is made pursuant to clauses 6.5 or 6.6 and 6.7 HKEX-IS is of the opinion that HKEX-IS has been underpaid by 5% or more of the relevant Licence Fees, the Licensee shall, upon receiving HKEX- IS’ written request, permit and/or if so requested procure such further inspections by HKEX-IS as HKEX-IS considers (notwithstanding, for the avoidance of doubt, any other provision of those clausesCHINA) necessary to determine the proper basis on which those Licence Fees should have been accounted for. 6.11 HKEX-IS and/or its authorized agents shall keep confidential all information derived from an Individual User Report submitted pursuant to clause 6.4 and all information disclosed in connection with any inspection made pursuant to clause 6.5 or 6.66.4, except to the extent permitted under this Agreement, required by law or any regulatory authority or as necessary in connection with any legal proceedings.