Common use of THE CHARGES Clause in Contracts

THE CHARGES. 5.1 The Charges for Services and/or Equipment detailed in the Commercial Schedule and/or Sales Order are available subject to the Customer fulfilling all of its commitments as set out in this Agreement, including but not limited to: a) paying the Charges in accordance with this Agreement; and b) performing any assumptions and other obligations set out in a Transaction Document. 5.2 The Customer shall pay the Charges for: a) each Service provided by the Company (whether or not the Service is used by the Customer); b) where applicable, the Equipment; and c) any other products or services agreed between the parties from time to time, in accordance with this clause 5. 5.3 Most Charges are set out in the Commercial Schedule and/or Sales Order. Where a Charge is not set out in the Commercial Schedule, the Charge shall be: a) as set out on the Company Website at the time the Equipment, Service or other agreed product or service was supplied; or b) as notified to the Customer by Company (including in a Service Schedule or quotation). 5.4 Usage based Charges shall be based upon data recorded by or on behalf of Company. The Customer accepts that the call tariffs set out in the Company price lists and tariffs are set by the Company by reference to the telecommunications tariffs of third parties which the Company pays to provide the Services to the Customer (insofar as the applicable Services are being provided to the Customer by the Company). Those third-party tariffs are not controlled by the Company and are subject to increase or decrease at any time. Due to the nature of these circumstances the Company may increase or decrease its call tariff changes as set out on the price list and the Customer shall pay such increased or decreased rate in the charges. 5.5 The Charges are exclusive of value added tax which will be charged at the prevailing rate. 5.6 On 1st January each year the Company may increase or decrease Charges by the CPI Rate (an “CPI Change”). Company will notify the Customer or publish the relevant CPI Rate on the Company Website as soon as it becomes available. 5.7 The Charges will include visits and/or support being made to the Customer Site where specified in a Transaction Document and where additional visits and/or support over and above this stated number or where remote visits or support longer than 30 minutes are required the Company shall be entitled to make a reasonable charge for such additional visits. 5.8 All prices are subject to the survey and quotation. The Customer accepts that following a survey the Company may amend the price within 30 days of the survey to reflect the actual requirements of the Site without any formal variation process and the new price shall apply to this Agreement. In the event of an increase of more than 10% to the price the agreed variation procedure whereby both parties’ authorised representatives sign the variation agreement shall be used. Where no variation can be agreed the Company reserves the right but not the obligation to cancel the Agreement within 10 days of the new price being issued and no reply or a refusal to vary being made by the Customer. 5.9 Notwithstanding clause 5.8, the Company reserves the right, by giving notice to the Customer at any time before delivery, to make reasonable increases to the price of the Services and Equipment to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, material or other costs of manufacture), any change in delivery dates, quantities or specifications for the Services and Equipment which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.

THE CHARGES. 5.1 The Charges for Services and/or Equipment detailed in the Commercial Schedule and/or Sales Order are available subject to the Customer fulfilling all of its commitments as set out in this Agreement, including but not limited to: a) paying the Charges in accordance with this Agreement; and b) performing any assumptions acts, duties and other obligations set out or required in a Transaction Document. 5.2 The Customer shall pay the Charges for: a) each Service provided by the Company (whether or not the Service is used by the Customer); b) where applicable, the Equipment; and c) any other products or services agreed between the parties from time to time, in accordance with this clause 5. 5.3 Most Charges are set out in the Commercial Schedule and/or Sales Order. Where a Charge is not set out in the Commercial Schedule, the Charge shall be: a) as set out on the Company Website at the time the Equipment, Service or other agreed product or service was supplied; or b) as notified to the Customer by Company (including in a Service Schedule or quotation). 5.4 Usage based Charges shall be based upon data recorded by or on behalf of Company. The Customer accepts that the call tariffs set out in the Company price lists and tariffs are set by the Company by reference to the telecommunications tariffs of third parties which the Company pays to provide the Services to the Customer (insofar as the applicable Services are being provided to the Customer by the Company). Those third-party tariffs are not controlled by the Company and are subject to increase or decrease at any time. Due to the nature of these circumstances the Company may increase or decrease its call tariff changes as set out on the price list and the Customer shall pay such increased or decreased rate in the charges. 5.5 The Charges are exclusive of value added sales, use or other tax or levy, which will be charged at the prevailing applicable rate. 5.6 On 1st January each year the Company may increase or decrease Charges by the CPI Rate (an a “CPI Change”). Company will notify the Customer or publish the relevant CPI Rate on the Company Website as soon as it becomes available. 5.7 The Charges will include a number of visits being made and/or amount of support being made provided to the Customer Site where specified in a Transaction Document and where Document. Where either additional visits and/or support over and above this stated number or where remote visits or support longer than 30 minutes are required required, the Company shall be entitled to make a reasonable charge for such additional visits, which amounts shall be invoiced to and paid by Customer. 5.8 All prices are subject to the a Site survey and final quotation. The Customer accepts that following a survey the Company may in its sole discretion amend the price within 30 days of the survey to reflect the actual requirements of the Site without any formal variation process and the new price shall apply to this Agreement. In the event of an increase of more than 10% to the price the agreed variation procedure whereby both parties’ authorised representatives sign the variation agreement shall be used. Where no variation can be agreed the Company reserves the right but not the obligation to cancel the Agreement within 10 days of the new price being issued and no reply or a refusal to vary being made by the Customer. 5.9 Notwithstanding clause 5.8, the Company reserves the right, by giving notice to the Customer at any time before delivery, to make reasonable increases to the price of the Services and Equipment to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, material or other costs of manufacture), any change in delivery dates, quantities or specifications for the Services and Equipment which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.