Common use of CHARGES AND PAYMENT Clause in Contracts

CHARGES AND PAYMENT. 8.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 and Schedule 1. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 10.1 The Customer shall pay the Subscription Fees to the Supplier price for the User Subscriptions in accordance with this 8 and Schedule 1. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer providesProducts and/or Services: (a) its credit card details to shall be the Supplierprice set out in Ornua’s quotation or, if no price is quoted (or Ornua’s quotation is no longer valid), the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable price set out in respect Ornua’s acceptance of the Initial Subscription Term; and (ii) subject Order or in Ornua’s invoice based on Ornua’s then current prices, which may change from time to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaidtime; and (b) unless agreed otherwise in writing, shall be exclusive of all costs and charges of packaging, insurance and transport of the Products and all such costs and charges shall be invoiced to and payable by the Customer in addition to the price.‌ 10.2 Any increase in costs or expenses arising from any act or omission or special requirement of the Customer or any modification to a Specification made at the Customer’s request may be charged to the Customer. 10.3 Ornua may invoice the Customer on or at any time after completion of delivery of the applicable Products and/or Services.‌ 10.4 The Customer shall pay each invoice submitted by Ornua: (a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by ▇▇▇▇▇ and confirmed in writing to the Customer; and (b) in full and in cleared funds to a bank account nominated in writing by Ornua, and time for payment shall be of the essence of the Contract.‌ 10.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Ornua to the Customer, the Customer shall, on receipt of a valid VAT invoice from Ornua, pay to Ornua such additional amounts in respect of VAT as are chargeable on the supply of the Services or Products at the same time as payment is due for the supply of the Services or Products. 10.6 If the Customer fails to make a payment due to Ornua under the Contract by the due date, then, without limiting Ornua's remedies under clause 17 (Termination), the Customer shall pay interest shall on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.6 will accrue on a daily basis on such due amounts each day at an annual rate equal to 4% over a year above the then current base lending rate of Bank of England England's base rate from time to time, commencing on but at 4% a year for any period when that rate is 0% or lower. The Customer shall pay the due date and continuing until fully paid, whether before or after judgmentinterest together with the overdue sum. 8.4 All amounts and fees stated or referred to in this agreement: (a) 10.7 Neither party shall be payable in pounds sterling; (b) are, subject to 12.3(b), nonhave any right of set-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to off under the Supplier's invoice(s) at the appropriate rateContract. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 clause 9 and Schedule 1each Order Form. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees shall be payable annually in advance with respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal PeriodContract Year, and the Fees for services other than Subscription Services shall be payable in advance unless stated to the contrary in the relevant Order Form. 9.3 The Customer shall pay each invoice within 30 days after in accordance with the date of such invoicepayment terms specified on the Order Form. 8.3 9.4 If the Supplier has not received payment within 30 28 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's ’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Bank of England base rate the Supplier’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.5 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterlingcurrency specified on the Order Form; (b) are, subject to 12.3(bclause 13.3(b), non-cancellable and non-refundable; (c) are exclusive of all taxes (including any sales or value added taxtaxes) and similar assessments, which shall be added to such amounts in the Supplier's invoice(s) at the appropriate raterelevant invoice. 8.5 9.6 As between the Parties, the Customer shall be liable for any sales, use, excise, value-added, services, consumption and other taxes and duties on amounts payable by Customer in respect of any services supplied or provided by the Supplier to the Customer. 9.7 The Supplier shall be entitled to increase the Subscription Fees, Fees and the fees payable in respect of the additional User Subscriptions Units purchased pursuant to 3.3 clause 3.2 at the start of each Renewal Period Subscription Term upon 90 days' ’ prior notice to the Customer and Schedule 1 the relevant Order Form shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions Services and the purchase price of the Smart Hubs supplied to it to ▇▇▇▇▇▇▇▇ in accordance with this condition 8 and the Schedule 1of Prices. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and not dispute any other relevant valid, up-to-date and complete contact and billing details and, invoice without reasonable cause but if the Customer providesdoes dispute an invoice: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable shall notify ▇▇▇▇▇▇▇▇ in respect writing within 7 days of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary receipt of the Effective Date invoice specifying the reasons for disputing the Subscription Fees payable in respect of the next Renewal Periodinvoice; (b) its approved purchase order information the parties shall negotiate in good faith to attempt to resolve the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Termdispute promptly; and (iic) subject to 13.1, at least 30 days prior to each anniversary if the dispute is resolved in favour of the Effective Date for the Subscription Fees payable in respect Customer, ▇▇▇▇▇▇▇▇ shall within 7 days of the next Renewal Period, date of such resolution issue a revised and corrected invoice to the Customer which the Customer shall pay within 14 days of the date of such revised invoice. 8.3 All amounts and fees stated or referred to in the Agreement are exclusive of value added tax, which shall be added to ▇▇▇▇▇▇▇▇’▇ invoices at the appropriate rate. 8.4 ▇▇▇▇▇▇▇▇ may invoice the Customer for price of the Smart Hubs and for the initial Subscription Fee (plus VAT at the prevailing rate (if applicable)) on or at any time after the completion of delivery. 8.5 ▇▇▇▇▇▇▇▇ shall invoice the Customer for subsequent Subscription Fees on the relevant anniversary of the first invoice for the relevant Smart Hub or the earliest Business Day after that anniversary. 8.6 The Customer shall pay each undisputed invoice within 30 days after the date of such invoice. 8.3 8.7 If the Supplier ▇▇▇▇▇▇▇▇ has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) ▇▇▇▇▇▇▇▇ interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of National Westminster Bank of England base rate PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier 8.8 ▇▇▇▇▇▇▇▇ shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions Smart Hubs purchased pursuant to 3.3 at the start of each Renewal Period condition 2 upon 90 days' prior notice to the Customer and the Schedule 1 of Prices shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 and Schedule 1. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect 8.1. In consideration of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary provision of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the SupplierServices, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 If to the Supplier has not received payment within 30 days after the due dateCharges. Unless specified, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier Customer shall be under no obligation to provide any or all reimburse to the Supplier costs and expenses incurred by the Supplier in the performance of the Services. 8.2. Where Services while are provided on a time and materials basis: 8.2.1. the invoice(s) concerned remain unpaidSupplier’s standard daily fee rates for each person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); 8.2.2. all materials shall be supplied at cost unless specified; 8.2.3. the Supplier shall not be entitled to charge on a pro-rata basis for part-days worked by the Supplier’s personnel unless it has the Customer’s prior written consent to do so; 8.2.4. the Supplier shall ensure that the Supplier’s personnel complete time sheets recording time spent on the Services, and the Supplier shall use such time sheets to calculate the charges covered by each monthly invoice; 8.2.5. each invoice shall set out the time spent by each of the Supplier’s personnel and be accompanied by timesheets; and (b) interest 8.2.6. the Supplier shall accrue maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services in such form as the Customer shall approve. The Supplier shall allow the Customer and its agents to inspect and take copies of such records at all reasonable times on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgmentrequest. 8.4 8.3. All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) Charges are expressed exclusive of value added tax, which VAT. The Customer shall be added pay to the Supplier's invoice(s) at , in addition to the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription FeesCharges, the fees payable amount of VAT (if any) which is properly chargeable by the Supplier to the Customer on or in respect of the additional User Subscriptions purchased pursuant Charges. 8.4. Unless otherwise specified, the Charges and any reimbursable costs and expenses shall be invoiced monthly in arrears. Invoices for agreed expenses shall be payable only if accompanied by a detailed breakdown of the expenses and relevant receipts. 8.5. Payment of invoices in relation to 3.3 at which there is no bona fide dispute shall be made in full within 30 days of the start date of each Renewal Period upon 90 days' prior notice invoice. Payment of invoices in relation to which there is a bona fide dispute shall be made within 45 days of settlement of the dispute. The time for payment of the Charges shall not be of the essence of this Agreement. 8.6. If the liabilities to be set off are expressed in different currencies, the Customer and Schedule 1 may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Customer of its rights under this clause shall be deemed not limit or affect any other rights or remedies available to have been amended accordinglyit under this Agreement or otherwise.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Price including the Subscription Fees and Usage Fees to the Supplier for the User Subscriptions in accordance with this 8 clause 9 and Schedule 1the Statement of Price. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) Customer through the Supplier’s preferred invoicing method on a monthly basis for all Subscription Fees, Usage Fees relating to minimum Volume Capacity and Usage Fees, and any other fees specified in the Effective Date for Statement of Price or otherwise agreed, which have been incurred during the Subscription Fees previous month or are payable monthly in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, advance and the Customer shall pay each invoice within 30 days after the date receipt of such invoice. 8.3 9.3 If the Supplier has not received payment in full within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) a. the Supplier may, without liability to the Customer, suspend and/or disable the Customer's ’s or any Authorised Users’ password, account and access to all or part of the G- Cloud Services and the Supplier shall be under no obligation to provide any or all of the G-Cloud Services while the invoice(s) concerned remain unpaid; and (b) b. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Barclays Bank of England base rate from time to timeplc or its successor at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4 All amounts and fees stated or referred to in this agreementAgreement: (a) a. shall be payable in pounds sterling; (b) b. are, subject to 12.3(b)clause 13.4, non-cancellable and non-non- refundable; (c) c. are exclusive of value added tax, Value Added Tax and all taxes or duties which may be levied or based upon price and other sums payable or any part thereof. Value Added Tax and all such taxes and duties (with the exception of any tax levied or based upon the income of the Supplier) shall be added paid by the Customer as additional charges hereunder; and d. shall be paid free and clear of all deductions or withholdings whatsoever unless the same are required by law, in which case the Customer undertakes to pay to the Supplier's invoice(s) at Supplier and /or indemnify the appropriate rate. 8.5 The Supplier for such additional amounts as are necessary in order that the net amounts received by the Supplier after all deductions and withholdings shall not be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to less than such payments would have been amended accordinglyin the absence of any requirement to make such deduction or withholding.

CHARGES AND PAYMENT. 8.1 The 9.1 In consideration of the provision of the Services, the Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions charges in accordance with this 8 and Schedule 1Clause 9 (the ’Charges’). 8.2 9.2 TMB shall invoice the Customer according to the billing period set out in the Order and charges will be calculated using the details recorded by TMB. 9.3 The Customer agrees to pay the whole amount of the Charges (without any withholding, deduction, set off or counter-claim), within thirty days of the date of TMB’s invoice, unless otherwise agreed in writing. 9.4 TMB shall on the Effective Date provide be entitled to offset any monies owed to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable Customer against any monies owed to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if TMB. 9.5 Invoices shall be deemed accepted by the Customer provides: (a) its credit card details to unless a written objection, which clearly identifies the Supplierreason for the dispute is received by TMB within ten Working Days of the date of the invoice. If the Customer disputes the invoice, the parties shall make all reasonable endeavours to resolve the dispute promptly. In the event that the dispute has not been resolved within thirty Working Days of the receipt by TMB of the Customer’s letter, the dispute shall be escalated in accordance with the provisions of Clause 18 of this Agreement. 9.6 If the Customer hereby authorises the Supplier fails to bill such credit card: (i) on the Effective Date for the Subscription Fees payable make any payment in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 If the Supplier has not received payment within 30 days after Goods or Services by the due date, and without prejudice TMB shall be entitled to any other rights and remedies of the Suppliertake one or more actions: (a) 9.6.1 Suspend the Supplier may, without liability provision of Services to the Customer, disable Customer until such time as the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the outstanding invoice(s) concerned remain unpaid; andis/are paid; (b) 9.6.2 Charge the Customer interest at the rate of 4% per annum above the prevailing Bank of England base rate, on any amount outstanding from the due date to the date of actual payment and such interest shall accrue on a daily basis on such due amounts at an annual rate equal basis; 9.6.3 Terminate this Agreement; 9.6.4 Recover from the Customer damages for any costs or losses suffered by TMB as a result of the Customer’s failure to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgmentmake payment. 8.4 9.7 If during the execution of this Agreement TMB incurs reasonable expenses, TMB shall be entitled to charge the Customer at cost for such expenses. 9.8 If TMB is requested to provide Goods or Services in addition to those set out in the Order, TMB shall charge the Customer for the provision of such Goods or Services at its prevailing rates. 9.9 All amounts and fees prices or Charges stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) Agreement are exclusive of value added taxpacking, packaging, shipping, carriage and insurance charge, if applicable. 9.10 All prices or Charges stated or referred to in this Agreement are exclusive of Value Added Tax which shall be added charged in addition at the rate ruling at the tax point. 9.11 All elements of the Charges for Services shall be reviewed by TMB to be effective at the end of the Minimum Term and each subsequent anniversary thereof; and: 9.11.1 Changes to Charges that are less than the prevailing increase in the Retail Price Index shall not be notified to the Supplier's invoice(s) at Customer; 9.11.2 Any proposed changes in charges that exceed the appropriate rateincrease in the Retail Price Index will be notified to the Customer in writing not less than ninety days prior to any anniversary. 8.5 The Supplier 9.12 Notwithstanding the provisions of clause 9.11, TMB shall be entitled to increase its charges for any part of the Subscription Fees, Services if its suppliers increase their charges due to their increased costs: 9.12.1 At any time by providing the fees payable Customer not less than twenty eight day’s notice; 9.13 TMB shall be entitled to conduct credit checks in respect of the additional User Subscriptions purchased pursuant Customer from time to 3.3 time. 9.14 TMB shall be entitled to require that the Customer pays a deposit before the commencement of Services or during the term of this Agreement if TMB becomes aware of an adverse change to the Customer’s financial standing: 9.14.1 TMB shall be entitled to apply all or any of the deposit against any unpaid charges at its sole discretion; 9.14.2 Deposits shall not attract interest. 9.15 If the start of each Renewal Period upon 90 days' prior notice Customer elects not to pay for Services by direct debit, TMB shall levy a monthly handling charge which shall be charged at TMB’s prevailing rate. 9.16 TMB shall be entitled to raise or correct an invoice issued to the Customer for a period of twelve months following the date of the invoice and Schedule 1 the provisions of this sub-clause 9.16 shall continue in force for a period of twelve months following termination of this Agreement, howsoever occasioned. 9.17 If the Customer modifies the Order after the Order has been accepted by TMB, TMB shall be entitled to charge the Customer for all expenses incurred up to the date of the modification. 9.18 The Customer hereby consents to and procures that its directors, owners and officers consent to TMB carrying out such credit reference checks as are deemed reasonable by TMB. The Customer also agrees to have been amended accordinglyprovide all information requested by TMB that is necessary to carry out such credit reference checks. 9.19 Time is of the essence with regard to payments due under the terms of this Agreement.

CHARGES AND PAYMENT. 8.1 The 7.1. In consideration of the provision of the Services by Ceox in accordance with this Agreement, the Customer shall pay the Subscription Fees Charges to Ceox as detailed in the Supplier for the User Subscriptions in accordance with this 8 and Schedule 1Call Off Contract. 8.2 7.2. The Customer shall on the Effective Date provide to the Supplier validreimburse Ceox for all actual and reasonable travel and other out-of-pocket expenses including, up-but not limited to-date , train travel, airfares, hotels and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable meals reasonably incurred by Ceox in respect performance of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoiceServices. 8.3 If the Supplier has not received payment within 30 days after the due date, 7.3. The Charges and without prejudice to any all other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) Agreement are exclusive of value added tax, which shall be added to the SupplierCeox's invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled 7.4. All Charges are subject to increase an annual increase, on the Subscription Fees, the fees payable in respect anniversary of the additional User Subscriptions purchased pursuant to 3.3 commencement date, in line with the prevailing Retail Price Index percentage. 7.5. The Customer shall pay all invoices within thirty (30) days from the date of an undisputed invoice from Ceox (Due Date). Interest shall accrue on any overdue amounts at the start rate of each Renewal Period upon 90 days' prior notice 3% over the Bank of England base rate, commencing on the Due Date and continuing until fully paid, whether before or after the judgement. 7.6. If the Customer receives an invoice which it reasonably believes includes a sum which is not valid and properly due: 7.6.1. the Customer shall notify Ceox in writing as soon as reasonably practicable; 7.6.2. the Customer's failure to pay the disputed Charges shall not be deemed to be a breach of this Agreement; 7.6.3. the Customer shall pay the balance of the invoice which is not in dispute by the Due Date; 7.6.4. to the extent that the Customer is obliged, following resolution of the dispute, to pay an amount, then ▇▇▇▇ may charge interest in accordance with clause 7.5 from the original Due Date until the date of payment; and 7.6.5. once the dispute has been resolved, where either party is required to make a balancing payment, it shall do so within ten (10) Business Days and, where Ceox is required to issue a credit note, it shall do so within ten (10) Business Days. 7.7. If full payment of an undisputed invoice is not made by the Customer within ten (10) Business Days following the Due Date then, without prejudice to Ceox’s other rights, Ceox may suspend any further deliveries of any Services and/or Deliverables under this Agreement (or any other contract between Ceox and the Customer) until payment is made in full. 7.8. Ceox may alter the amount of any Charges for the Services during the Service Term, to pass on to the Customer and Schedule 1 shall be deemed any increase in charges related to have been amended accordinglythe provision of the Services which are imposed by a third-party supplier on Ceox. 7.9. Ceox may alter the amount of any Charges for the Services during the Service Term, to pass on to the Customer any increase in charges related to the provision of the Services which are imposed by a third-party supplier on Ceox.

CHARGES AND PAYMENT. 8.1 The 9.1 In consideration for the provision of the Services, the Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions charges in accordance with this 8 and Schedule 1clause 9 (the ’Charges’). 8.2 9.2 SDT shall invoice the Customer according to the billing period set out in the Order and the Charges will be calculated using the details recorded by SDT. 9.3 The Customer agrees to pay the whole amount of the Charges (without any withholding, deduction, set off or counter-claim) within fourteen days of the date of SDT’s invoice. 9.4 SDT shall on the Effective Date provide be entitled to offset any monies owed to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable Customer against any monies owed to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if SDT. 9.5 Invoices shall be deemed accepted by the Customer providesunless a written objection, which clearly identifies the reason for the dispute is received by SDT within five Working Days of the date of the invoice. If the Customer disputes the invoice, the parties shall make all reasonable endeavours to resolve the dispute promptly. In the event that the dispute has not been resolved within ten Working Days of the receipt by SDT of the Customer’s letter, the dispute shall be escalated in accordance with the provisions of clause 18 of this Agreement. 9.6 If the Customer fails to make any payment in respect of Goods or Services on a timely basis, SDT shall be entitled to take one or more of the following actions: (a) its credit card details Suspend the provision of the Services to the Supplier, Customer under clause 12.1 below until such time as the Customer hereby authorises the Supplier to bill such credit card: (ioutstanding invoice(s) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Periodis/are paid; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and Charge the Customer shall pay each invoice within 30 days after interest at the rate of 6% per annum above the prevailing Bank of England base lending rate, on any amount outstanding from the due date to the date of actual payment and such invoice. 8.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal basis; (c) Terminate this Agreement under clause 11.1 below; (d) Recover from the Customer damages for any costs or losses suffered by SDT as a result of the Customer’s failure to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgmentmake payment. 8.4 9.7 If during the performance of its obligations under this Agreement SDT incurs reasonable expenses, SDT shall be entitled to charge the Customer at cost for such expenses. 9.8 If SDT is requested to provide Goods or Services in addition to those set out in the Order, SDT shall charge the Customer for the provision of such Goods or Services at its prevailing rates. 9.9 All amounts and fees prices or Charges stated or referred to in this agreementAgreement are exclusive of packing, packaging, shipping, carriage and insurance charges, if applicable. 9.10 All prices or Charges stated or referred to in this Agreement are exclusive of Value Added Tax which shall be charged in addition at the rate ruling at the tax point. 9.11 The Charges for the Services may be changed by SDT at the end of the Minimum Term and each subsequent anniversary thereof and any proposed changes to the Charges will be notified to the Customer in writing not less than sixty days prior to the end of the Minimum Term and any anniversary thereof. 9.12 Notwithstanding the provisions of clause 9.11, SDT shall be entitled to increase its Charges for any part of the Services at any time if its suppliers increase their charges, by providing the Customer with not less than thirty days’ written notice of any such increase. 9.13 SDT shall be entitled to conduct credit checks in respect of the Customer from time to time. 9.14 SDT may request that the Customer pays a deposit before the commencement of the Services or during the term of this Agreement if SDT becomes aware of an adverse change to the Customer’s financial standing and: (a) SDT shall be payable in pounds sterlingentitled to apply all or any of the deposit against any unpaid charges at its sole discretion; (b) areDeposits shall not attract interest. 9.15 If the Customer elects not to pay for the Services by direct debit, subject SDT shall levy a monthly handling charge which shall be charged at SDT’s prevailing rate, as set out in the Tariff. 9.16 If a Customer’s direct debit fails to 12.3(b)clear, non-cancellable and non-refundable; (c) are exclusive of value added taxSDT shall be entitled to levy a handling charge, which shall be added to charged at SDT’s prevailing rate, as set out in the Supplier's invoice(s) at the appropriate rateTariff. 8.5 The Supplier 9.17 If the Customer requests additional billing reports, SDT shall levy a monthly handling charge which shall be charged at SDT’s prevailing rate, as set out in the Tariff. 9.18 If the Customer asks SDT to modify the Order after the Order has been accepted by SDT and SDT accepts the Customer’s request, SDT shall be entitled to increase charge the Subscription FeesCustomer for all costs, charges and expenses incurred up to the fees payable in respect date of the additional User Subscriptions purchased pursuant modification. 9.19 Time is of the essence with regard to 3.3 at all payments due under the start terms of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordinglythis Agreement.

CHARGES AND PAYMENT. 8.1 The Customer shall pay the Subscription Fees to the Supplier the Licence Fee for use of the User Subscriptions in accordance with this 8 and Schedule 1Software . 8.2 The Customer shall on the Effective Date provide pay to the Supplier valid, up-to-date the Hosting Fee for the Hosting Services and complete credit card details or approved purchase order information acceptable to the Supplier Maintenance Fee for the Support Services. 8.3 All amounts and any other relevant valid, up-to-date and complete contact and billing details and, if fees due from the Customer provides: (a) its credit card details shall be payable in pounds sterling and are exclusive of value added tax, which shall be added to the Supplier, 's invoice(s) at the appropriate rate. 8.4 Save where the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplierholds an Annual Licence, the Supplier shall invoice the CustomerCustomer monthly on the first day of each month for: (ia) on the Effective Date Hosting Fee and Maintenance Fee for the Subscription Fees payable in respect of the Initial Subscription Termthat month; and (iib) subject to 13.1the Licence Fee for that month; and (c) any other Fees (including fees in respect of optional file storage) for that month. 8.5 Where the Customer has an Annual Licence, at least 30 days prior to the Supplier shall invoice the Customer on the Start Date and on each anniversary of the Effective Start Date during the Licence Term for: (a) the Hosting Fee and Maintenance Fee for the Subscription Fees payable next 12 months; (b) the Licence Fee for the next 12 months; and (c) any other fixed fees (including fees in respect of optional file storage) for the next Renewal Period12 months. If a Party has served a notice prior to an invoice date to terminate the Annual Licence, and references in this clause 8.5 to the “next 12 months” shall be deemed to refer to “the unexpired notice period”. If the Customer requests any additional Support Services during the Licence Term the applicable fees and/or expenses shall pay each be invoiced on acceptance of the request or otherwise as provided in these Terms and Conditions. Where any such fees are periodic, they shall be invoiced for the period up to the next anniversary of the Start Date. 8.6 Each invoice within is due and payable 30 days after the date of such invoice. 8.3 invoice date. If the Supplier has not received payment within 30 days by after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; (b) the Supplier may, at its option, restrict or deny the Customer's access to the Software; and (bc) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Lloyds Bank of England base rate from time to timePLC at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 8.7 The Supplier shall be entitled to increase the Subscription Fees, Licence Fee payable and/or the fees Hosting Fee payable in respect on each twelve month anniversary of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period Start Date upon 90 days' ’ prior notice to the Customer and Schedule 1 the Key Information Sheet shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 10.1. The Customer shall pay the Subscription Fees to the Supplier Dashboard Technology Limited for the User Subscriptions in accordance with this 8 clause 10 and Schedule 1the Front Sheet, together with any Charges that are due. As indicated on the Front Sheet the Customer shall pay the Subscription Fees either; 10.1.1. annually in advance in accordance with clause 10.3; or 10.1.2. 10.1. 2 monthly in advance in accordance with clause 10.4 10.2. The Subscription Fees shall be calculated on a per User Subscription basis. Where the Customer is entitled to unlimited User Subscriptions, there shall be a minimum Subscription Fee equivalent to the value of 3,000 User Subscriptions per annum. 8.2 10.3. If the Customer is to pay the Subscription Fees annually in advance, Dashboard Technology Limited shall invoice the Customer at the start of the Initial Subscription Term and on each anniversary of the Effective Date for the relevant Subscription Fees for the forthcoming year. 10.3.1. Where the Customer incurs Charges during the Term, Dashboard Technology Limited shall invoice these monthly in arrears, and such Charges shall be payable within 30 days following receipt of the invoice; 10.3.2. Where the Customer wishes to increase the number of User Subscriptions, it may purchase additional subscriptions, which shall be invoiced in advance, on a pro-rata rate to the end of the pre-paid calendar period. 10.4. If the Customer is to pay the Subscription Fees monthly in advance, Dashboard Technology Limited shall invoice the Customer at the start of each calendar month of the Term for the relevant Subscription Fees. Where the Customer has incurred any Charges during the month, Dashboard Technology Limited shall invoices those in arrears, in addition to the Subscription Fees, which shall be payable within 14 days of the date of the invoice. 10.5. The Customer shall pay any Implementation fees stated on the Front Sheet within 30 days following receipt of invoice from Dashboard Technology Limited. 50% of the fees shall be payable at the date of this agreement and the remaining 50% shall be payable upon successful completion of post testing configuration. 10.6. The Customer shall on the Effective Date provide to the Supplier Dashboard Technology Limited valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier Dashboard Technology Limited and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoicedetails. 8.3 10.7. If the Supplier Dashboard Technology Limited has not received any payment within 30 days after the relevant due date, and without prejudice to any other rights and remedies of the SupplierDashboard Technology Limited: (a) the Supplier may, 10.7.1. Dashboard Technology Limited may without liability to the Customer, disable the Customer's ’s and any Authorised Users’ and Applicants’ password, account and access to all or part of the Services and the Supplier Dashboard Technology Limited shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) 10.7.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Bank of England base rate from time to timeat the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 10.8. All amounts and fees stated or referred to in this agreementAgreement: (a) 10.8.1. shall be payable in pounds sterling; (b) are, subject to 12.3(b), 10.8.2. are non-cancellable and non-refundable; (c) 10.8.3. are exclusive of value added tax, which shall be added to the Supplier's Dashboard Technology Limited’s invoice(s) at the appropriate rate. 8.5 The Supplier 10.9. If, at any time whilst using the Services, the Customer exceeds a reasonable allocation of storage calculated by reference to the number of Authorised Users or is found to be storing documents unnecessarily within the Services, Dashboard Technology Limited may charge the Customer, and the Customer shall pay Dashboard Technology Limited’s then current excess data storage fees which Dashboard Technology Limited shall pass on at cost. 10.10. Dashboard Technology Limited shall be entitled to increase the prices for the Services as stated in the Front Sheet, the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 clause 4 and/or any Charges payable pursuant to this clause 10.9 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 the Front Sheet shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 7.1. The Customer price for the Goods: 7.1.1. shall pay be the Subscription Fees to price set out in the Order, or if no price is quoted, the price shall be the lowest open market price at which Goods and/or Services (as applicable) of an equivalent specification and quality could reasonably be purchased by the Buyer; and 7.1.2. shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Buyer. 7.2. The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier for the User Subscriptions in accordance with this 8 and Schedule 1. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary performance of the Effective Date for Services. Unless otherwise agreed in writing by the Subscription Fees payable Buyer, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 7.3. In respect of the next Renewal Period; (b) its approved purchase order information to the SupplierGoods, the Supplier shall invoice the Customer:Buyer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Buyer on completion of the Services. Each invoice shall include such supporting information required by the Buyer to verify the accuracy of the invoice, including the relevant purchase order number. (i) on 7.4. In consideration of the Effective Date for supply of Goods and/or Services by the Subscription Fees Supplier, the Buyer shall pay the invoiced amounts within 90 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier. 7.5. All amounts payable by the Buyer under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Initial Subscription Term; and (ii) subject Contract by the Supplier to 13.1the Buyer, at least 30 days prior the Buyer shall, on receipt of a valid VAT invoice from the Supplier, pay to each anniversary of the Effective Date for the Subscription Fees payable Supplier such additional amounts in respect of VAT as are chargeable on the next Renewal Period, and supply of the Customer shall pay each invoice within 30 days after Goods and/or Services at the date same time as payment is due for the supply of such invoicethe Goods and/or Services. 8.3 If 7.6. The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier has not received payment within 30 days after in providing the due dateServices, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation allow the Buyer to provide inspect such records at all reasonable times on request. 7.7. The Buyer may at any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added without notice to the Supplier's invoice(s) at , set off any liability of the appropriate rate. 8.5 The Supplier shall to the Buyer against any liability of the Buyer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be entitled to increase the Subscription Feesset off are expressed in different currencies, the fees payable in respect Buyer may convert either liability at a market rate of exchange for the additional User Subscriptions purchased pursuant purpose of set-off. Any exercise by the Buyer of its rights under this clause shall not limit or affect any other rights or remedies available to 3.3 at it under the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordinglyContract or otherwise.

CHARGES AND PAYMENT. 8.1 10.1 The Customer shall pay the Subscription Product Fees to the Supplier Posturite for the User Subscriptions Products and Professional Services in accordance with this 8 condition 10 and Schedule 1the Contract Particulars. 8.2 The Customer 10.2 Posturite shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if invoice the Customer provides: (a) its credit card details to on or before the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Product Commencement Date for the Subscription Product Fees payable in respect of the Initial Subscription Term; and (ii) Term and subject to 13.1condition 15.1. After the Initial Term, on Posturite shall invoice the Customer at least thirty (30) days prior to each anniversary of the Effective Product Commencement Date for the Subscription Product Fees payable in respect of the next Renewal Period;. (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the 10.3 The Customer shall pay each invoice for Product Fees and Professional Services charges and any other amounts invoiced within 30 days after the date of such invoiceinvoice and no payment shall be deemed to have been received until Posturite has received cleared funds from the Customer. 8.3 10.4 If the Supplier Posturite has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the SupplierPosturite: (a) the Supplier 10.4.1 Posturite may, without liability to the Customer, disable the Customer's ’s password, account and access to all or part of the Services Products and the Supplier Posturite shall be under no obligation to provide any or all of the Products or Professional Services while the invoice(s) concerned remain unpaid; and (b) 10.4.2 Posturite may suspend all Professional Services until payment has been made in full; and 10.4.3 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays Bank of England base rate from time to timePlc, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 10.5 All amounts and fees stated or referred to in this agreement: (a) the Contract shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable sterling and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's Posturite’s invoice(s) at the appropriate rate. 8.5 The Supplier 10.6 Posturite shall be entitled to increase the Subscription Fees, Product Fees and the fees payable in respect of the additional User Subscriptions Licences purchased pursuant to condition 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 the Contract Particulars shall be deemed to have been amended accordingly. 10.7 All sums payable to Posturite under the Contract shall become due immediately on its termination, despite any other provision. This condition 10.7 is without prejudice to any right to claim for interest under the law, or any such right under the Contract. 10.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees (including such additional organisation subscriptions and Optional Feature Subscriptions as may be applicable) to the Supplier for the User Subscriptions in accordance with this 8 clause 9 and Schedule 1. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 9.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's ’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Bank of England base rate from time to timethe Supplier’s bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 9.1 The Customer Client shall pay the Subscription Fees charges to the Supplier for the User Subscriptions FSI in accordance with this 8 clause 9 and Schedule 13. 8.2 The Customer 9.2 Payment shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable be due in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least full 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after following the date of such invoiceeach invoice issued by FSI in accordance with this agreement. 8.3 9.3 FSI reserves the right, where it deems it appropriate, to invoice for Products, Services or Hardware in advance of delivery or agreed milestones if applicable milestones are unreasonably delayed by the Client’s acts or omissions. 9.4 Time for payment is of the essence. If the Supplier FSI has not received any payment within 30 days after on its the due date, and without prejudice to any other rights and remedies of the SupplierFSI: (a) the Supplier FSI may, without liability to the CustomerClient, disable the Customer's password, account Client’s and its Authorised Users’ access to all or part of the Services and the Supplier FSI shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate FSI's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.5 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b)unless expressly provided otherwise in this agreement, non-non- cancellable and non-refundable;; and (cb) are exclusive of value added tax, which shall be added to the SupplierFSI's invoice(s) invoices at the appropriate rate. 8.5 The Supplier shall 9.6 Ongoing charges (particularly monthly costs, base system costs, maintenance and support, monthly module charges and monthly user fees) may be entitled to increase the Subscription Fees, the fees payable increased by FSI at least once annually in respect each year of the additional User Subscriptions purchased pursuant to 3.3 Term by giving the Client at the start of each Renewal Period upon 90 days' least three months’ prior notice to the Customer and written notice. Schedule 1 3 shall be deemed to have been amended accordinglyaccordingly following any increase. 9.7 Parts of the Products or Services (for example FSI GO™ and FSI Dreamscape™) will be charged in accordance with FSI's standard rates when certain limits are exceeded, e.g. number of authorised users, storage space (per GB), memory (per GB) and API Calls (per blocks of call). FSI’s standard rates are amended from time to time and FSI shall give the Client: (a) at least 30 days’ prior written notice of any increase to pricing in respect of shared Hosted Environments; and (b) at least three months’ prior written notice of any increase to pricing in respect of dedicated Hosted Environments. Schedule 3 shall be deemed to have been amended accordingly following any increase. 9.8 FSI shall be reimbursed for all expenses reasonably incurred by it in connection with Professional Services to the Client. Expenses include mileage at 65p per mile (which may be increased upon three months’ written notice), fares, accommodation, subsistence and any other miscellaneous expenses associated with any site visits. No expenses apply for site visits where the Client’s premises are located within a 50-mile radius of FSI’s Basildon (UK) HQ.

CHARGES AND PAYMENT. 8.1 ‌ 7.1 The Customer shall pay the Subscription Fees to the Supplier Ramboll for the User Subscriptions in accordance with this 8 clause 7 and Schedule 1the Supply Agreement. 8.2 7.2 The Customer shall on the Effective Date provide to the Supplier Ramboll valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier Ramboll and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier details. Ramboll shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 12.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 21 days after the date of such invoice. 8.3 7.3 If the Supplier Ramboll has not received payment within 30 21 days after the due date, and without prejudice to any other rights and remedies of the SupplierRamboll: (a) the Supplier Ramboll may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services Software and the Supplier Ramboll shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 48% over the then current base lending rate of Bank the central bank of England base rate from time to timethe country prescribed by the Applicable Law, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 7.4 All amounts and fees stated or referred to in this agreementAgreement: (a) shall be payable in pounds sterlingthe currency defined in the Supply Agreement; (b) are, subject to 12.3(bclause 11.3(b), non-non- cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the SupplierRamboll's invoice(s) at the appropriate rate. Subscription Fees do not include applicable taxes. The Customer agrees to bear and be responsible for the payment of all taxes, except for taxes based upon Ramboll’s income, including but not limited to, withholding, all sales, use, rental receipt, personal property, customs duties or levies or other taxes, which may be levied or assessed in connection with this Agreement. The Customer shall pay such tax when due or reimburse Ramboll as Ramboll may request. If any tax is required to be paid by Ramboll, the full amount of such tax, including any interest and penalties, will be billed to the Customer separately, whether or not this Agreement is then in effect, and promptly paid by the Customer. 8.5 The Supplier 7.5 Ramboll shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 clause 3.3, the support fees payable pursuant to clause 4.2 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 the Supply Agreement shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 ‌ 12.1 The Customer shall pay the Subscription Annual Contract Licence Fees to the Supplier for the User Subscriptions Modules (including any Additional Modules) in accordance with this 8 Clause 11 and Schedule 11 (Annual Contract Licence Fees). 8.2 12.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-to date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-to date and complete contact contract and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on 12.2.1.1 On the Effective Date for the Subscription Annual Contract Licence Fees payable in respect of the Initial Subscription Term; and (ii) subject 12.2.1.2 Subject to 13.1clause 2.1, on each anniversary of the Effective Date for the Subscription Annual Contract Licence Fees payable in respect of the next Renewal Period; (b) its Its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) 12.2.2.1 on the Effective Date for the Subscription Annual Contract Licence Fees payable in respect of the Initial Subscription Term; and; (ii) 12.2.2.2 subject to 13.1clause 2.1, at least 30 lease thirty (30) days prior to each anniversary of the Effective Date for the Subscription Annual Contract Licence Fees payable in respect of the next Renewal Period, ; and the Customer shall pay each invoice within 30 thirty (30) days after the date of such invoice. 8.3 12.3 If the Supplier has not received payment within 30 thirty (30) days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, on no less than five (5) Business Days' notice to the Customer and without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 12.4 All amounts and fees stated or referred to in this agreementContract: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b)clause 13.7, non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 12.5 The Supplier shall be entitled to may increase the Subscription Annual Contract Licence Fees in accordance with the mechanisms set out in Schedule 1(Annual Contract Licence Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly).

CHARGES AND PAYMENT. 8.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions Services and the purchase price of the Smart Hubs supplied to it to ▇▇▇▇▇▇▇▇ in accordance with this condition 8 and the Schedule 1of Prices. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and not dispute any other relevant valid, up-to-date and complete contact and billing details and, invoice without reasonable cause but if the Customer providesdoes dispute an invoice: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable shall notify ▇▇▇▇▇▇▇▇ in respect writing within 7 days of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary receipt of the Effective Date invoice specifying the reasons for disputing the Subscription Fees payable in respect of the next Renewal Periodinvoice; (b) its approved purchase order information the parties shall negotiate in good faith to attempt to resolve the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Termdispute promptly; and (iic) subject to 13.1, at least 30 days prior to each anniversary if the dispute is resolved in favour of the Effective Date for the Subscription Fees payable in respect Customer, ▇▇▇▇▇▇▇▇ shall within 7 days of the next Renewal Period, date of such resolution issue a revised and corrected invoice to the Customer which the Customer shall pay within 14 days of the date of such revised invoice. 8.3 All amounts and fees stated or referred to in the Agreement are exclusive of value added tax, which shall be added to ▇▇▇▇▇▇▇▇’▇ invoices at the appropriate rate. 8.4 ▇▇▇▇▇▇▇▇ may invoice the Customer for price of the Smart Hubs plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. 8.5 Where the Customer has opted to pay the Subscription Fee monthly, ▇▇▇▇▇▇▇▇ shall invoice the Customer for the Subscription Fee monthly in arrears. The amount payable under such invoice shall be calculated by multiplying the number of Connected Smart Hubs during the relevant month by the Monthly Subscription Fee. 8.6 The Customer shall pay each undisputed invoice within 30 days after the date of such invoice. 8.3 8.7 If the Supplier ▇▇▇▇▇▇▇▇ has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) ▇▇▇▇▇▇▇▇ interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of National Westminster Bank of England base rate PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier 8.8 ▇▇▇▇▇▇▇▇ shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions Smart Hubs purchased pursuant to 3.3 at the start of each Renewal Period condition 2 upon 90 days' prior notice to the Customer. Where the Customer and has opted to pay the Subscription Fee monthly, ▇▇▇▇▇▇▇▇ shall be entitled to increase the Subscription Fees upon 90 days' prior notice to the Customer. In either case the Schedule 1 of Prices shall be deemed to have been amended accordingly. 8.9 Where the Customer has used a SIM Card provided by ▇▇▇▇▇▇▇▇ in connection with a Smart Hub and such Customer SIM Card exceeds the threshold to “Active” mode notified to it from time to time, ▇▇▇▇▇▇▇▇ may charge the Customer at the rates set out in the Schedule of Charges for each month until the service to such Smart Hub is suspended for non-use or until the matter has been rectified in conjunction with the ▇▇▇▇▇▇▇▇ support team.

CHARGES AND PAYMENT. 8.1 The 7.1 In consideration for the provision of the Services, the Customer shall pay Red Bee the Charges in accordance with this clause 7 and Schedule 2. 7.2 Customer shall pay the Subscription Fees to Charges via credit card, and payment shall be administered by the Supplier for the User Subscriptions in accordance with this 8 and Schedule 1Payment Services Provider. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) 7.3 By submitting its credit card details to the SupplierPayment Services Provider, the Customer hereby agrees to and authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the SupplierPayment Services Provider to: (a) the Supplier may, without liability to charge the Customer’s registered credit card, disable the Customer's password, account and access to all or part any individual’s credit card registered on behalf of the Services Customer during the registration process, for all Charges payable in accordance with this Contract, including all applicable taxes and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaidlevies; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over collect, use, retain and disclose personal data in accordance with the then current base lending rate of Bank of England base rate Red Bee Privacy Policy and the Payment Services Provider’s privacy policy set out at: ▇▇▇▇▇://▇▇▇▇▇▇.▇▇▇/en-nl/privacy), as amended from time to time, commencing . 7.4 Provision of the Services is conditional on the due date Customer accepting all terms and continuing until fully paid, whether before or after judgmentconditions of the Payment Services Provider which govern the on-line payment of the Charges. Customer acknowledges that Red Bee shall not be liable for any aspect of the service provided by the Payment Services Provider. 8.4 7.5 The Charges due for the first Service Month will be charged to the Customer’s credit card on the Commencement Date. The Charges for each subsequent Service Month, as set out in Schedule 2, will be automatically deducted from Customer’s credit card on a recurring, monthly basis at the commencement of each subsequent Service Month, unless otherwise stated in Schedule 2. Any Charges incurred by the Customer for additional services or usage, shall be paid in accordance with Schedule 2. 7.6 All amounts and fees stated or referred to in this agreement: payable by the Customer exclude value added tax (a) shall be payable in pounds sterling; (b) are, subject to 12.3(bVAT), non-cancellable and non-refundable;which the Customer shall additionally be liable to pay to Red Bee at the prevailing rate (if applicable). (c) are exclusive of value added tax, which shall be added 7.7 Red Bee may increase the Charges at any time. Where Customer does not accept the increase to the Supplier's invoice(s) at Charges, the appropriate rateCustomer may terminate this Contract in accordance with clause 9. 8.5 The Supplier 7.8 Where the Payment Services Provider is unable to process payment of any of the Charges using the credit card provided by Customer for any reason, Red Bee shall be entitled to increase immediately suspend provision of the Subscription FeesServices or to terminate this Contract, at its sole discretion. Where Customer fails to pay any of the Charges by credit card, Red Bee shall issue an invoice to Customer for all outstanding amounts, including an administration fee of five (5) Euros, which amounts shall be due and payable in full within seven (7) days of the date of the invoice, free and clear of all withholding taxes and without any right of set-off, counterclaim or deduction. 7.9 Late payment of any amounts due under this Contract are subject to a late payment interest rate according to the Dutch legal interest (‘wettelijke rente’) on all amounts not paid on or before the due date. In addition, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordinglyresponsible for any reasonable costs of recovery including legal fees.

CHARGES AND PAYMENT. 8.1 The Customer shall 10.1 In consideration for the supply of Goods and/or provision of Services by or on behalf of 4SIGHT, the Client agrees to pay the Subscription Fees to applicable Charges. 10.2 Unless otherwise stated, the Supplier Charges for Goods are exclusive of all costs and charges of packaging, insurance and transport of the Goods, which will be paid in addition by the Client when the Client pays for the User Subscriptions Goods. 10.3 In respect of Goods and/or Services, 4SIGHT may: 10.3.1 invoice the Client as stated in the Work Order or as otherwise agreed in writing, before, upon or at any time after completion of delivery of the Goods and/or provision of the Services; or 10.3.2 where 4SIGHT is required to make an advance purchase of Goods or, where applicable, procure licences, resources, components or other materials necessary for the provision of the Services, requiring capital expenditure on the part of 4SIGHT, 4SIGHT reserves the right to invoice the Client for the full amount of the Charges or require a deposit against the applicable Charges, and insist on receiving payment in cash or cleared funds in advance of incurring any such expenditure; or, if neither Clauses 10.3.1 or 10.3.2 apply; 10.3.3 the Non-Recurring Charges shall become invoiceable upon signature of the Work Order (or any variation thereto) as appropriate; 10.3.4 subject to Clause 3.4, the Fixed Charge (where applicable) shall be payable in advance from the Service Commencement Date in accordance with this 8 and Schedule 1the payment frequency set out on the Work Order. The first payment (being for the remainder of the month in which the Service Commencement Date occurs, calculated on a pro-rata time basis, plus the following month / quarter / year, as applicable) shall be invoiceable by 4SIGHT on or following the relevant Service Commencement Date. Subsequent payments shall become invoiceable at the start of the month immediately preceding the month / quarter / year being invoiced; and 10.3.5 Usage Charges (if applicable) shall be invoiceable monthly in arrears. 8.2 10.4 With effect from the expiry of the relevant Minimum Term, 4SIGHT shall be entitled to revise the Charges to reflect 4SIGHTs then current standard rates. 10.5 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer providesClient will pay each invoice submitted by 4SIGHT: 10.5.1 within Thirty (a30) its credit card details days of the date of the invoice; and 10.5.2 in full and in cleared funds to a bank account nominated in writing by 4SIGHT. 10.6 All amounts payable by the Supplier, Client under the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees Contract are payable in sterling and exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Initial Subscription Term; and (ii) subject Contract by 4SIGHT to 13.1the Client, the Client will, on each anniversary receipt of the Effective Date for the Subscription Fees payable a valid VAT invoice from 4SIGHT, pay to 4SIGHT such additional amounts in respect of VAT as are chargeable on the next Renewal Period;supply of the Services or Goods at the same time as payment is due for the supply of the Goods or provision of the Services. (b) 10.7 The Client will pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client will not be entitled to assert any credit, set-off or counterclaim against 4SIGHT in order to justify withholding payment of any such amount in whole or in part. 4SIGHT may, without limiting its approved purchase order information other rights or remedies, set-off any amount owing to it by the Client against any amount payable by 4SIGHT to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoiceClient. 8.3 10.8 If an undisputed invoice (or an undisputed part of an invoice) is not paid in full by the Supplier has not received payment within 30 days after the due dateDue Date thereof, and then without prejudice to any 4SIGHT’s other rights and remedies of 4SIGHT reserves the Supplierright to: (a) 10.8.1 charge interest on the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue outstanding sum on a daily basis on such due amounts (before as well as after any judgement) until the date of payment, at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time plus four percent (4%), or if a negative rate, at four percent (4%); and/or 10.8.2 suspend the Services (or any part thereof) in accordance with Clause 16; and/or 10.8.3 use any deposit given by the Client under Clause 10.3.2, to time, commencing on the due date and continuing until fully paid, whether before or after judgmentpay any outstanding sum. 8.4 All amounts and fees stated or referred to in this agreement: 10.9 Any disputes not raised within six (a6) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect months of the additional User Subscriptions purchased pursuant to 3.3 at date of the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordinglyinvoice are irrevocably waived.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier Technology Forge for the User Subscriptions in accordance with this 8 clause 9 and Schedule 1. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or Technology Forge approved purchase order information acceptable to the Supplier Technology Forge and any other relevant valid, up-to-date and complete contact and billing details and, if details. 9.3 Technology Forge shall submit a correct invoice to the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the no earlier than 10 days in advance forthwith in respect of all Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days Term and prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period], and the Customer shall pay each invoice within 30 10 (ten) days after of the date of such invoice. 8.3 9.4 If the Supplier Technology Forge has not received payment within 30 (thirty) days after the due date, and without prejudice to any other rights and remedies of the SupplierTechnology Forge: (a) the Supplier Technology Forge may, without liability to the Customer, disable the Customer's ’s password, account and access to all or part of the Services and the Supplier Technology Forge shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest Technology Forge shall accrue on a daily basis on such due amounts at an annual rate equal be entitled to 4% over make late payment charges in accordance with the then current base lending rate Late Payment of Bank of England base rate from time to time, commencing Commercial Debts (interest) Act 1998 for the period beginning on the date on which payment is due and ending on the date and continuing until fully paid, whether before or after judgmenton which payment is made. 8.4 9.5 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(bclause 13.4(b), non-cancellable and non-non- refundable; (c) are exclusive of value added tax, which shall be added to the SupplierTechnology Forge's invoice(s) at the appropriate rate. 8.5 The Supplier 9.6 Technology Forge shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at the start of each Renewal Period upon 90 (ninety) days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier Security Alliance for the User Subscriptions in accordance with this 8 clause 9 and Schedule 11 and the fees for Additional Services in accordance with Schedule 1 and the relevant Statement of Work. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or Security Alliance a valid approved purchase order information acceptable to the Supplier Security Alliance and any other relevant valid, up-to-date and complete contact and billing details and, if and Security Alliance shall invoice the Customer providesCustomer: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) 9.2.1 on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) 9.2.2 subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 13.1, at least 30 thirty (30) days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 thirty (30) days after the date of such invoice. 8.3 9.3 If the Supplier Security Alliance has not received payment within 30 fourteen (14) days after the due date, and without prejudice to any other rights and remedies of the SupplierSecurity Alliance: (a) the Supplier 9.3.1 Security Alliance may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier Security Alliance shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) 9.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% three (3)% over the then current base lending rate of Bank of England base rate Security Alliance’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4 All amounts and fees stated or referred to in this agreementAgreement: (a) 9.4.1 shall be payable in pounds sterling; (b) 9.4.2 are, subject to 12.3(b)clause 12.3.2 and clause 13.4, non-cancellable and non-non- refundable; (c) 9.4.3 are exclusive of value added tax, which shall be added to the Supplier's Security Alliance’s invoice(s) at the appropriate rate. 8.5 The Supplier 9.5 Not used 9.6 Security Alliance shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 clause 3.3, the fees payable for Additional Services pursuant to a Statement of Work, at the start of each Renewal Period upon 90 ninety (90) days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 The Customer shall pay the Subscription Fees to the Supplier the Licence Fee for use of the User Subscriptions in accordance with this 8 and Schedule 1Software. 8.2 The Customer shall on the Effective Date provide pay to the Supplier validthe Maintenance Fee for the Services. 8.3 All amounts and fees due from the Customer shall be payable in pounds sterling and are exclusive of value added tax, up-to-date and complete credit card details or approved purchase order information acceptable which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.4 The Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if shall invoice the Customer provideson the Start Date and on each anniversary of the Start Date during the Licence Term for: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date Licence Fee for the Subscription Fees payable in respect of the Initial Subscription Termnext twelve months; and (iib) subject to 13.1, on each anniversary of the Effective Date Maintenance Fee for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Termtwelve months; and (iic) subject to 13.1, at least 30 days any other fixed fees and expenses due and payable for the next twelve months. If a party has served a notice prior to each an invoice date to terminate the Licence, references in this clause 8.4 to the “next 12 months” shall be deemed to refer to the “unexpired notice period”. If the Customer requests any additional Services during the Licence Term or otherwise becomes liable to pay any expenses of the Supplier, such fees and/or expenses shall be invoiced on acceptance of the request or otherwise as provided in these Terms and Conditions. Where any such fees are periodic, they shall be invoiced for the period up to the next anniversary of the Effective Date for the Subscription Fees Start Date. 8.5 Each invoice is due and payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 invoice date. If the Supplier has not received payment within 30 days by after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; (b) the Supplier may, at its option, restrict or deny the Customer's access to the Software; and (bc) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Lloyds Bank of England base rate from time to timePLC at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 8.6 The Supplier shall be entitled to increase the Subscription Fees, Licence Fee payable and/or the fees Maintenance Fee payable in respect on each twelve month anniversary of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period Start Date upon 90 days' ’ prior notice to the Customer and Schedule 1 the Key Information Sheet shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 ‌ 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 clause 9 and Schedule 1. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill ▇▇▇▇ such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 9.3 If the Supplier has not received payment within 30 14 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's ’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Bank of England base rate from time to timeNatwest at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(bclause 13.4(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 9.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly1.

CHARGES AND PAYMENT. 8.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this Clause 8 and Schedule 1 and the support fees in accordance with Clause 4.3 and Schedule 1. The Supplier shall not increase the Subscription Fees during the Initial Term, but thereafter Subscription Fees will increase each year by the prevailing RPI figure + 1.5%. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) provides its credit card details approved purchase order information to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:shall invoice the (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1Clause 14.1, on at least 30 days prior to [each anniversary of the Effective Date Date] for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (iiiii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 45% over the then current base lending rate of NatWest Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 If the Supplier has not received payment within 60 days after the date of such invoice, then it may serve notice on the Customer that it will stop providing the Services within 7 days unless payment is received. 8.5 All amounts and fees stated or referred to in this agreementAgreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's ’s invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 clause 9 and Schedule 1. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill ▇▇▇▇ such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, at least 30 14 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 14 days after the date of such invoice. 8.3 (c) The customer, if agreed with the supplier, can choose to make monthly instalments. In this case, the customer will receive a notification of payment 14 days before the 1st of each month and the payment will have to be cleared before the next month begins. 9.3 If the Supplier has not received payment within 30 14 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's ’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Bank of England base rate from time to timethe Supplier's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterlingsterling (GBP or £); (b) are, subject to 12.3(bclause 13.4(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier’s then current excess data storage fees. The Supplier’s excess data storage fees current as at the Effective Date are set out in Schedule 1. 9.6 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 and/or the excess storage fees payable pursuant to clause 9.5 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees and Additional Services Fees (if incurred) to the Supplier for the User Subscriptions and any applicable Additional Services in accordance with this 8 clause and Schedule 12 of the Order Form. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable 9.2 Payment in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary Services must be received in advance of the Effective Date year to which those Services relate. The Customer agrees to pay for the Subscription Fees payable Additional Services as set out in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 Schedule 2. If the Supplier has not received payment within 30 days after by the relevant due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's ’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 48% over the then current base lending rate of the Bank of England base rate from time to timeat the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.3 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b)clause , non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 9.4 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space, bandwidth or downloads specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier’s then current excess data storage fees. The Supplier’s excess data storage fees current as at the Effective Date are set out in The Order Form 9.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 clause and/or the excess storage, bandwidth or download fees payable pursuant to clause at the start of each Renewal Period or these terms and conditions upon 90 28 days' prior notice to the Customer and Schedule 1 The Order Form shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 10.1 The Customer Institution shall pay the Subscription Fees to the Supplier Jamworks for the User Subscriptions in accordance with this 8 and Schedule 1clause 10. 8.2 10.2 The Customer Institution shall on the Effective Date provide to the Supplier Jamworks valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier Jamworks and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer Institution provides: (a) its credit card details to the SupplierJamworks, the Customer Institution hereby authorises the Supplier Jamworks to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 15.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the SupplierJamworks, the Supplier Jamworks shall invoice the CustomerInstitution: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 15.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer Institution shall pay each invoice within 30 days after the date of such invoice. 8.3 10.3 If the Supplier Jamworks has not received payment for undisputed fees within 30 45 days after the due date, and without prejudice to any other rights and remedies of the SupplierJamworks: (a) the Supplier Jamworks may, without liability to the CustomerInstitution, disable the CustomerInstitution's password, account and access to all or part of the Services and the Supplier Jamworks shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall Overdue account charges will not accrue on any purchases made by Institution during the time of civil emergency or in the event of a daily basis on natural disaster that prevents the timely payment of accounts. In such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time to timeinstances, commencing on the due date and continuing until fully paid, whether before or after judgment.accounts will be paid in as timely a manner as possible; and 8.4 10.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterlingas stated on the order form; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's Jamworks’ invoice(s) at the appropriate rate. 8.5 The Supplier 10.5 Jamworks shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 and/or the support fees payable pursuant to clause 4.3 by no more than 3% at the start of each Renewal Period upon 90 days' prior notice to the Customer Institution and Schedule 1 the Renewal Order Form shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier or where applicable its Reseller for the User Subscriptions in accordance with this 8 and Schedule 1.clause 9 or as otherwise may be agreed with the Reseller. Except in the case of the sale of the Services via a Reseller (where the Customer will pay the Reseller directly as agreed with the Reseller): 8.2 (a) The Customer shall on or prior to the Effective Date provide to the Supplier valid, up-up- to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (ai) its credit card details approved purchase order information to the Supplier, the Customer hereby authorises Supplier shall invoice the Supplier to bill such credit cardCustomer: (iA) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (iiB) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 (b) If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (ai) the Supplier may, without liability to the Customer, disable the Customer's password, ’s account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (bii) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate Santander (UK) from time to time, commencing on the due date and continuing until fully paid, whether before or after judgmentjudgement. 8.4 (c) All amounts and fees stated or referred to in this agreement: (ai) shall be payable in pounds sterling; (bii) are, subject to 12.3(bclause 13.4(b), non-cancellable and non-refundable;; and (ciii) are exclusive of value added tax, which shall be added to the Supplier's ’s invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 ‌ 9.1. The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions Services in accordance with this 8 clause 9 and Schedule 1 and the support fees in accordance with clause 4.3 and Schedule 1. 8.2 9.2. The Customer shall on or before the Effective Date provide to the Supplier or its billing agent valid, up-to-date and complete credit or debit card details or and where relevant approved purchase order information acceptable to the Supplier or its billing agent and any other relevant valid, up-to-date and complete contact contact, bank payment and billing details and, if the Customer provides: (a) its credit or debit card or bank details to the SupplierSupplier or its billing agent, the Customer hereby authorises the Supplier or its billing agent to charge such bank account or bill such credit card: (i) on the Effective Date for Monthly in advance in relation to the Subscription Fees payable in respect of the Initial Subscription Term; andFees; (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable Monthly in respect of the next Renewal Period; (b) its approved purchase order information arrears in relation to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoiceExcess Usage Fees. 8.3 9.3. If the Supplier or its billing agent has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier or its billing agent may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Royal Bank of England base rate Scotland from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4. All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterlingsterling in the absence of a currency agreed with the billing agent; (b) are, subject to 12.3(bclause 13.3(b), non-cancellable and non-refundable; (c) are exclusive of value added or other sales tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 9.5. If, at any time whilst using the Services, the Customer exceeds the amount of storage space or transactions or bandwidth as appropriate specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage, transaction and bandwidth fees as set out in Schedule 1.‌ 9.6. The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions Services purchased pursuant to 3.3 at clause 3.3, the start of each Renewal Period Excess Usage Fees incurred pursuant to clause 3.4, the support fees payable pursuant to clause 4.3 and/or the excess storage, transaction or bandwidth fees payable pursuant to clause 9.5 upon 90 30 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 6.1 If a Subscription Order has been entered into between the Customer and Malk Sustainability Partners, that governs the Customer’s use of the web-hosted Integrum ESG platform and specifies Subscription Fees in section 3 of that Order, then sections 6.2 through 6.6 of these terms (below) shall not apply. If the Order has been entered into between the Customer and Integrum ESG, then sections 6.2 through 6.6 of these terms (below) shall apply. 6.2 The Customer shall pay the subscription fees and any support fees (“Subscription Fees Fees”) to the Supplier for the User Subscriptions and the relevant Upload Fees in accordance with this 8 and Schedule 1each case as set out in the Order. 8.2 6.3 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details will pay all sums due by bank transfer or approved purchase order information acceptable to the Supplier and any via direct debit mandate via GoCardless Ltd ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇.▇▇▇/ or such other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises provider as may be notified by the Supplier to bill such credit card:the Customer. (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information 6.4 The Supplier will issue an invoice to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect Customer within seven days of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary receipt of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoicea written request. 8.3 6.5 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of National Westminster Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgmentPlc. 8.4 6.6 All amounts and fees stated or referred to in this agreement: : (a) shall be payable in pounds sterling; ; (b) are, subject to 12.3(b), are non-cancellable and non-refundable; ; and (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 6.7 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 the Order shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 9.1 The Customer Client shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 and Schedule 1clause 9. 8.2 The Customer 9.2 Unless otherwise set out in this Agreement or agreed in writing, all fees and charges due to the Supplier shall be thereafter, for the Subscription Fees payable in respect of the upcoming Subscription Period. paid to the Supplier in advance of the provision of the Services for which those fees and charges relate to. 9.3 To enable the Supplier to charge the Client for, and receive payment of, the Fees, the Client shall on the Effective Date Date: 9.3.1 provide to the Supplier valid, up-up- to-date and complete credit card details or approved complete, purchase order information payment card details acceptable to the Supplier and any other relevant valid, up-up- to-date and complete contact and billing details; and 9.3.2 complete all forms (including any appropriate direct debit mandates) and grants all permissions requested to enable the Supplier to collect payment by way of direct debit. 9.4 Where the Client provides its payment card details andand completes a direct debit mandate, if the Customer providesClient authorises the Supplier to charge the Client’s card using the details provided by way of direct debit for the Fees or where the Client has only provided its purchase order information (or no information at all), the Supplier shall invoice the Client in the manner and on the dates set out below: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date Date, for the Subscription Fees payable in respect of the Initial initial Subscription TermPeriod; and (iib) subject to 13.1, at the start of each Subscription Period (a) on each anniversary of the Effective Date Date, for the Subscription Portal Fees payable in respect of the next Renewal initial Portal Licensing Period;; and (b) its approved purchase order information to at the Supplierstart of each Portal Licensing Period thereafter, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Portal Fees payable in respect of the Initial Subscription Term; andupcoming Portal Licensing Period. (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer 9.5 The Client shall pay each invoice within 30 days after the date of such invoice. 8.3 9.6 If the Supplier has not received payment within 30 days after the due date, and then without prejudice to any other rights and remedies of the Supplier: (a) 9.6.1 the Supplier may, without liability to the CustomerClient, disable the CustomerClient's password, account and and/or access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) 9.6.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.7 All amounts and fees stated or referred to in this agreementAgreement: (a) 9.7.1 shall be payable in pounds sterling; (b) are, subject to 12.3(b), 9.7.2 are non-cancellable and non-non- refundable;; and (c) 9.7.3 are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate raterate and which the Client is responsible for paying. 8.5 9.8 The Supplier shall be entitled to increase any fees or charges due under this Agreement upon the Subscription Fees, the fees payable in respect provision of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer Client and Schedule 1 the Order Form shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier for the relevant number of Authorised Users and User Subscriptions Transactions in accordance with this 8 clause 9 and Schedule 1and the support fees in accordance with clause 4.3 and Schedule 1. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) provides its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, at least 30 days prior to [each anniversary anniversary] of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 9.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Royal Bank of England base rate Scotland from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(bclause 13.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 9.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the any additional Authorised Users or User Subscriptions Transactions purchased pursuant to 3.3 clause 3.3, and/or the support fees payable pursuant to clause 4.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 clause 9 and Schedule 1 [and the support fees in accordance with clause 4.3 and Schedule 1]. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-up- to-date and complete contact and billing details and, if the Customer provides: (a) 9.2.1 its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (ia) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (iib) subject to 13.1clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) 9.2.2 its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (ia) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (iib) subject to 13.1clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice., 8.3 9.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) 9.3.1 the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) 9.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Bank of England base rate HSBC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4 All amounts and fees stated or referred to in this agreement: (a) 9.4.1 shall be payable in pounds sterling; (b) 9.4.2 are, subject to 12.3(b)clause 13.3.2, non-cancellable and non-refundable; (c) 9.4.3 are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage fees. The Supplier's excess data storage fees current as at the Effective Date are set out in Schedule 1. 9.6 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 clause 3.3, the support fees payable pursuant to clause 4.3 and/or the excess storage fees payable pursuant to clause 9.5 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier for as set out in the User Subscriptions Order Form and as particularised in accordance with the relevant invoice by the due date. Unless otherwise stated in this 8 and Schedule 1. 8.2 The Customer shall on Clause 9 or in the Effective Date provide to Order Form, all Fees are payable monthly in pounds sterling in advance (except in the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier case of Call Charges and any other relevant validusage-based charges, up-which are payable in arrears). 9.2 The Supplier reserves the right to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details increase the Fees for the Services, provided that such Fees cannot be increased more than once in any 6 month period. The Supplier will give the Customer written notice of any such increase 1 month before the proposed date of the increase. If such increase is not acceptable to the SupplierCustomer, the Customer hereby authorises the Supplier to bill such credit card:may terminate this Agreement in accordance with Clause 14. (i) 9.3 Unless otherwise stated on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1Order Form, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice submitted by the Supplier: (a) within 30 days after of the date of such the invoice; and (b) in full and in cleared funds to a bank account nominated in the invoice by the Supplier, and time for payment shall be of the essence in this Agreement. 8.3 1.1 All amounts payable by the Customer under this Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under this Agreement by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 1.2 If the Supplier has not received payment within 30 days after of an undisputed invoice by the due date, and date then without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and ’s access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays Bank of England base rate from time to timePlc at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment, and compounding quarterly. 8.4 All 9.6 The Customer shall pay all amounts due under this Agreement in full without any deduction or withholding except as required by law and fees stated or referred to in this agreement: (a) the Customer shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier shall not be entitled to increase assert any credit, set-off or counterclaim against the Subscription FeesSupplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the fees Customer against any amount payable in respect of by the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice Supplier to the Customer and Schedule 1 shall be deemed to have been amended accordinglyCustomer.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 clause 9 and Schedule 1the Schedules hereto. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) provides its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) 9.2.1 on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) 9.2.2 subject to 13.1clause 14.1, on each anniversary the first day of the Effective Date any Renewal Period, for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 9.3 If the Supplier has not received payment within 30 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) 9.3.1 the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) 9.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 45% over the then current base lending rate of Bank of England base rate the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4 All amounts and fees stated or referred to in this agreement: (a) 9.4.1 shall be payable in pounds sterling; (b) 9.4.2 are, subject to 12.3(b)clause 13.4.2, non-cancellable and non-non- refundable; (c) 9.4.3 are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage fees. The Supplier's excess data storage fees current as at the Effective Date are set out in Schedule 1. 9.6 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 and/or the excess storage fees payable pursuant to clause 9.5 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 11.1 The Customer shall pay the Subscription Fees to the Supplier Resident for the User Unit Subscriptions and any support fees in accordance with this 8 clause 11 and Schedule 12. 8.2 The 11.2 Upon subscribing to use the Services the Customer shall on the Effective Date (a) provide to the Supplier Resident valid, up-to-date and complete credit card/debit card details details, or approved (b) make a BACS payment to Resident, or (c) provide to Resident purchase order information acceptable to the Supplier Resident and any other relevant valid, up-to-date and complete contact and billing details and, if details. If the Customer provides: (a) 11.2.1 its credit card or debit card details to the SupplierResident, the Customer hereby authorises the Supplier Resident to bill such credit card: : (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term, on the Effective Date; and and (ii) for any subsequent Renewal Period (subject to 13.1, clause 16.1) on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal PeriodDate; (b) 11.2.2 its approved purchase order information to the SupplierResident, the Supplier Resident shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term, promptly after receipt of such purchase order information; and and (ii) subject to 13.1clause 16.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 If 11.3 Resident shall not be obliged to provide or to continue to provide any element of the Supplier Services unless it has not received payment within 30 days after the due date, applicable Subscription Fees in full cleared funds and without prejudice to any other rights and remedies of the SupplierResident: (a) the Supplier 11.3.1 Resident may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier Resident shall be under no obligation to provide any or all of the Services while the invoice(s) concerned outstanding fees remain unpaid; and (b) 11.3.2 interest shall accrue on a daily basis on such due amounts at an the annual rate equal to 48% for businesses (see Late Payment of Commercial Debts (Interest) Act 1998), or 3% for consumers, over the then current base lending rate of the Bank of England base rate from time to timeEngland, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 11.3.3 Resident may charge business Customers compensatory fees for late payments to the extent permitted under the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. 11.4 Customer may request to pay the Subscription Fees on a 12-month payment plan. If Resident agrees to such request, and if Resident has not received the correct instalment payment when due, then without prejudice Resident’s rights under clause 11.3 and clause 14.3, Resident shall be entitled to charge, and Customer shall be obliged to pay, an administration fee of £20 plus VAT against which Resident will raise and send an invoice to the Customer. In the event that Customer remains in default no less than five days after being notified in writing by Customer or its designee, then the remainder of the Subscription Fee (all remaining instalments) shall become immediately payable by Customer along with any administration cost incurred by Resident as of that date. 11.5 All amounts and fees stated or referred to in this agreement: (a) Agreement shall be payable in pounds sterling; (b) ; are, subject to 12.3(b)clause 15.3.2, non-cancellable and non-refundable; (c) ; and are exclusive of value added tax, which shall be added to the SupplierResident's invoice(s) at the appropriate rate. 8.5 The Supplier 11.6 Resident shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Unit Subscriptions purchased pursuant to 3.3 clause 4.2, and/or the support fees payable pursuant to clause 4.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 2 shall be deemed to have been amended accordingly. If Customer does not agree to such increased fees the parties may terminate this Agreement pursuant to clause 16.1.

CHARGES AND PAYMENT. 8.1 The Customer 10.1 In consideration of the provision of the Services by Perfect Portal, the Client shall pay the Subscription charges (being the Licence Fees to and Service Fees as set out in the Supplier Order (plus VAT, where appropriate). 10.2 Perfect Portal shall invoice the Client for the User Subscriptions in accordance with this 8 charges that are payable (and Schedule 1. 8.2 The Customer VAT, where appropriate). Perfect Portal shall on invoice the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: Client: (i) on the Effective Date for the Subscription Fees payable monthly in arrears in respect of the Initial Subscription TermPremium Fees; and and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable monthly in arrears in respect of the next Renewal Period; (b) its approved purchase order information Licence Fees, unless otherwise stated in the Order. All invoices shall be submitted by Perfect Portal to the SupplierClient to the email address set out in the Order, or to such other email address as the Supplier shall invoice the Customer:Client may specify to Perfect Portal from time to time. (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer 10.3 The Client shall pay each invoice submitted to it by Perfect Portal, in full and in cleared funds, within 30 fourteen (14) days after of receipt (unless otherwise specified on the date relevant invoice) by way of such invoicedirect debit only using a transaction agent nominated by Perfect Portal in writing. 8.3 If 10.4 Without prejudice to any other right or remedy that Perfect Portal may have, if the Supplier has not received payment within 30 days after Client fails to pay Perfect Portal on the due date, and without prejudice to any other rights and remedies the Client (at Perfect Portal’s sole discretion) shall pay interest on the overdue amount at the rate of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) 18% per annum. Such interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paidactual payment of the overdue amount, whether before or after judgmentjudgement. The Client shall pay the interest together with the overdue amount. 8.4 All amounts and fees stated 10.5 In the event of any direct debits failing for two or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Feesmore months, the fees payable total outstanding amount due for the Services in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 relevant Year, shall be deemed immediately due and payable. A dishonour fee may also be charged by Perfect Portal for each failed direct debit. 10.6 All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 10.7 All charges are exclusive of VAT unless otherwise expressly stated on the Order. 10.8 In the event of any debt of the Client being handed to have been amended accordinglya collections agency, the Client hereby acknowledges that it will be liable for all legal costs in connection with the collection of the debt.

CHARGES AND PAYMENT. 8.1 4.1 The Customer shall pay the Subscription Fees to the Supplier price for the User Subscriptions in accordance with this 8 and Schedule 1. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer providesGoods: (a) its credit card details to shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier, 's published price list as at the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect date of the Initial Subscription TermOrder; and (iib) subject to 13.1, on each anniversary shall be inclusive of the Effective Date Supplier’s standard packaging but does not include the costs of delivery and insurance, which shall be invoiced to the Customer at the Supplier’s standard rates. 4.2 The charges for Services shall be the charges set out in the Order or, if no price is quoted, the price set out in the Supplier’s price list as at the date of the Order. 4.3 The Supplier may increase its charges for the Subscription Fees Services at the end of the Initial Term or any Renewal Term on giving the Customer not less than 30 days’ written notice of the increase. Any such increase in the charges for Services shall not be more than the percentage increase in the Consumer Prices Index (all items) (United Kingdom) during the Initial Term or relevant Renewal Term (as appropriate). 4.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the next Renewal Period; (b) its approved purchase order information Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. 4.5 In respect of Goods, the Supplier shall invoice the CustomerCustomer on or at any time after completion of delivery. 4.6 In respect of Services, the Supplier shall invoice the Customer annually in advance. 4.7 Payment for all Goods and Services must be made within 30 days from the date of the Supplier’s invoice. 4.8 The Customer shall pay all invoices: (ia) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Termfull without deduction or set off, in cleared funds; and (iib) subject to 13.1, at least 30 days prior to each anniversary the bank account nominated by the Supplier. 4.9 Time of payment is of the Effective Date for the Subscription Fees payable essence. When any sum is due under these Conditions is not paid in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 If the Supplier has not received payment within 30 days after full by the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, may without liability to limiting its other rights charge interest on such sums at 5% per year above the Customer, disable the Customer's password, account and access to all or part base rate of the Services and the Supplier shall be under no obligation Bank of England from time to provide any or all of the Services while the invoice(s) concerned remain unpaid; andtime in force; (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate and apply from time to time, commencing on the due date and continuing for payment until fully paidactual payment in full, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable may in respect its discretion suspend delivery of the additional User Subscriptions purchased pursuant to 3.3 at Goods and/or Services under the start of each Renewal Period upon 90 days' prior notice to Contract or any other contract between the Customer and Schedule 1 shall the Supplier until payment is made; and / or (d) the Supplier may in its discretion cancel the Contract and/or any other contract between the Supplier and the Customer. 4.10 Customers may be deemed subject to have been amended accordinglya credit checking process, at the Supplier’s discretion, and the Customer agrees to this check being carried out ahead of the commencement of the Contract. Should the Supplier deem any Customer not to be credit worthy, the Supplier will notify the Customer in writing of its decision and offering options for resolution. 4.11 The Supplier may set and vary credit limits from time to time and/or withhold all further supplies of Goods and Services if the Customer exceeds such credit limit. The Supplier may at any time require the Customer to make payment in advance or require security for payment.

CHARGES AND PAYMENT. 8.1 The Customer shall pay the Subscription Fees to the Supplier Innovise for the User / Device Subscriptions as set out in accordance with this 8 and Schedule 1the Quote. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or Innovise approved purchase order information acceptable to the Supplier Innovise and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier and Innovise shall invoice the Customer: (i) Customer on a recurring basis as stipulated in the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, Quote and the Customer shall pay each invoice within 30 days after prior to the date of such invoicethe commencement of the applicable payment period. 8.3 If the Supplier Innovise has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the SupplierInnovise: (a) the Supplier Innovise may, without liability to the Customer, disable the Customer's ’s password, account and access to all or part of the Services and the Supplier Innovise shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Bank of England base rate from time to timeHSBC PLC at the date the relevant invoice was issued (or the maximum permitted by law), commencing on the due date and continuing until fully paid, whether before or after judgmentjudgment and Innovise shall be entitled to reclaim associated debt recovery costs. 8.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), are non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's Innovise’s invoice(s) at the appropriate rate. 8.5 The Supplier Innovise shall be entitled to increase the Subscription Fees, Fees and the fees payable in respect of the any additional User / Device Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordinglyCustomer.

CHARGES AND PAYMENT. 8.1 7.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 clause 7 and Schedule 12. 8.2 7.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date Date, for the Subscription Fees payable Platform Licence Fee in respect of the Initial Subscription TermSubscriptions purchased by Customer and the Customer shall pay such invoice within 30 calendar days; and (ii) subject to 13.1clause 12.1, at least 30 days prior to the end of each anniversary of the Effective Date month for the Subscription Usage Fees payable accrued in respect of the next Renewal Period, that month and the Customer shall pay each such invoice within 30 days after the date of such the invoice. 8.3 7.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time to time%, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 7.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterlingUS Dollars; (b) are, subject to 12.3(bclause 11.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 7.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage fees. The Supplier's excess data storage fees current as at the Effective Date are set out in Schedule 2. 7.6 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon no less than 90 days' prior notice to the Customer prior to each anniversary of the date of this agreement and Schedule 1 2 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier CHL for the User Subscriptions in accordance with this 8 clause 9 and Schedule 1the Order. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier CHL valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier CHL and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the SupplierCHL, the Customer hereby authorises the Supplier CHL to bill ▇▇▇▇ such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the SupplierCHL, the Supplier CHL shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, at least 30 14 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 7 days after the date of such invoice. 8.3 9.3 If the Supplier CHL has not received payment within 30 7 days after the due date, and without prejudice to any other rights and remedies of the SupplierCHL: (a) the Supplier CHL may, without liability to the Customer, disable the Customer's password, ’s account and access to all or part of the Services and the Supplier CHL shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Bank of England base rate from time to timeCHL's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterlingthe currency quoted; (b) are, subject to 12.3(bclause 13.4(b), non-cancellable and non-refundable; (c) are exclusive of value added taxtax (if applicable), which shall be added to the SupplierCHL's invoice(s) at the appropriate rate. 8.5 The Supplier 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Order, CHL shall charge the Customer, and the Customer shall pay, CHL’s then current excess data storage fees. CHL’s excess data storage fees current as at the Effective Date are set out in the Order. 9.6 CHL shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at clause 3.2 and/or the start of each Renewal Period excess storage fees payable pursuant to clause 9.5 upon 90 30 days' prior notice to the Customer and Schedule 1 the Order shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 clause 9 and Schedule 1. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription TermTerm ( 12 months ); and (ii) subject to 13.1clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;; subsequent annual charges will be increased by the higher of the Retail price index [RPI]or Consumer price index [CPI] for the previous 12 months. This will occur on each anniversary and will be based on the previous payment. In the event of a negative RPI or CPI 1% will be applied to the charge. (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription TermTerm (12 months); and (ii) subject to 13.1clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice., 8.3 9.3 If the Supplier has not received payment within [30 days days] after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's ’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 47 % over the then current base lending rate of Bank of England base rate from time to timethe Supplier's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(bclause 13.4(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier’s then current excess data storage fees. The Supplier’s excess data storage fees current as at the Effective Date are set out in Schedule 1. 9.6 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 and/or the excess storage fees payable pursuant to clause 9.5 at the start of each Renewal Period upon 90 the following month provided 14 days' prior notice has been provided to the Customer and Schedule 1 shall 1shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 ‌ 9.1 The Customer Institution shall pay the Subscription Fees to the Supplier Jamworks for the User Subscriptions in accordance with this 8 and Schedule 1.clause 9.‌ 8.2 9.2 The Customer Institution shall on the Effective Date provide to the Supplier Jamworks valid, up-to-to- date and complete credit card details or approved purchase order information acceptable to the Supplier Jamworks and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer Institution provides: (a) its credit card details to the SupplierJamworks, the Customer Institution hereby authorises the Supplier Jamworks to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the SupplierJamworks, the Supplier Jamworks shall invoice the CustomerInstitution: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer Institution shall pay each invoice within 30 days after the date of such invoice. 8.3 9.3 If the Supplier Jamworks has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the SupplierJamworks: (a) the Supplier Jamworks may, without liability to the CustomerInstitution, disable the CustomerInstitution's password, account and access to all or part of the Services and the Supplier Jamworks shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate Jamworks' bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterlingas stated on the order form; (b) are, subject to 12.3(bclause 13.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's Jamworks’ invoice(s) at the appropriate rate. 8.5 The Supplier 9.5 Jamworks shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 clause 3.3, the support fees payable pursuant to clause 4.3 and/or the excess storage fees payable pursuant to clause Error! Reference source not found. at the start of each Renewal Period upon 90 days' prior notice to the Customer Institution and Schedule 1 the Renewal Order Form shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 ‌ 10.1. The Customer Client shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 clause 10 and Schedule 1.as agreed between the Client and the Supplier from time to time.‌ 8.2 10.2. The Customer Client shall on the Effective Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer Client provides: (a) its credit card details to the Supplier, the Customer Client hereby authorises the Supplier to bill such credit card: (i) on the Effective Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 15.1, on each anniversary of the Effective Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the CustomerClient: (i) on the Effective Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 15.1, at least 30 days prior to each anniversary of the Effective Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer Client shall pay each invoice within 30 days after aAer the date of such invoice. 8.3 10.3. If the Supplier has not received payment within 30 days after aAer the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the CustomerClient, disable the Customer's Clients password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Bank of England base rate the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after aAer judgment. 8.4 10.4. The Supplier will not exercise any rights to suspend Services, accelerate payments, impose late charges or change payment terms with respect to any overdue amount that is disputed by the in good faith, provided that the Client uses reasonable endeavours to reach an agreement in good faith to resolve such dispute. 10.5. All amounts and fees stated or referred to in this agreementthese terms and conditions: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(bclause 14.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 10.6. The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 clause 4.3, the support fees payable pursuant to clause 5.2 at the start of each Renewal Period upon 90 days' prior notice to the Customer Client and Schedule 1 the Special Terms shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 The Customer shall pay 17.1 In consideration of the Subscription Fees to proper provision of the Supplier for Services by the User Subscriptions Contractor in accordance with the terms of this 8 and Schedule 1Contract, the Authority shall: 17.1.1 ensure the Contractor is paid in accordance with the Capital Works Conditions of Contract; and 17.1.2 pay the Maintenance Charges for Maintenance. 8.2 17.2 The Customer shall on Maintenance Charges and the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier Prices (and any other relevant validfees or monies paid or payable under this Contract) will be inclusive of all costs of staff, up-facilities, equipment (including the TC Equipment), materials, mobilisation and other expenses whatsoever incurred by the Contractor in discharging its obligations under this Contract. 17.3 Where under this Contract an amount is to be adjusted for changes in indexation, the Indexation Adjustment shall be calculated in April of each Contract Year and shall apply automatically, where it is referred to-date and complete contact and billing details and, if in which case the Customer provides:Contract shall be deemed updated accordingly. 17.4 Subject to Clause 17.5, the Indexation Adjustment shall be calculated as follows: IA = (aCPIn / CPIo) its credit card details where: IA is the Indexation Adjustment; CPIn is the value of the CPI published or determined with respect to the Supplier, month of January of the Customer hereby authorises Contract Year in which the Supplier Indexation Adjustment is calculated; and CPIo is the value of the CPI published or determined with respect to bill such credit card:the month of July 2014. For the avoidance of doubt the CPI is the value of the Consumer Price Index as published by the Office of National Statistics (▇▇▇.▇▇▇.▇▇▇.▇▇). (i) on the Effective Date Fixed Unit Rates (for the Subscription Fees payable in respect of the Initial Subscription Termall categories i.e. ATS/OVD/VMS); and (ii) subject Schedule of Capital Works Rates; (iii) Directions; (iv) Emergency Fault Abatements; and (v) the Minimum Annual Value. 17.5 If CPI ceases to 13.1be published or is compiled in a manner which is materially different to the way it was compiled as at the Contract Commencement Date, on each anniversary the Parties will agree upon an alternative index which as nearly as possible replicates CPI. If the Parties are unable to agree upon an alternative index, the dispute will be referred to an independent chartered accountant of not less than ten years standing (the “Charges Expert”) and the Parties agree that the decision of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information Charges Expert as to the Supplier, the Supplier alternative index which shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier apply shall be under no obligation to provide binding on both Parties provided that whilst any or all of decision is pending the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time CPI which applied previously shall continue to time, commencing on the due date and continuing until fully paid, whether before or after judgmentapply for any subsequent 12 month period. 8.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions Services in accordance with this 8 clause 9 and Schedule 1. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier (where applicable): valid, up-to-date and complete credit card details details; or approved purchase order information acceptable to the Supplier Supplier; or bank details; and any other relevant valid, up-to-date and complete contact and billing details and, if details. 9.3 If the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the . 9.4 The Customer shall pay each invoice within 30 days after the date of such invoiceinvoice or if the Fees are to be paid in instalments by Standing Order, the Customer shall ensure that the necessary Standing Order has been set up in order to meet the due dates for payment of each instalment. 8.3 9.5 If the Supplier has not received payment within 30 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's ’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Bank of England base rate from time to timethe Supplier's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.6 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(bclause 13.4(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 9.7 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier’s then current excess data storage fees. 9.8 The Supplier shall be entitled to increase the Subscription Fees, Fees and/or the excess storage fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 clause 9.7 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 The 9.1 In consideration of the provision of the Services, the Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions charges in accordance with this 8 and Schedule 1Clause 9 (the ’Charges’). 8.2 9.2 TMB shall invoice the Customer according to the billing period set out in the Order and charges will be calculated using the details recorded by TMB. 9.3 The Customer agrees to pay the whole amount of the Charges (without any withholding, deduction, set off or counter-claim), within thirty days of the date of TMB’s invoice, unless otherwise agreed in writing. 9.4 TMB shall on the Effective Date provide be entitled to offset any monies owed to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable Customer against any monies owed to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if TMB. 9.5 Invoices shall be deemed accepted by the Customer provides: (a) its credit card details to unless a written objection, which clearly identifies the Supplierreason for the dispute is received by TMB within ten Working Days of the date of the invoice. If the Customerdisputes the invoice, the parties shall make all reasonable endeavours to resolve the dispute promptly. In the event that the dispute has not been resolved within thirty Working Days of the receipt by TMB of the Customer’s letter, the dispute shall be escalated in accordance with the provisions of Clause 18 of this Agreement. 9.6 If the Customer hereby authorises the Supplier fails to bill such credit card: (i) on the Effective Date for the Subscription Fees payable make any payment in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 If the Supplier has not received payment within 30 days after Goods or Services by the due date, and without prejudice TMB shall be entitled to any other rights and remedies of the Suppliertake one or more actions: (a) 9.6.1 Suspend the Supplier may, without liability provision of Services to the Customer, disable Customer until such time as the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the outstanding invoice(s) concerned remain unpaid; andis/are paid; (b) 9.6.2 Charge the Customer interest at the rate of 4% per annum above the prevailing Bank of England base rate, on any amount outstanding from the due date to the date of actual payment and such interest shall accrue on a daily basis on such due amounts at an annual rate equal basis; 9.6.3 Terminate this Agreement; 9.6.4 Recover from the Customer damages for any costs or losses suffered by TMB as a result of the Customer’s failure to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgmentmake payment. 8.4 9.7 If during the execution of this Agreement TMB incurs reasonable expenses, TMB shall be entitled to charge the Customer at cost for such expenses. 9.8 If TMB is requested to provide Goods or Services in addition to those set out in the Order, TMB shall charge the Customer for the provision of such Goods or Services at its prevailing rates. 9.9 All amounts and fees prices or Charges stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) Agreement are exclusive of value added taxpacking, packaging, shipping, carriage and insurance charge, if applicable. 9.10 All prices or Charges stated or referred to in this Agreement are exclusive of Value Added Tax which shall be added charged in addition at the rate ruling at the tax point. 9.11 All elements of the Charges for Services shall be reviewed by TMB to be effective at the end of the Minimum Term and each subsequent anniversary thereof; and: 9.11.1 Changes to Charges that are less than the prevailing increase in the Retail Price Index shall not be notified to the Supplier's invoice(s) at Customer; 9.11.2 Any proposed changes in charges that exceed the appropriate rateincrease in the Retail Price Index will be notified to the Customer in writing not less than ninety days prior to any anniversary. 8.5 The Supplier 9.12 Notwithstanding the provisions of clause 9.11, TMB shall be entitled to increase its charges for any part of the Subscription Fees, Services if its suppliers increase their charges due to their increased costs: 9.12.1 At any time by providing the fees payable Customer not less than twenty eight day’s notice; 9.13 TMB shall be entitled to conduct credit checks in respect of the additional User Subscriptions purchased pursuant Customer from time to 3.3 time. 9.14 TMB shall be entitled to require that the Customer pays a deposit before the commencement of Services or during the term of this Agreement if TMB becomes aware of an adverse change to the Customer’s financial standing: 9.14.1 TMB shall be entitled to apply all or any of the deposit against any unpaid charges at its sole discretion; 9.14.2 Deposits shall not attract interest. 9.15 If the start of each Renewal Period upon 90 days' prior notice Customer elects not to pay for Services by direct debit, TMB shall levy a monthly handling charge which shall be charged at TMB’s prevailing rate. 9.16 TMB shall be entitled to raise or correct an invoice issued to the Customer for a period of twelve months following the date of the invoice and Schedule 1 the provisions of this sub-clause 9.16 shall continue in force for a period of twelve months following termination of this Agreement, howsoever occasioned. 9.17 If the Customer modifies the Order after the Order has been accepted by TMB, TMB shall be entitled to charge the Customer for all expenses incurred up to the date of the modification. 9.18 The Customer hereby consents to and procures that its directors, owners and officers consent to TMB carrying out such credit reference checks as are deemed reasonable by TMB. The Customer also agrees to have been amended accordinglyprovide all information requested by TMB that is necessary to carry out such credit reference checks. 9.19 Time is of the essence with regard to payments due under the terms of this Agreement.

CHARGES AND PAYMENT. 8.1 9.1 The Customer Client shall pay to IEX: a) the Subscription Fees Fees; b) the Configuration Fees; c) IEX’s travel expenses, subject to prior approval by the Supplier for Client, and subject to IEX producing evidence of the User Subscriptions relevant expenditure; and d) all other fees set out in accordance with this 8 and Schedule 1any SOW. 8.2 9.2 The Customer Client shall on the Effective Date date of signature of each applicable SOW, provide to the Supplier IEX valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and IEX (if required) and/or any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier and IEX shall invoice the Customer: (i) on the Effective Date Client for the Subscription Fees payable in respect of accordance with the Initial Subscription Term; andSOW. (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer 9.3 The Client shall pay each the Fees specified in any invoice within 30 thirty (30) days after of the date of such invoiceinvoice (unless otherwise stated in the SOW) by direct debit or BACS transfer into IEX’s account as notified in writing by IEX from time to time. 8.3 9.4 If the Supplier IEX has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the SupplierIEX: (a) the Supplier IEX may, without liability to the CustomerClient, disable the CustomerClient's password, account and access to all or part of the Software or the Services and the Supplier IEX shall be under no obligation to provide any or all of the Software or the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 45% over per annum above the then current base lending rate of Bank of England base rate from time to timeas at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. The Client shall pay the interest together with the overdue amount. 8.4 9.5 All amounts and fees stated or referred to in this agreementAgreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), are non-cancellable and non-refundable;, unless otherwise stated in this Agreement; and (c) are exclusive of value added tax, which shall be added to the SupplierIEX's invoice(s) at the appropriate rate. 8.5 The Supplier 9.6 IEX shall be entitled to increase the Subscription Fees, the fees payable in respect Fees on each anniversary of the additional User Subscriptions purchased pursuant to 3.3 at Effective Date by the start percentage rate of each Renewal Period increase in the then current Retail Price Index plus 5% upon 90 120 days' prior notice to the Customer Client, and Schedule 1 the Subscription Fees shall be deemed to have been amended accordingly. 9.7 All payments to be made by the Client under this Agreement shall be made in full without any set-off, restriction or conditions and without any deduction of or on account of any counterclaim. 9.8 If the Client requires IEX to carry out any additional services not specified in the SOW, IEX shall be entitled to make additional charges for such services subject to the prior agreement of the parties.

CHARGES AND PAYMENT. 8.1 7.1 The Customer shall pay the Installation Fee to the Supplier in accordance with this clause 7 and the Purchase Order. The Installation Fee is payable on the Effective Date and is non- refundable. 7.2 The Customer shall pay the Minimum Subscription Fees to the Supplier for the Minimum User Subscriptions in accordance with this 8 clause 7 and Schedule 1. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:Purchase Order (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 12.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, ,and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 (iii) The Customer Shall pay for additional Flexi Subscriptions in arrears and paid within 10 working days from invoice or collected by Direct Debit for the previous months usage (iv) The customer can increase over the minimum user subscription to a maximum of 20% above minimum user subscription as a Flexi-subscription license. (v) The customer shall be billed on peak usage for calendar month of usage. (vi) The customer will be billed for the minimum subscription fees after 90 days from the date of the contract being signed, regardless of whether the system is live. 7.3 If the Supplier has not received payment within 30 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services Service and the Supplier shall be under no obligation to provide any or all of the Services Service while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 410% over the then current base lending rate of National Westminster Bank of England base rate PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated 7.4 Call charges are rounded up to the nearest second, with no set up fee, connection fee or referred to minimum call charge. Calls are billed in six second increments. 7.5 Mobile Charges shown in this agreement: (a) shall be payable in pounds sterling; (b) areagreement are applicable to calls connected to Vodafone, subject O2, EE and 3 networks. Calls to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rateother networks will vary. 8.5 The Supplier shall 7.6 Only IF Stated using a Bundled Minutes Deal in “MaxContact Fees and Payment Terms”. Call charges are included in the monthly rental up to and including 5000 minutes per month per agent. Inclusive minutes only apply to band FM1-FM6 (o2, Vodafone, H3G, EE, Orange, TMobile) and local and national rates ONLY. All other call charges will be entitled to increase charged at our standard rates. Should the Subscription Fees, 5000 minutes be exceeded the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to following rates will apply. 0.94ppm 2.45 ppm 0.61ppm 7.7 If the Customer uses the MaxContact platform to send and Schedule 1 shall or/receive SMS they will be deemed to have been amended accordingly.charged the following 3p per message £15/month

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 Clause 9 and Schedule 1 [and any support fees in accordance with Clause 4.3 and Schedule 1]. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill ▇▇▇▇ such credit card: (i) on at the Effective Date for the Subscription Fees payable in respect end of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary calendar month of the Effective Date for the Subscription Fees payable up to that date according to the Subscription Fees set out in Paragraph 1 of Schedule 1 and; (ii) subject to Clause 14.1, at the end of each subsequent calendar month for the same Subscription Fees payable in respect of the next Renewal Periodpreceding month; or; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on at the Effective Date for the Subscription Fees payable in respect end of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary calendar month of the Effective Date for the Subscription Fees payable up to that date according to the Subscription Fees set out in Paragraph 1 of Schedule 1; and (ii) subject to Clause 14.1, at the end of each subsequent calendar month for the same Subscription Fees payable in respect of the next Renewal Period, preceding month; and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 9.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's ’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 42% over the then current base lending rate of Lloyds Bank of England base rate PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(bClause 13.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's ’s invoice(s) at the appropriate rate. 8.5 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier’s then current excess data storage fees. The Supplier’s excess data storage fees current as at the Effective Date are set out in Schedule 1. 9.6 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 Clause 3.3, the support fees payable pursuant to Clause 4.3 and/or the excess storage fees payable pursuant to Clause 9.5 at the start of each Renewal Period upon 90 days' ’ prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.and

CHARGES AND PAYMENT. 8.1 The Customer 9.1 In consideration of the provision of the Services, the Client shall pay the Subscription Fees to the Supplier for the User Subscriptions charges in accordance with this 8 and Schedule 1clause 9 (the ‘Charges’). 8.2 The Customer 9.2 VSL shall on invoice the Effective Date provide Client according to the Supplier validbilling period set out in the Order and charges will be calculated using the details recorded by VSL. 9.3 The Client agrees to pay the whole amount of the Charges (without any withholding, updeduction, set off or counter-to-claim), within fourteen days of the date and complete credit card details or approved purchase order information acceptable of VSL’s invoice. 9.4 VSL shall be entitled to offset any monies owed to the Supplier and Client against any other relevant validmonies owed to VSL. 9.5 Invoices shall be deemed accepted by the Client unless a written objection, up-to-which clearly identifies the reason for the dispute is received by VSL within ten Working Days of the date and complete contact and billing details and, if of the Customer provides: (a) its credit card details to invoice. If the SupplierClient disputes the invoice, the Customer hereby authorises parties shall make all reasonable endeavours to resolve the Supplier dispute promptly. In the event that the dispute has not been resolved within fifteen Working Days of the receipt by VSL of the Client’s letter, the dispute shall be escalated in accordance with the provisions of clause 18 of this Agreement. 9.6 If the Client fails to bill such credit card: (i) on the Effective Date for the Subscription Fees payable make any payment in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 If the Supplier has not received payment within 30 days after Goods or Services by the due date, and without prejudice VSL shall be entitled to any other rights and remedies of the Suppliertake one or more actions: (a) 9.6.1 Suspend the Supplier may, without liability provision of Services to the Customer, disable Client until such time as the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the outstanding invoice(s) concerned remain unpaid; andis/are paid; (b) 9.6.2 Charge the Client interest at the rate of 4% per annum above the prevailing Bank of England base rate, on any amount outstanding from the due date to the date of actual payment and such interest shall accrue on a daily basis on such due amounts at an annual rate equal basis; 9.6.3 Terminate this Agreement; 9.6.4 Recover from the Client damages for any costs or losses suffered by VSL as a result of the Client’s failure to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgmentmake payment. 8.4 9.7 If during the execution of this Agreement VSL incurs reasonable expenses, VSL shall be entitled to charge the Client at cost for such expenses provided that such provision has been indicated in the Order or otherwise agreed in writing with the Client. 9.8 If VSL is requested to provide Goods or Services in addition to those set out in the Order, VSL shall charge the Client for the provision of such Goods or Services at its prevailing rates. 9.9 All amounts and fees prices or Charges stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) Agreement are exclusive of value added taxpacking, packaging, shipping, carriage and insurance charge, if applicable. 9.10 All prices or Charges stated or referred to in this Agreement are exclusive of Value Added Tax which shall be added charged in addition at the rate ruling at the tax point. 9.11 All elements of the Charges for Services shall be reviewed by VSL to be effective at the end of the Minimum Term, and each subsequent anniversary thereof; and: 9.11.1 Provided that no material changes occur in suppliers’ charges to VSL, the maximum annual increase in the annual charge will not exceed 5%; 9.11.2 If there is material change to the Supplier's invoice(s) at charges made by VSL’s supplier, VSL shall be entitled to pass such costs on to the appropriate rateClient; 9.11.3 Any proposed changes in charges will be notified to the Client in writing not less than ninety days prior to any anniversary. 8.5 The Supplier 9.12 Notwithstanding the provisions of clause 9.11, VSL shall be entitled to increase its charges for any part of the Subscription FeesServices if its suppliers increase their charges: 9.12.1 At any time by providing a Direct Client not less than thirty days’ notice; 9.12.2 At any time by providing a Reseller whose customers are Indirect Clients of VSL, the fees payable not less than twenty eight days’ notice. 9.13 VSL shall be entitled to conduct credit checks in respect of the additional User Subscriptions purchased pursuant Client from time to 3.3 at time. 9.14 VSL shall be entitled to require that the start Client pays a deposit before the commencement of each Renewal Period upon 90 days' prior notice Services or during the term of this Agreement if VSL becomes aware of an adverse change to the Customer and Schedule 1 Client’s financial standing: 9.14.1 VSL shall be deemed entitled to have apply all or any of the deposit against any unpaid charges at its sole discretion; 9.14.2 Deposits shall not attract interest. 9.15 If the Client elects not to pay for Services by direct debit, VSL shall levy a monthly handling charge which shall be charged at VSL’s prevailing rate, as set out in the Tariff. 9.16 If a Client’s direct debit fails to clear, VSL shall be entitled to levy a handling charge, which shall be charged at VSL’s prevailing rate, as set out in the Tariff. 9.17 If the Client requests additional billing reports, VSL shall levy a monthly handling charge which shall be charged at VSL’s prevailing rate, as set out in the Tariff. 9.18 VSL shall be entitled to: 9.18.1 Correct a previously raised invoice for a period of twelve months following the date of the invoice; and 9.18.2 Raise an invoice for supply of the Services for a period of twelve months following the Client’s incurring the Charges; and 9.18.3 The provisions of this sub-clause 9.18 shall continue in force for a period of twelve months following termination of this Agreement, howsoever occasioned. 9.19 If the Client modifies the Order after the Order has been amended accordinglyaccepted by VSL, VSL shall be entitled to charge the Client for all expenses incurred up to the date of the modification. 9.20 Time is of the essence with regard to payments due under the terms of this Agreement.

CHARGES AND PAYMENT. 8.1 7.1. The Customer price for the Goods: 7.1.1. shall pay be the Subscription Fees to price set out in the Order; and 7.1.2. shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer. 7.2. The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier for the User Subscriptions in accordance with this 8 and Schedule 1. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary performance of the Effective Date for Services. Unless otherwise agreed in writing by the Subscription Fees payable Customer, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 7.3. Unless otherwise agreed in the Order, in respect of the next Renewal Period; (b) its approved purchase order information to the SupplierGoods, the Supplier shall invoice the Customer: (i) Customer on or at any time after completion of delivery. Unless otherwise agreed in the Effective Date for the Subscription Fees payable Order, in respect of Services, the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary Supplier shall invoice the Customer on completion of the Effective Date for Services. Each invoice shall include such supporting information required by the Subscription Fees payable in respect Customer to verify the accuracy of the next Renewal Periodinvoice, and including but not limited to the relevant purchase order number. 7.4. In consideration of the supply of Goods and/or Services by the Supplier, the Customer shall pay each invoice the invoiced amounts within 30 days after of the date of such invoicereceipt of a correctly rendered invoice to a bank account nominated in writing by the Supplier. 8.3 If 7.5. Unless otherwise stated in the applicable Order, all amounts payable by the Customer under the Agreement are exclusive of any applicable taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). The Supplier will separately state and describe in reasonable detail any Taxes applicable to the amounts payable by the Customer. The Customer will pay or reimburse the Supplier, where it is liable under applicable tax statute, for all Taxes associated with the Customer’s purchases hereunder. For clarity, the Supplier has not received payment within 30 days after is solely responsible for taxes assessable against it based on its income, property and employees. Where applicable, Supplier shall complete and sign a United States Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), or similar form, as applicable, outside the due dateUnited States, and without prejudice shall deliver the form to the Customer within ten (10) days from the Commencement Date. Further, the Customer shall not be obligated to pay or reimburse the Supplier for any other rights and remedies of taxes, fees or surcharges for which Customer claims an exemption. For clarity, the Customer shall not pay or reimburse or otherwise be charged by the Supplier for any taxes, fees or surcharges, on the Supplier: (a) ’s intercompany transactions or services or that are triggered because the Supplier may, without liability cannot invoice from its appropriate Affiliate. The Supplier shall reasonably cooperate with the Customer in the audit of any applicable tax and shall make available to the Customer, disable and any taxing authority, all information, records, or documents relating to any audits or assessments attributable to or resulting from the payment process under the Agreement, and the filing of any tax returns or the contesting of any tax. The Customer shall not be obligated to pay or reimburse the Supplier for additions to taxes, penalties, interest, fees, or other expenses or costs, if any, incurred by the Customer as a result of, or attributable to the Supplier’s negligence, misconduct or failure to file properly any required returns or reports, or other required documents. If the Customer is required by law to make any deduction or to withhold from any sum payable under the Agreement, then the sum payable by the Customer upon which the deduction is based shall be paid to the Supplier net of the deduction or withholding. The Customer shall pay the applicable tax authorities any required deduction or withholding. The Customer shall provide the Supplier with documentation evidencing the deduction or withholding as requested by the Supplier in writing to the Customer's password, account . 7.6. The Supplier shall maintain complete and access to all or part accurate records of the Services time spent and materials used by the Supplier in providing the Services, and the Supplier shall be under no obligation allow the Customer to provide inspect such records at all reasonable times on request. 7.7. The Customer may at any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added without notice to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect set off any liability of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and Schedule 1 whether or not either liability arises under the Agreement. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Customer of its rights under this clause shall be deemed not limit or affect any other rights or remedies available to have been amended accordinglyit under the Agreement or otherwise.

CHARGES AND PAYMENT. 8.1 The Customer shall pay 7.1 Where the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 Services are provided on a time and Schedule 1. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer providesmaterials basis: (a) its credit card details the charges payable for the Services shall be calculated in accordance with the Supplier's standard hourly fee rates, as amended from time to time by the Supplier giving not less than one month’s written notice to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal PeriodCustomer; (b) its approved purchase order information all charges quoted to the Supplier, Customer shall be exclusive of VAT which the Supplier shall add to its invoices at the appropriate rate; (c) the Supplier shall invoice the CustomerCustomer monthly in advance or arrears at the Supplier’s sole discretion for its charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this condition 7.1. 7.2 Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Specification Schedule. The total price shall be paid to the Supplier (without deduction or set-off) in instalments, as set out in the Specification Schedule. 7.3 Any fixed price and daily rate contained in the Specification Schedule excludes: (ia) on the Effective Date cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by the Supplier for the Subscription Fees payable in respect supply of the Initial Subscription TermServices. Such expenses, materials and third party services shall be invoiced by the Supplier [at cost]; and (iib) subject VAT, which the Supplier shall add to 13.1, its invoices at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the appropriate rate. 7.4 The Customer shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within 30 days after the date of such invoicereceipt. 8.3 If 7.5 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier has not received payment within 30 days after on the due date, the Supplier may: (a) charge interest on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Lloyds TSB Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and (b) suspend all Services until payment has been made in full. 7.6 Time for payment shall be of the essence of the Contract. 7.7 All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision. This condition 7.7 is without prejudice to any right to claim for interest under the law, or any such right under the Contract. 7.8 The Supplier may, without prejudice to any other rights and remedies it may have, set off any liability of the Supplier: (a) Customer to the Supplier may, without against any liability of the Supplier to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 The In consideration of the provision by the Supplier of the Services, the Customer shall pay the Subscription Fees Charges to the Supplier for the User Subscriptions in accordance with this clause 8 and Schedule 11 on the Order Form. 8.2 The Customer shall on or before the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if details. 8.3 Charges for any Optional Services provided by the Supplier to the Customer provides: (a) its credit card details to shall be agreed by the Parties before performance or supply by the Supplier, and shall be charged and invoiced to the Customer hereby authorises by the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect following signature by both Parties of the Initial Subscription Term; and (ii) subject to 13.1relevant Work Order, on each anniversary and paid by the Customer in accordance with the terms of the Effective Date for applicable Work Order. Standard Terms & Conditions (version 1.2A) For supply of services 8.4 Unless agreed otherwise by the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the SupplierParties, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 [14/30] days after the date of such invoiceinvoice in full and in clear funds, to a bank account nominated by the Supplier. 8.3 8.5 If the Supplier has not received payment within 30 14 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) 8.5.1 the Supplier may, without liability to the Customer, disable the Customer's ’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) 8.5.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 48% over the then current base lending rate of Bank of England base lending rate from time to timeat the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 8.6 All amounts and fees stated or referred to in this agreement: (a) Agreement shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable sterling and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's ’s invoice(s) at the appropriate rate. 8.5 8.7 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 Charges at the start of anniversary of each Renewal Period upon 90 days' prior notice Contract Year. Any increase shall be notified to the Customer and Schedule 1 shall be deemed to have been amended accordinglyat least one (1) month before such anniversary.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Price including the Subscription Fees and Usage Fees to the Supplier for the User Subscriptions in accordance with this 8 clause 9 and Schedule 1the Statement of Price. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) Customer through the Supplier’s preferred invoicing method on a monthly basis for all Subscription Fees, Usage Fees relating to minimum Volume Capacity and Usage Fees, and any other fees specified in the Effective Date for Statement of Price or otherwise agreed, which have been incurred during the Subscription Fees previous month or are payable monthly in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, advance and the Customer shall pay each invoice within 30 days after the date receipt of such invoice. 8.3 9.3 If the Supplier has not received payment in full within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) a. the Supplier may, without liability to the Customer, suspend and/or disable the Customer's ’s or any Authorised Users’ password, account and access to all or part of the G- Cloud Services and the Supplier shall be under no obligation to provide any or all of the G-Cloud Services while the invoice(s) concerned remain unpaid; and (b) b. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Barclays Bank of England base rate from time to timeplc or its successor at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4 All amounts and fees stated or referred to in this agreementAgreement: (a) a. shall be payable in pounds sterling; (b) b. are, subject to 12.3(b)clause 13.4, non-cancellable and non-non- refundable; (c) c. are exclusive of value added tax, Value Added Tax and all taxes or duties which may be levied or based upon price and other sums payable or any part thereof. Value Added Tax and all such taxes and duties (with the exception of any tax levied or based upon the income of the Supplier) shall be added paid by the Customer as additional charges hereunder; and d. shall be paid free and clear of all deductions or withholdings whatsoever unless the same are required by law, in which case the Customer undertakes to pay to the Supplier's invoice(s) at Supplier and /or indemnify the appropriate rate. 8.5 The Supplier for such addition amounts as are necessary in order that the net amounts received by the Supplier after all deductions and withholdings shall not be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to less than such payments would have been amended accordinglyin the absence of any requirement to make such deduction or withholding.

CHARGES AND PAYMENT. 8.1 The Customer In consideration of the Supplier performing its obligations in accordance with the provisions of this Agreement the Company shall pay the Subscription Fees Charges for the Services. The Charges: 8.1.1 constitute the only charges payable by the Company under or in respect of this Agreement or the Services and are exclusive of VAT; 8.1.2 unless otherwise stated in the Purchase Order include all travel, subsistence and other costs and expenses of the Supplier and the Supplier Personnel and any duties, imposts, levies or taxes other than VAT; and 8.1.3 the Charges nor any other costs, expenses, fees or charges shall be adjusted to take account of any inflation, change in exchange rate, change to interest rate or any other factor or element which might otherwise increase the cost to the Supplier or the Subcontractors of the performance of the Supplier's obligations. 8.2 Where the Purchase Order states that the Supplier may recover travel and subsistence costs in addition to the Charges, such costs may only be recovered in accordance with the Company’s permitted expenses policy. 8.3 The Supplier may invoice the Company for the User Subscriptions Charges in accordance with the payment dates referred to in the Purchase Order or, if no specific dates have been referred to on, or at any time after, completion of the Services in accordance with this 8 Agreement. In order to be valid, invoices issued by the Supplier must: 8.3.1 be valid tax invoices for the purposes of VAT legislation; 8.3.2 identify the Supplier; reference the Purchase Order number and Schedule 1.specify the Services to which the invoice relates; 8.2 The Customer shall on the Effective Date provide 8.3.3 be sent to Centrica Accounts Payable ‐ British Gas Trading Ltd, Winnall Down, Alresford Road, Winchester, Hampshire SO21 1FP or such other address as may be notified to the Supplier validfrom time to time; 8.3.4 include any necessary information to support the invoiced amount; and 8.3.5 be in any form requested by the Company which may include the use (at the Supplier's cost) of the Company's preferred electronic invoicing system through the Company's then current service provider, up-to-date and complete credit card details or approved purchase order information acceptable as notified to the Supplier and from time to time. 8.4 If the Company disputes any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises sum included in a valid invoice it shall notify the Supplier of the dispute and the amount to bill such which it relates. The Supplier shall promptly issue a credit card: (i) on the Effective Date note for the Subscription Fees payable disputed amount and VAT thereon and issue an invoice in respect the amount of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary undisputed sum. The Company shall pay any undisputed balance of the Effective Date for invoice in accordance with this clause 8. If resolution of any dispute results in the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information Company agreeing to make payment to the Supplier, the Supplier shall may invoice the Customer:agreed amount to the Company and the Company shall be obliged to pay the invoice in accordance with this clause 8. (i) on 8.5 Subject to clause 8.4, the Effective Date Company shall pay the Charges within 60 days of receiving a valid invoice for the Subscription Fees same. 8.6 If any undisputed sum payable under this Agreement is not paid when due then the party entitled to payment may claim interest from the due date until payment is made in respect of the Initial Subscription Term; and (ii) subject to 13.1full both before and after any judgment, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% two per cent per annum over the then current base lending rate of Bank of England base bank rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated or referred 8.7 The Company may set off against any liability arising under this Agreement any liability which it reasonably believes to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added due from the Supplier to the Supplier's invoice(s) at Company under this Agreement (whether or not the appropriate rateexact amount of such liability has been finally determined). 8.5 8.8 The Supplier shall not be entitled to increase invoice the Subscription FeesCompany, and the fees payable in respect Company shall not be obliged to pay the Supplier, for Charges that are not invoiced within three months of the additional User Subscriptions purchased pursuant date on which the Charges could have first been included in an invoice. 8.9 The Supplier shall not commence the performance of the Services nor deliver any Deliverables until it receives a valid Purchase Order from the Company. Any performance of the Services or Deliverables prior to 3.3 the receipt of a valid Purchase Order shall be at the start of each Renewal Period upon 90 days' prior notice Supplier’s sole risk and the Company shall not be liable to the Customer and Schedule 1 shall be deemed to have been amended accordinglypay for such Services or Deliverables.

CHARGES AND PAYMENT. 8.1 9.1. The Customer shall pay the Subscription Licence Fees to the Supplier for the User Subscriptions Products in accordance with this 8 clause 9 and Schedule 1 and the support fees in accordance with clause 4.3 and Schedule 1. 8.2 9.2. Fees charged for any Additional Services purchased by the Customer during the Licence Period will be pro-rated to reflect the residual Licence Period or Renewal Term at time of purchase of the Additional Services. 9.3. The Customer shall on or before the Effective Date provide to the Supplier or its billing agent valid, up-to-date and complete credit or debit card details or and where relevant approved purchase order information acceptable to the Supplier or its billing agent and any other relevant valid, up-to-date and complete contact contact, bank payment and billing details and, if details. Where the Customer provides: (a) its provides credit or debit card or bank details to the SupplierSupplier or its billing agent, the Customer hereby authorises the Supplier or its billing agent to charge such bank account or bill such credit card: (ia) on in advance in relation to the Effective Date for the Subscription Fees payable in respect of the Initial Subscription TermLicence Fees; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information in advance in relation to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoiceAdditional Services. 8.3 9.4. If the Supplier or its billing agent has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier or its billing agent may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services Products and the Supplier shall be under no obligation to provide any or all of the Services Products while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Royal Bank of England base rate Scotland from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.5. All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterlingsterling in the absence of a currency agreed with the billing agent; (b) are, subject to 12.3(bclause 13.3(b), non-cancellable and non-refundable; (c) are exclusive of value added or other sales tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 9.6. The Supplier shall be entitled to increase the Subscription Licence Fees, the fees payable in respect of the additional User Subscriptions Products purchased pursuant to 3.3 at clause 3.3, and/or the start of each Renewal Period support fees payable pursuant to clause 4.3 upon 90 30 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 The Customer shall pay the 9.1. No Subscription Fees to shall be payable in respect of any Freemium Package. Vibbl may withdraw or modify the Supplier for the User Subscriptions in accordance Freemium Package at any time without notice and with this 8 and Schedule 1no liability. 8.2 The Customer 9.2. For the Premium Package, you shall on the Effective Date provide to the Supplier us with valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, and if the Customer providesyou provide: (a) its 9.2.1. your credit card details to the SupplierVibbl, the Customer you hereby authorises the Supplier authorise us to bill such credit card:; (i) 9.2.1.1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) 9.2.1.2. subject to 13.1clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;, (b) its 9.2.2. your approved purchase order information to the SupplierVibbl, the Supplier we shall invoice the Customeryou: (i) 9.2.2.1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) 9.2.1.2. subject to 13.1clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer you shall pay each invoice within 30 (thirty) days after the date of such that invoice. 8.3 9.3. We shall be entitled to increase the Subscription Fees, at the start of each Renewal Period on 90 (ninety) days' prior notice to you. If you do not agree to any such increased fee you should terminate the Supplier has Contract in accordance with clause 14.1 otherwise the Subscription Fees for such Renewal Period will automatically be invoiced to you. 9.4. If we have not received payment within 30 (thirty) days after the due date, and without prejudice in addition to any of our other rights and remedies of the Supplierremedies: (a) the Supplier 8.5.1. we may, without liability responsibility to the Customeryou, disable the Customer's Users password, account and access to all or part of the Services and the Supplier we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) 8.5.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% (four percent) over the then current base lending rate of the Bank of England England's base rate from time to timeat the date the relevant invoice was issued, commencing starting on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 10.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions as set out in each Order Form in accordance with this 8 and Schedule 1clause 10. 8.2 The Customer shall on 10.2 Unless otherwise set out in the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the SupplierOrder Form, the Supplier shall invoice the Customer: (i) on the Effective Date Customer for the Subscription Fees payable Services quarterly in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the advance. The Customer shall pay each invoice all invoices within 30 days after of the date of such on the invoice. 8.3 10.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's ’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 10.4 All amounts and fees stated or referred to in this agreementthe Agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), are non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's ’s invoice(s) at the appropriate rate; and (d) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 8.5 10.5 The Supplier shall be entitled reserves the right, to increase the Subscription FeesFees on 30 days’ prior written notice to the Customer, by the fees payable higher of: (a) the annual UK RPI-X increase; (b) the annual UK Consumer Price Index increase; and (c) 3%. 10.6 The Supplier reserves the right to increase the price of replacement Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Equipment to the Supplier that is due to: (a) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by the Customer to change the delivery date(s), quantities or types of Equipment ordered; or (c) any delay caused by any instructions of the Customer in respect of the additional User Subscriptions purchased pursuant Equipment or failure of the Customer to 3.3 at give the start Supplier adequate or accurate information or instructions in respect of each Renewal Period upon 90 days' prior notice the Equipment. 10.7 Any costs of third parties contracted by the Supplier to provide services to the Customer and Schedule 1 for example with respect to the Implementation Services or the Support Services shall be deemed passed on to have been amended accordinglythe Customer at cost price.

CHARGES AND PAYMENT. 8.1 ‌ 11.1 The Customer shall pay the Subscription Fees Charges, Maintenance & Support Charges, Hosting Charges (as applicable) and Additional Services Charges (as applicable) to the Supplier for the User Subscriptions Labrys in accordance with this 8 Clause 11; the Subscription Information Sheet and Schedule 1each applicable Subscription Update Form . 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier 11.2 Labrys shall invoice the Customer: (i) on Customer in accordance with the Effective Date for Payment Schedule in the Subscription Fees payable in respect of the Initial Information Sheet and each applicable Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, Update Form and the Customer shall pay each invoice within 30 thirty (30) calendar days after the date of such invoice. 8.3 11.3 If the Supplier ▇▇▇▇▇▇ has not received payment within 30 days after by the due datedate and, and without prejudice to any Labrys’ other rights and remedies of the Supplierremedies: (a) the Supplier 11.3.1 Labrys may, without liability to the Customer, give seven (7) calendar days written notice to the Customer that Labrys will, unless the invoice is settled, without further written notice disable the Customer's password, account and access to all or part of the Services and the Supplier Labrys shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) 11.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 48% over the then current base lending rate of the Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All 11.4 Unless stated otherwise, all amounts and fees Charges stated or referred to in this agreementSaaS Order Form: (a) 11.4.1 shall be payable in pounds sterlingPounds Sterling; (b) are, subject to 12.3(b), 11.4.2 are non-cancellable and non-refundable;; and (c) 11.4.3 are exclusive of value added tax, which shall be added to the Supplier's Labrys' invoice(s) at the appropriate rate. 8.5 The Supplier 11.5 Labrys shall be entitled to increase the Subscription FeesCharges, the fees payable in respect of Maintenance & Support Charges and/or the additional User Subscriptions purchased pursuant to 3.3 Hosting Charges (if applicable) at the start of each a Subscription Renewal Period upon 90 providing that Labrys has provided at least thirty (30) days' prior written notice to the Customer and Schedule 1 shall be deemed to have been amended accordinglyCustomer.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 and Schedule 1clause 9. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill ▇▇▇▇ such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 9.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of the Royal Bank of England base rate Scotland plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4 All amounts and fees stated or referred to in this agreementAgreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(bclause 13.4(b), non-cancellable and non-non- refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage fees.. 9.6 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 and/or the excess storage fees payable pursuant to clause 9.5 at the start of each Renewal Period upon 90 days' prior notice to Fees payable in respect of the Customer and Schedule 1 shall be deemed to have been amended accordingly.next

CHARGES AND PAYMENT. 8.1 The 9.1 In consideration of the provision of the Services, the Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions charges in accordance with this 8 and Schedule 1Clause 9 (the ’Charges’). 8.2 9.2 Netcom shall invoice the Customer according to the billing period set out in the Order and charges will be calculated using the details recorded by Netcom. 9.3 Payments shall be paid by the Customer within thirty days of the date of Netcom’s invoice. 9.4 The Customer shall, unless otherwise agreed in writing make its payments to Netcom by direct debit. 9.5 If the Customer elects not to pay for Services by direct debit, Netcom shall on levy a monthly handling charge which shall be charged at Netcom’s prevailing rate. 9.6 The Customer agrees to pay Netcom the Effective Date provide whole of the amount due without any withholding, deduction, set off or counter-claim. 9.7 Netcom shall be entitled to offset any monies owed to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable Customer against any monies owed to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if Netcom. 9.8 Invoices shall be deemed accepted by the Customer provides: (a) its credit card details to unless a written objection, which clearly identifies the Supplierreason for the dispute is received by Netcom within ten Working Days of the date of the invoice. If the Customer disputes the invoice, the parties shall make all reasonable endeavours to resolve the dispute promptly. In the event that the dispute has not been resolved within fifteen Working Days of the receipt by Netcom of the Customer’s letter, the dispute shall be escalated in accordance with the provisions of Clause 17 of this Agreement. 9.9 If the Customer hereby authorises the Supplier fails to bill such credit card: (i) on the Effective Date for the Subscription Fees payable make any payment in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 If the Supplier has not received payment within 30 days after Goods or Services by the due date, and without prejudice Netcom shall be entitled to any other rights and remedies of the Suppliertake one or more actions: (a) 9.9.1 Suspend the Supplier may, without liability provision of Services to the Customer, disable Customer until such time as the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the outstanding invoice(s) concerned remain unpaid; andis/are paid; (b) 9.9.2 Charge the Customer interest at the rate of 6% per annum above the prevailing Bank of England base rate, on any amount outstanding from the due date to the date of actual payment. Interest shall accrue on a daily basis on such due amounts at an annual rate equal basis; 9.9.3 Terminate this Agreement; 9.9.4 Recover from the Customer damages for any costs or losses suffered by Netcom as a result of the Customer’s failure to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgmentmake payment. 8.4 9.10 If during the execution of this Agreement Netcom incurs reasonable expenses, Netcom shall be entitled to charge the Customer at cost for such expenses provided that such provision has been indicated in the Order or otherwise agreed in writing with the Customer. 9.11 If Netcom is requested to provide Goods or Services in addition to those set out in the Order, Netcom shall charge the Customer for the provision of such Goods or Services at its prevailing rates. 9.12 All amounts and fees prices or Charges stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) Agreement are exclusive of value added taxpacking, packaging, shipping, carriage and insurance charge, if applicable. 9.13 All prices or Charges stated or referred to in this Agreement are exclusive of Value Added Tax which shall be added charged in addition at the rate ruling at the tax point. 9.14 All elements of the Charges for Services shall be reviewed by Netcom to be effective at the end of the Minimum Term, and each subsequent anniversary thereof; and: 9.14.1 If there is material change to the Supplier's invoice(s) at charges made by Netcom’s supplier, Netcom shall be entitled to pass such costs on to the appropriate rateCustomer; 9.14.2 Any proposed changes in charges will be notified to the Customer in writing not less than ninety days prior to any anniversary. 8.5 The Supplier 9.15 Notwithstanding the provisions of clause 9.14, Netcom shall be entitled to increase its charges for any part of the Subscription Fees, Services if its suppliers increase their charges due to their increased costs: 9.15.1 At any time by providing the fees payable Customer not less than thirty day’s notice; 9.16 Netcom shall be entitled to conduct credit checks in respect of the additional User Subscriptions purchased pursuant Customer from time to 3.3 time. 9.17 Netcom shall be entitled to require that the Customer pays a deposit before the commencement of Services or during the term of this Agreement if Netcom becomes aware of an adverse change to the Customer’s financial standing: 9.17.1 Netcom shall be entitled to apply all or any of the deposit against any unpaid charges at the start of each Renewal Period upon 90 days' prior notice its sole discretion; 9.17.2 Deposits shall not attract interest. 9.18 Netcom shall be entitled to correct an invoice issued to the Customer and Schedule 1 for a period of twelve months following the date of the invoice: 9.18.1 Sub-clause 9.18 shall continue in force for a period of twelve months following termination of this Agreement, howsoever occasioned. 9.19 If the Customer modifies the Order after the Order has been accepted by Netcom, Netcom shall be deemed entitled to have been amended accordinglycharge the Customer for all expenses incurred up to the date of the modification. 9.20 Time is of the essence with regard to payments due under the terms of this Agreement.

CHARGES AND PAYMENT. 8.1 The 9.1 In consideration for the provision of the Services, the Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions charges in accordance with this 8 and Schedule 1clause 9 (the ’Charges’). 8.2 9.2 The Company shall invoice the Customer according to the billing period set out in the Order and the Charges will be calculated using the details recorded by the Company. 9.3 The Customer agrees to pay the whole amount of the Charges (without any withholding, deduction, set off or counter-claim) within fourteen days of the date of the Company’s invoice. 9.4 The Company shall on the Effective Date provide be entitled to offset any monies owed to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable Customer against any monies owed to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if Company. 9.5 Invoices shall be deemed accepted by the Customer providesunless a written objection, which clearly identifies the reason for the dispute is received by the Company within five Working Days of the date of the invoice. If the Customer disputes the invoice, the parties shall make all reasonable endeavours to resolve the dispute promptly. In the event that the dispute has not been resolved within ten Working Days of the receipt by the Company of the Customer’s letter, the dispute shall be escalated in accordance with the provisions of clause 18 of this Agreement. 9.6 If the Customer fails to make any payment in respect of Goods or Services on a timely basis, the Company shall be entitled to take one or more of the following actions: (a) its credit card details Suspend the provision of the Services to the Supplier, Customer under clause 12.1 below until such time as the Customer hereby authorises the Supplier to bill such credit card: (ioutstanding invoice(s) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Periodis/are paid; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and Charge the Customer shall pay each invoice within 30 days after interest at the rate of 6% per annum above the prevailing Bank of England base lending rate, on any amount outstanding from the due date to the date of actual payment and such invoice. 8.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal basis; (c) Terminate this Agreement under clause 11.1 below; (d) Recover from the Customer damages for any costs or losses suffered by the Company as a result of the Customer’s failure to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgmentmake payment. 8.4 9.7 If during the performance of its obligations under this Agreement the Company incurs reasonable expenses, the Company shall be entitled to charge the Customer at cost for such expenses. 9.8 If the Company is requested to provide Goods or Services in addition to those set out in the Order, the Company shall charge the Customer for the provision of such Goods or Services at its prevailing rates. 9.9 All amounts and fees prices or Charges stated or referred to in this agreementAgreement are exclusive of packing, packaging, shipping, carriage and insurance charges, if applicable. 9.10 All prices or Charges stated or referred to in this Agreement are exclusive of Value Added Tax which shall be charged in addition at the rate ruling at the tax point. 9.11 The Charges for the Goods and Services may be changed by the Company at the end of the Minimum Term and each subsequent anniversary thereof and any proposed changes to the Charges will be notified to the Customer in writing not less than sixty days prior to the end of the Minimum Term and any anniversary thereof. 9.12 Notwithstanding the provisions of clause 9.11, the Customer acknowledges that because the Charges for the Services are based upon volumes used by the Customer (including storage capacity for live data and back up data), the Charges for the Services may change from month-to-month and the Company may increase the Charges for the Services on a monthly basis without notice to the Customer. 9.13 Notwithstanding the provisions of clauses 9.11 and 9.12, the Company shall be entitled to increase its Charges for any part of the Services at any time if its suppliers increase their charges, by providing the Customer with not less than thirty days’ written notice of any such increase. 9.14 With respect to network services (including EFM, Leased Lines and MetroEthernet), the Charges quoted by the Company are subject to site survey and may vary according to local conditions not known to the Company at the time of contracting. Should the Charges be subject to material variation after a site survey, the provisioning process will be put on hold, and the Customer has the right to either agree to the variation in Charges or terminate this Agreement in writing. The Customer shall reimburse the Company for any site survey costs reasonably and properly incurred should the Customer terminate this Agreement during the provisioning process in any instance where the Charges are not subject to any material variation following the site survey. 9.15 The Company shall be entitled to conduct credit checks in respect of the Customer from time to time. 9.16 The Company may request that the Customer pays a deposit before the commencement of the Services or during the term of this Agreement if the Company becomes aware of an adverse change to the Customer’s financial standing and: (a) The Company shall be payable in pounds sterlingentitled to apply all or any of the deposit against any unpaid charges at its sole discretion; (b) areDeposits shall not attract interest. 9.17 If the Customer elects not to pay for the Services by direct debit, subject the Company shall levy a monthly handling charge which shall be charged at the Company’s prevailing rate, as set out in the Tariff. 9.18 If a Customer’s direct debit fails to 12.3(b)clear, non-cancellable and non-refundable; (c) are exclusive of value added taxthe Company shall be entitled to levy a handling charge, which shall be added to the Supplier's invoice(s) charged at the appropriate Company’s prevailing rate, as set out in the Tariff. 8.5 The Supplier 9.19 If the Customer requests additional billing reports, the Company shall levy a monthly handling charge which shall be charged at the Company’s prevailing rate, as set out in the Tariff. 9.20 If the Customer asks the Company to modify the Order after the Order has been accepted by the Company and the Company accepts the Customer’s request, the Company shall be entitled to increase charge the Subscription FeesCustomer for all costs, charges and expenses incurred up to the fees payable in respect date of the additional User Subscriptions purchased pursuant modification. 9.21 Time is of the essence with regard to 3.3 at all payments due under the start terms of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordinglythis Agreement.

CHARGES AND PAYMENT. 8.1 The 9.1 In consideration for the provision of the Services and/or supply of the Goods (as applicable) and unless otherwise agreed in the applicable Order, Customer shall pay Supplier the Subscription Fees to the Supplier for the User Subscriptions Charges in accordance with this 8 Clause 9 and Schedule 1the Contract Details. 8.2 9.2 The Customer price for the Goods shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: be: (a) its credit card details to the Supplierprice set out in the Order; and (b) unless otherwise agreed in writing between the parties, inclusive of the costs of packaging, insurance, carriage and installation (if applicable) of the Goods. 9.3 In respect of Services, the Customer hereby authorises Charges shall include all costs and expenses of the Supplier to bill such credit card:directly or indirectly incurred in connection with the performance of the Services unless otherwise agreed between the parties in writing. (i) on the Effective Date for the Subscription Fees 9.4 All amounts payable by Customer exclude amounts in respect of value added tax or other applicable sales tax which Customer shall additionally be liable to pay to Supplier at the Initial Subscription Term; and prevailing rate (ii) if applicable), subject to 13.1receipt of a valid VAT (or other applicable sales tax) invoice. 9.5 In respect of Goods, on each anniversary Supplier shall submit accurate invoices for the Charges (plus VAT or other applicable sales tax, if applicable) to Customer within one month after delivery of the Effective Date Goods unless otherwise agreed between the parties in writing. 9.6 In respect of Services, Supplier shall submit accurate invoices for the Subscription Fees payable Charges (plus VAT or other applicable sales tax, if applicable) to Customer at the intervals specified in respect the Contract Details, but if no such intervals are so specified, monthly in arrears for Services supplied in the preceding month. Each invoice shall include a full description of the next Renewal Period;Services provided (including time spent) and all supporting information reasonably required by Customer. (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the 9.7 Customer shall pay each undisputed invoice which is properly due and submitted to it by Supplier, within 30 60 days after the date of such invoicereceipt, to a bank account nominated in writing by Supplier. 8.3 9.8 Customer may at any time, without notice to Supplier, set off any liability of Supplier to Customer against any liability of Customer to Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under an Agreement. If the Supplier has liabilities to be set off are expressed in different currencies, Customer may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Customer of its rights under this Clause 9.8 shall not received payment within 30 days after the due date, and without prejudice to limit or affect any other rights and or remedies of the Supplier: (a) the Supplier may, without liability available to the Customer, disable the Customer's password, account and access to all it under an Agreement or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgmentotherwise. 8.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 ‌ 8.1. The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 8 and Schedule 1.1.‌ 8.2 8.2. The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 13.1, on each monthly anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 8.3. If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Bank of England base rate the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 8.4. All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 8.5. The Supplier shall be entitled to increase the Subscription Fees, Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 clause 3.3, at the start of each Renewal Period upon 90 days' prior notice to the Customer Customer, and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 The 10.1 In consideration of the provision of the relevant Service(s), EH Product(s), Subscription(s), Consultation Credits and/or Solution(s) by EH, the Customer shall pay the Subscription Fees Charges as set out in the relevant Order Form(s) (as may be amended in writing from time to the Supplier for the User Subscriptions time in accordance with this 8 and Schedule 1the terms of the Agreement). 8.2 The 10.2 Save as expressly provided for in the relevant Order Form or this clause 10.2, all Charges are payable in advance (with frequency being detailed in the Order Form (or in the absence of any such detail, annually in advance)) and on the dates specified in the Order Form (or in the absence of any such detail, on the date on which the relevant Order Form is entered into and each anniversary thereof). Any Charges payable in accordance with clause 10.11 shall be payable in arrears at the end of the relevant Order Form Year. 10.3 In the event that an Order Form provides for payment upon receipt of an invoice, then the Customer shall pay each undisputed invoice in full and in cleared funds, within thirty (30) days of the date of such invoice to a bank account nominated in writing by EH. 10.4 Subject to any fixed pricing agreed in the relevant Order Form, EH may adjust the Charges on an annual basis during the Effective Date provide Term. EH shall notify the Customer in writing of any change in the Charges. 10.5 For the avoidance of doubt all Charges are exclusive of VAT, which EH shall add to its invoices at the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable appropriate rate. 10.6 Without prejudice to the Supplier and any other relevant valid, up-to-date and complete contact and billing details andright or remedy that it may have, if the Customer providesfails to pay EH on the due date, EH may: 10.6.1 charge interest on such sum from the due date for payment at the annual rate of four percent (a4%) its credit card details above the base lending rate from time to the Suppliertime of Clydesdale Bank plc, the Customer hereby authorises the Supplier to bill such credit card: (i) accruing on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1a daily basis and being compounded quarterly until payment is made, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, whether before or after any judgment and the Customer shall pay each invoice within 30 days after the date interest immediately on demand (or, EH may in the alternative and at its option claim interest under the Late Payment of such invoiceCommercial Debts (Interest) Act 1998); and/or 10.6.2 suspend all Service(s), Subscription(s), Consultation Credit(s) the delivery of any EH Product(s) and any licence to use (and access) any Solution(s), without any liability to the Customer, unless or until payment has been made in full. 8.3 10.7 Notwithstanding any provision in the Agreement to the contrary, all sums payable to EH under the Agreement shall become due immediately on its termination. This clause 10.7 is without prejudice to any right to claim for interest under the law, or any such right under the Agreement. 10.8 If EH is unable to deliver any Service(s), Subscription(s), Solution(s) or EH Product(s) ordered by the Supplier has not received payment within 30 days after Customer (including, installation services, support service or training services) due to any act or omission on the due datepart of the Customer then EH shall be entitled to charge the Customer in respect of any time spent attempting to deliver the same. 10.9 EH may, and without prejudice to any other rights and remedies it may have, set off any liability of the Supplier: (a) the Supplier may, without Customer to EH against any liability of EH to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this agreement: (a10.10 The Customer agrees that, for the purposes of calculating the Charges for Subscription(s) and/or Consultation Credits, the relevant Charges shall be payable in pounds sterlingfull and are non-refundable regardless of whether: 10.10.1 a Subscription is allocated or not and/or actually used by a Customer Subscriber (in part or whole); 10.10.2 a Customer Subscriber has their FourteenFish User account blocked, suspended or terminated in accordance with the FourteenFish User Terms; and/or 10.10.3 a Customer Subscriber has their access to the relevant Product(s) withdrawn by the Customer. 10.11 At the end of each Order Form Year (b) are, subject to 12.3(bfor the relevant Order Form), non-cancellable and non-refundable; (c) are exclusive EH will review the number of value added tax, which shall be added to actual Customer Subscribers for that period against the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect number of the additional User Subscriptions purchased pursuant to 3.3 by the Customer at the start of each Renewal Period upon 90 days' prior notice to that Order Form Year. In the event that: 10.11.1 there are more Customer Subscribers than paid for by the Customer in the relevant Order Form, the Customer shall pay EH pro-rated Charges for the period between the date each additional Customer Subscriber was added until the end of the relevant Order Form Year; or 10.11.2 there are fewer Customer Subscribers than purchased for by the Customer in the relevant Order Form, no further Charges or refund will be payable. 10.12 Unless agreed otherwise by the parties in writing (including under an Order Form), all Subscriptions and Schedule 1 Consultation Credits shall be deemed to have been amended accordinglyrenewed and invoiced by EH in the sum that is the greater of: 10.12.1 the number of Subscriptions/Consultation Credits originally ordered by the Customer under the relevant Order Form; or 10.12.2 the actual number of Customer Subscribers for each Subscription/Consultation Credits at the start of the relevant Order Form Year.

CHARGES AND PAYMENT. 8.1 The Customer 10.1 In consideration of the provision of the Services by the Supplier, the Client shall pay the Subscription Fees to the Supplier for the User Subscriptions Price and any other charges in accordance with this 8 and Schedule 1clause 10. 8.2 10.2 The Customer Client shall on pay the Effective Date provide Price to the Supplier valid(without deduction or set-off) in instalments, up-to-date and complete credit card details or approved purchase order information acceptable to as set out in the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if Client Estimate. At the Customer provides: (a) its credit card details to end of a period specified in the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable Brief in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplierwhich an instalment is due, the Supplier shall invoice the Customer: (i) on the Effective Date Client for the Subscription Fees payable charges that are then payable, together with expenses, the costs of materials and VAT, where appropriate, calculated as provided in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoiceclause 10.3. 8.3 If 10.3 Any fixed price contained in the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the SupplierClient Estimate may exclude: (a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom the Supplier mayengages in connection with the Services, without liability to the Customer, disable cost of any materials and the Customer's password, account cost of services reasonably and access to all or part properly provided by third parties and required by the Supplier for the supply of the Services Services. Such expenses, materials and the Supplier third party services shall be under no obligation to provide approved by the Client and invoiced by the Supplier; (b) any or all licence fees for the use of material including Third Party Rights (unless the Services while the invoice(s) concerned remain unpaidparties agree otherwise); and (bc) VAT, which the Supplier shall add to its invoices at the appropriate rate. 10.4 The Client shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within 28 days of receipt to a bank account nominated in writing by the Supplier. Unless otherwise agreed in writing between the parties, the Price must be paid in full prior to the date on which the Project is to be finalised. 10.5 Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Supplier on the due date: (a) the Client shall pay interest on the overdue amount at the rate of 4% per annum above the base rate of HSBC Bank Plc from time to time. Such interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paidactual payment of the overdue amount, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this agreement: (a) . The Client shall be payable in pounds sterling;pay the interest together with the overdue amount; and (b) arethe Supplier may suspend all Services until payment has been made in full. 10.6 All sums payable to the Supplier under this Agreement shall become due immediately on its termination, subject despite any other provision. This clause 10.6 is without prejudice to 12.3(b)any right to claim for interest under the law, non-cancellable and non-refundable;or any such right under this Agreement. (c) are exclusive of value added tax, which 10.7 All amounts due under this Agreement shall be added to the Supplier's invoice(s) at the appropriate ratepaid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 2.9.1. The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions and any additional User Subscriptions in accordance with this 8 Schedule 2, paragraph 2.9 and the Particulars of Contract and the support fees in accordance with Schedule 12, paragraph 2.3.3 and the Particulars of Contract. 8.2 2.9.2. The Customer shall on the Effective Date provide to the Supplier valid, up-up- to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (ai) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (ia) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (iib) subject to 13.1Schedule 2, paragraph 2.14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (bii) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (ia) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (iib) subject to 13.1Schedule 2, paragraph 2.14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, iii) and the Customer shall pay each invoice within 30 days after the date of such invoicePayment Term. 8.3 2.9.3. If the Supplier has not received payment within 30 days after the due datePayment Term, and without prejudice to any other rights and remedies of the Supplier: (ai) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (bii) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 48% over the then current base lending rate of the Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 2.9.4. All amounts and fees stated or referred to in this agreement: (ai) shall be payable in pounds sterling; (b; ii) are, subject to 12.3(bSchedule 2, paragraph 2.14.3.ii), non-non- cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 6.1 The Customer Supplier shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 and Schedule 1. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable issue an invoice in respect of the Initial Subscription Term; andCharges and the Additional Services Charges (if any) and the Customer shall pay to the Supplier the Charges and the Additional Services Charges (if any) set out in such Supplier's invoice. 6.2 The Customer acknowledges that to the extent that the Supplier provides the Hosting Services free of charge, the Supplier does so as a gesture of goodwill and that the Supplier reserves the right on 30 days’ written notice to charge the Customer Hosting Fees (ii) subject to 13.1, on each anniversary including in circumstances where the Customer’s use of the Effective Date for Hosting Services breaches the Subscription applicable resource limitations). To the extent that Hosting Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplierare payable, the Supplier shall invoice the Customer:Customer monthly as of the last day of each month for all Hosting Services performed by the Supplier during that month. 6.3 All invoices are due and payable 14 days after the invoice date. 6.4 All Charges and Additional Services Charges (iif any) are non-cancellable and non-refundable. 6.5 All Charges and Additional Services Charges (if any) are exclusive of VAT. The Customer shall, on receipt of a valid VAT invoice from the Effective Date for Supplier, pay to the Subscription Fees payable Supplier any additional amounts in respect of VAT as are chargeable on the Initial Subscription Term; and Services or the Additional Services (ii) subject to 13.1, at least 30 days prior to each anniversary of as the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoicecase may be). 8.3 If the Supplier has not received payment within 30 days after the due date, and without 6.6 Without prejudice to any other rights and or remedies of the Supplier, if the Customer fails to make any payment due to the Supplier under this Contract by the due date for payment: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual the rate equal to of 4% over the then current base lending rate of Bank of England per annum above Barclays Bank's base rate from time to time, commencing on time from the due date and continuing until fully paidactual payment of the overdue amount, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this agreement: (a) . The Customer shall be payable in pounds sterlingpay the interest together with the overdue amount; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at Supplier may suspend the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect supply of the additional User Subscriptions purchased pursuant to 3.3 at Services and any Additional Services (or, in each case, any part of them) until the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have overdue amount has been amended accordinglypaid in full.

CHARGES AND PAYMENT. 8.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 8 and Schedule 1. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice., 8.3 If the Supplier has not received payment within [30 days days] after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, after 10 days' notice to Customer, disable the Customer's ’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 410% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling;U.S. dollars (b) are, subject to 12.3(bclause 12.4(b), non-cancellable and non-refundable; (c) are exclusive of value added taxstate and local taxes (if applicable), which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 If, at any time while using the Services, the Customer exceeds the amount of disk storage space specified in Schedule 1, the Supplier shall charge the Customer, and the Customer shall pay the Supplier’s then current excess data storage fees. The Supplier’s excess data storage fees current as at the Effective Date are set out in Schedule 1. 8.6 The Supplier shall be entitled to increase modify the Subscription Fees, the fees payable in respect of the additional Meeting Types and/or User Subscriptions purchased pursuant to clause 3.3 and/or the excess storage fees payable pursuant to clause 8.5 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier MEG for the User Subscriptions in accordance with this 8 Clause 9 and Schedule 1the terms of the Agreement. 8.2 The Customer 9.2 From the Effective Date, MEG shall invoice the Customer: 9.2.1 on an annual or quarterly basis in advance in respect of the Subscription Fees; or 9.2.2 alternatively, in the event that ▇▇▇ agrees to a prepaid bundle of Services and Subscription Fees, all fees including Subscription Fees and fees for Additional Services shall be payable in advance and shall be invoiced on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Date. Subscription Fees shall be payable in respect of the Initial Subscription Term; Term and (ii) , subject to 13.1Clause 14.1, on during each anniversary of the Effective Date subsequent Renewal Period. The Customer shall pay invoices for the Subscription Fees payable in respect of within the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) time specified on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 invoices. If the Supplier MEG has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the SupplierMEG: (a) the Supplier 9.2.3 MEG may, without liability to the Customer, disable the Customer's passwordpasswords, account accounts and access to all or part of the Services and the Supplier MEG shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) 9.2.4 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 45% over the then current base lending rate of Bank of England base rate from time to timeat the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.3 All amounts and fees stated or referred to in this agreementAgreement: (a) 9.3.1 shall be payable in pounds sterlingGBP Sterling ; (b) 9.3.2 are, subject to 12.3(b)Clause 13.4.2, non-cancellable and non-non- refundable;; and (c) 9.3.3 are exclusive of value added tax, which shall be added to the SupplierMEG's invoice(s) at the appropriate rate. 8.5 The Supplier 9.4 MEG shall be entitled to increase the Subscription Fees, Fees including the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 Additional Services at the start of each Renewal Period upon 90 30 days' prior notice to the Customer and Schedule 1 the Agreement shall be deemed to have been amended accordingly. The maximum increase for the same service offered shall be 5% per annum. If new modules / services / functionality are requested by the client, these shall be negotiated separately.

CHARGES AND PAYMENT. 8.1 7.1 The Customer shall pay the Subscription Fees to the Supplier Semestry Limited responsible for selling the User Subscriptions on behalf of Semestry in accordance with this 8 clause 7 and Schedule 1. 8.2 7.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or Semestry Limited an approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) 7.2.1 its credit card details approved purchase order information to the SupplierSemestry Limited, Semestry Limited shall invoice the Customer hereby authorises the Supplier to bill such credit cardon behalf of Semestry: (i) on or after the Effective Date for the Subscription Fees payable in respect of the Initial first Year of the Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 12.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 7.3 If the Supplier Semestry Limited has not received on behalf of Semestry payment from the Customer within 30 days after the due date, and without prejudice to any other rights and remedies of the SupplierSemestry: (a) the Supplier 7.3.1 Semestry may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier Semestry shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) 7.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England base rate Scotland from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 7.4 All amounts and fees stated or referred to in this agreement: (a) 7.4.1 shall be payable in pounds sterlingGreat British Pounds (GBP) ; (b) 7.4.2 are, subject to 12.3(b)clause 11.4.2, non-cancellable and non-refundable; (c) 7.4.3 are exclusive of value added taxtax or other applicable taxes or duties, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier 7.5 Semestry shall be entitled to increase the Subscription Fees, the fees Fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at clause 7.1 and paragraph 1.1 of Schedule 1 with effect from the start of each Renewal Period upon at least 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 7.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions Services and the purchase price of the GOs supplied to it to ▇▇▇▇▇▇▇▇ in accordance with this 8 condition 7 and the Schedule 1of Prices. 8.2 7.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and not dispute any other relevant valid, up-to-date and complete contact and billing details and, invoice without reasonable cause but if the Customer providesdoes dispute an invoice: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable shall notify ▇▇▇▇▇▇▇▇ in respect writing within 7 days of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary receipt of the Effective Date invoice specifying the reasons for disputing the Subscription Fees payable in respect of the next Renewal Periodinvoice; (b) its approved purchase order information the parties shall negotiate in good faith to attempt to resolve the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Termdispute promptly; and (iic) subject to 13.1, at least 30 days prior to each anniversary if the dispute is resolved in favour of the Effective Date for the Subscription Fees payable in respect Customer, ▇▇▇▇▇▇▇▇ shall within 7 days of the next Renewal Period, date of such resolution issue a revised and corrected invoice to the Customer which the Customer shall pay within 14 days of the date of such revised invoice. 7.3 All amounts and fees stated or referred to in the Agreement are exclusive of value added tax, which shall be added to ▇▇▇▇▇▇▇▇’▇ invoices at the appropriate rate. 7.4 ▇▇▇▇▇▇▇▇ may invoice the Customer for price of the GOs plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. 7.5 ▇▇▇▇▇▇▇▇ shall invoice the Customer for the Subscription Fee annually in advance on or after the first connection of the relevant GO to the Service and each subsequent anniversary of that date, the first such payment being for the period from and including the date of first connection. 7.6 The Customer shall pay each undisputed invoice within 30 days after the date of such invoice. 8.3 7.7 If the Supplier ▇▇▇▇▇▇▇▇ has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) ▇▇▇▇▇▇▇▇ interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of National Westminster Bank of England base rate PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier 7.8 ▇▇▇▇▇▇▇▇ shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and the Schedule 1 of Prices shall be deemed to have been amended accordingly. 7.9 Where the Customer’s usage of the Services is considered by ▇▇▇▇▇▇▇▇ (acting reasonably) to be excessive, ▇▇▇▇▇▇▇▇ may review the charge made to the Customer and increase it to a rate that reflects the Customer’s usage of the Services.

CHARGES AND PAYMENT. 8.1 The Customer shall 10.1 In consideration for the supply of Goods and/or provision of Services by or on behalf of CloudClevr, the Client agrees to pay the Subscription Fees to applicable Charges. 10.2 Unless otherwise stated, the Supplier Charges for Goods are exclusive of all costs and charges of packaging, insurance and transport of the Goods, which will be paid in addition by the Client when the Client pays for the User Subscriptions Goods. 10.3 In respect of Goods and/or Services, CloudClevr may: 10.3.1 invoice the Client as stated in the Work Order or as otherwise agreed in writing, before, upon or at any time after completion of delivery of the Goods and/or provision of the Services; or 10.3.2 where CloudClevr is required to make an advance purchase of Goods or, where applicable, procure licences, resources, components or other materials necessary for the provision of the Services, requiring capital expenditure on the part of CloudClevr, CloudClevr reserves the right to invoice the Client for the full amount of the Charges or require a deposit against the applicable Charges, and insist on receiving payment in cash or cleared funds in advance of incurring any such expenditure; or, if neither Clauses 10.3.1 or 10.3.2 apply; 10.3.3 the Non-Recurring Charges shall become invoiceable upon signature of the Work Order (or any variation thereto) as appropriate; 10.3.4 subject to Clause 3.4, the Fixed Charge (where applicable) shall be payable in advance from the Service Commencement Date in accordance with this 8 and Schedule 1the payment frequency set out on the Work Order. The first payment (being for the remainder of the month in which the Service Commencement Date occurs, calculated on a pro-rata time basis, plus the following month / quarter / year, as applicable) shall be invoiceable by CloudClevr on or following the relevant Service Commencement Date. Subsequent payments shall become invoiceable at the start of the month immediately preceding the month / quarter / year being invoiced; and 10.3.5 Usage Charges (if applicable) shall be invoiceable monthly in arrears. 8.2 10.4 With effect from the expiry of the relevant Minimum Term, CloudClevr shall be entitled to revise the Charges to reflect CloudClevrs then current standard rates. 10.5 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer providesClient will pay each invoice submitted by CloudClevr: 10.5.1 within Thirty (a30) its credit card details days of the date of the invoice; and 10.5.2 in full and in cleared funds to a bank account nominated in writing by CloudClevr. 10.6 All amounts payable by the Supplier, Client under the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees Contract are payable in sterling and exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Initial Subscription Term; and (ii) subject Contract by CloudClevr to 13.1the Client, the Client will, on each anniversary receipt of the Effective Date for the Subscription Fees payable a valid VAT invoice from CloudClevr, pay to CloudClevr such additional amounts in respect of VAT as are chargeable on the next Renewal Period;supply of the Services or Goods at the same time as payment is due for the supply of the Goods or provision of the Services. (b) 10.7 The Client will pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client will not be entitled to assert any credit, set-off or counterclaim against CloudClevr in order to justify withholding payment of any such amount in whole or in part. CloudClevr may, without limiting its approved purchase order information other rights or remedies, set-off any amount owing to it by the Client against any amount payable by CloudClevr to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoiceClient. 8.3 10.8 If an undisputed invoice (or an undisputed part of an invoice) is not paid in full by the Supplier has not received payment within 30 days after the due dateDue Date thereof, and then without prejudice to any CloudClevr’s other rights and remedies of CloudClevr reserves the Supplierright to: (a) 10.8.1 charge interest on the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue outstanding sum on a daily basis on such due amounts (before as well as after any judgement) until the date of payment, at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time plus four percent (4%), or if a negative rate, at four percent (4%); and/or 10.8.2 suspend the Services (or any part thereof) in accordance with Clause 16; and/or 10.8.3 use any deposit given by the Client under Clause 10.3.2, to time, commencing on the due date and continuing until fully paid, whether before or after judgmentpay any outstanding sum. 8.4 All amounts and fees stated or referred to in this agreement: 10.9 Any disputes not raised within six (a6) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) months of the date of the invoice are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rateirrevocably waived. 8.5 The Supplier 10.10 CloudClevr reserves the right, by giving the Client prior written notice, to increase the Charges once a year in line with the percentage increase in the Retail Price Index in the preceding 12-month period plus 3%. 10.11 In the event of any changes in law occurring or changes by a Carrier and/or a Vendor which increase the cost for CloudClevr to deliver, operate and/or maintain the Services, CloudClevr shall be entitled to increase the Subscription Fees, the fees payable in respect Charges to reflect that increased cost at any time by serving not less that twenty-eight (28) days’ written notice of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice such increase to the Customer and Schedule 1 shall be deemed to have been amended accordinglyClient.

CHARGES AND PAYMENT. 8.1 9.1. The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions Services in accordance with this 8 clause 9 and Schedule 1 and the support fees in accordance with clause 4.3 and Schedule 1. 8.2 9.2. The Customer shall on the Effective Date provide to the Supplier or its billing agent valid, up-to-date and complete credit or debit card details or and where relevant approved purchase order information acceptable to the Supplier or its billing agent and any other relevant valid, up-to-date and complete contact contact, bank payment and billing details and, if the Customer provides: (a) its credit or debit card or bank details to the SupplierSupplier or its billing agent, the Customer hereby authorises the Supplier or its billing agent to bill charge such bank account or ▇▇▇▇ such credit card: (i) on the Effective Date On a month end basis in arrears for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal PeriodPay as you Go charges; (b) its approved purchase order information to the SupplierSupplier or its billing agent, the Supplier or its billing agent shall invoice the Customer: (i) on the Effective Date On a month end basis in arrears for the Subscription Fees payable in respect of the Initial Subscription TermPay as you Go charges; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice, or the due date in accordance with the payment terms of its billing agent, whichever is sooner. 8.3 9.3. If the Supplier or its billing agent has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier or its billing agent may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Royal Bank of England base rate Scotland from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4. All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterlingsterling in the absence of a currency agreed with the billing agent; (b) are, subject to 12.3(bclause 13.3(b), non-cancellable and non-refundable; (c) are exclusive of value added or other sales tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 9.5. If, at any time whilst using the Services, the Customer exceeds the amount of storage space or transactions or bandwidth as appropriate specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage, transaction and bandwidth fees. The Supplier's excess data 9.6. The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions Services purchased pursuant to 3.3 at clause 3.3, the start of each Renewal Period support fees payable pursuant to clause 4.3 and/or the excess storage, transaction or bandwidth fees payable pursuant to clause 9.5 upon 90 30 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 The Customer shall pay In consideration of the Subscription Fees to provision of the Supplier for the User Subscriptions in accordance with this 8 and Schedule 1. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to Services by the Supplier, the Customer hereby authorises shall pay the Supplier to bill such credit card: (i) Charges on the Effective Date for Payment Terms (or if none are specified in the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1Order, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoiceinvoice date). The Charges are not refundable. 8.3 If 8.2 Where the Supplier has not received payment within 30 days after the due date, Charges are calculated on a time and without prejudice to any other rights and remedies of the Suppliermaterials basis: (a) the Supplier's daily fee rates for each individual person are calculated on the basis of an eight- hour day, worked during Service Hours and any part day shall be charged as a full day; (b) the Supplier may, without liability shall be entitled to charge an overtime rate of 150% of the Customer, disable daily fee rate on a pro rata basis for any time worked by individuals whom it engages on the Customer's password, account and access to all or part Services outside Service Hours; and (c) the Supplier shall upon request provide details of time spent by each individual whom it engages on the Services and the Supplier shall indicate the time spent in its invoices. 8.3 The Charges exclude the following, which shall be under no obligation to provide payable by the Customer monthly in arrears, following submission of an appropriate invoice: (a) the cost of hotel, subsistence, travelling and any or all of other ancillary expenses reasonably incurred by the Services while individuals whom the invoice(s) concerned remain unpaidSupplier engages in connection with the Services; and (b) interest shall accrue on a daily basis on the cost to the Supplier of any materials or services procured by the Supplier from third parties for the provision of the Services as such due amounts at an annual rate equal to 4% over items and their cost are set out in the then current base lending rate of Bank of England base rate Order Form or approved by the Customer in advance from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated The Supplier reserves the right to annually adjust the service price in accordance with changes in the UK Consumer Price Index (CPI) plus 3.9%, as published by the Office for National Statistics or referred to in its successor. In the event of such adjustment, the Supplier shall provide the Customer with a 30-day notice of the revised Charges, notice can be provided with your monthly invoice. During this agreement: (a) shall be payable in pounds sterling; (b) are30-day period, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added the Customer may terminate this Agreement by providing written notice to the Supplier's invoice(s) at . However, if the appropriate rateprice increase is equal to or below the percentage change in CPI + 3.9%, the Customer shall not have the right to terminate the Agreement during this period. The adjusted Charges shall take effect on the expiry of the 30-day notice period and shall remain in force until the subsequent adjustment. It is understood that the service price shall not be adjusted downward, and any increase in the CPI resulting in a negative percentage change shall be treated as zero for the purposes of this provision. 8.5 The Supplier shall be entitled to increase the Subscription FeesCharges at any time with immediate effect where the Supplier can reasonably demonstrate that such an increase is due to an increased cost of providing the Services caused by a third party supplier, or legal or regulatory change. Any such increase in the Charges will not exceed the increased cost incurred by the Supplier in providing the Service. 8.6 The Supplier retains the right to adjust any Charges at any time on 30 days’ notice to the Customer. In the event of a Charge adjustment for reasons other than those set out under clauses 8.4 or 8.5 above, the fees payable Customer shall be entitled to terminate this Agreement by notice to the Supplier at any time in respect of that 30 day period. 8.7 The Supplier shall invoice the additional User Subscriptions purchased pursuant to 3.3 Customer for the Charges at the intervals specified in the Order Form. If no intervals are so specified, the Supplier shall invoice the Customer at the start of each Renewal Period month: (a) for Services to be performed during that month and any deposits due in respect of that month; and (b) for all other supplies, for supplies made in the previous month. 8.8 The Customer shall pay each invoice submitted to it by the Supplier for Services immediately upon 90 days' prior notice receipt and all other invoices within 30 days of date of invoice to a bank account nominated in writing by the Supplier from time to time. 8.9 The Supplier reserves the right to apply a nominal monthly charge (currently £3) for non direct debit payment methods. Such charge may be varied by the Supplier and notified to the Customer from time to time. The Customer acknowledges and Schedule 1 agrees that the nominal monthly charge for non direct debit payment methods represents a fair and genuine administration charge to compensate the Supplier for the time and cost involved in collecting non direct debit payments. 8.10 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under this Agreement on the due date: (a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%; and (b) without prejudice to its right to recover the Charges in full, the Supplier may suspend part or all of the Services until payment has been made in full. 8.11 All sums payable to the Supplier under this Agreement: (a) are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and (b) shall be deemed paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 8.12 Time of payments is of the essence. 8.13 For the purposes of this agreement, payment is received when the Supplier receives it in cleared funds. 8.14 The Supplier is entitled to have been amended accordinglyset off sums owed by the Supplier to the Customer against sums owed by the Customer to the Supplier.

CHARGES AND PAYMENT. 8.1 The Customer 13.1 In consideration of the provision of the Goods and/or Services Goods and/or Services and all other activities to be provided by the Supplier (including but not limited to the provision or creation of any Deliverables), the Bank shall pay the Subscription Fees to the Supplier the Charges set out in the Order Form. 13.2 All Charges shall be exclusive of any applicable VAT but inclusive of any other duties, taxes or levies. 13.3 If no price is stated on the Order Form for the User Subscriptions Goods and/or Services, the price/charges for the Goods and/or provided by that resource shall be the lowest price currently quoted or charged at the date of the order by the Supplier for those Goods and/or Services (as applicable) but in accordance with this 8 and Schedule 1no event higher than the price most recently charged to the Bank by the Supplier for those Goods and/or Services. 8.2 The Customer 13.4 Unless expressly stated, no travel, accommodation, subsistence or other expenses shall on the Effective Date provide be due to the Supplier validfrom the Bank. 13.5 Unless otherwise stated in the Order Form, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier will invoice the Bank on or after acceptance of the Goods and/or Services and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable monthly in arrears in respect of the Initial Subscription Term; andServices, by sending an invoice to the Bank at the address stipulated in the Order Form. All invoices submitted to the Bank must identify this Contract and the Services and/or Goods to which the invoice relates. The Supplier will not be entitled to submit an invoice without a duly authorised purchase order. 13.6 The Bank shall pay a valid and properly due invoice within thirty (ii30) days of its receipt unless there is a dispute relating to the amount of the invoice and subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice complying with its obligations under this Contract. If the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, Bank does not pay a valid and the Customer shall pay each properly due invoice within 30 days after the date of such invoice. 8.3 If the Supplier has not received payment within 30 days after the due dateperiod, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability in addition to the Customerinvoice amount, disable charge the Customer's password, account and access Bank late payment annual interest of two per cent (2%) above the base rate from time to all or part time of Lloyds Bank plc of the Services invoice amount provided that it has first given at least fourteen (14) days prior written notice of its intention to do so, and provided further that payment remains outstanding at the Supplier shall be under no obligation to provide any or all end of the Services while the invoice(s) concerned remain unpaid; and (b) such notice period. Late payment interest shall accrue on a daily basis on basis. However, where any invoice is disputed by the Bank, interest shall only start to accrue from the date upon which the Bank confirms that such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date invoice is valid and continuing until fully paid, whether before or after judgmentproperly due. 8.4 All amounts and fees stated or referred to in 13.7 The parties hereby agree that clause 13.6, taken with other provisions of this agreement: (a) shall be payable in pounds sterling; (b) areContract, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added provide a substantial remedy to the Supplier's invoice(sSupplier for late payment of the Charges and accordingly, statutory interest in accordance with The Late Payment of Commercial Debts (Interest) at the appropriate rateAct 1998 shall not apply. 8.5 13.8 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice ensure that any payments made to the Customer Bank under this Contract shall not be made by a relevant financial institution (as defined in the Financial Services and Schedule 1 shall be deemed to have been amended accordinglyMarkets Act 2000 (Excluded Activities and Prohibitions Order 2014).

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 clause 9 and Schedule 1. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill ▇▇▇▇ such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 9.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's ’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Bank of England base rate from time to timethe Supplier's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(bclause 13.4(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier’s then current excess data storage fees. The Supplier’s excess data storage fees current as at the Effective Date are set out in Schedule 1. 9.6 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 and/or the excess storage fees payable pursuant to clause 9.5 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 clause 9 and Schedule 1the Order Form. 8.2 9.2 The Customer shall on the Effective Commencement Date provide to the Supplier valid, up-up- to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Commencement Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, on each anniversary of the Effective Commencement Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Commencement Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, at least on or around 30 days prior to each anniversary of the Effective Commencement Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 9.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Bank of England base rate the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(bclause 13.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 9.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 clause 3.3, and the support fees payable pursuant to clause 4.3 at the start of each Renewal Period upon 90 30 days' prior notice to the Customer and Schedule 1 the Order Form shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 10.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this 8 clause 10 and Schedule 1. 8.2 10.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 15.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 15.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 10.3 If the Supplier has not received payment within 30 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, on no less than 5 Business Days' notice to the Customer and without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 48% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 10.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(bclause 14.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 10.5 If, at any time whilst using the Services, the Customer exceeds the amount of storage space specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage fees. The Supplier's excess data storage fees current as at the Effective Date are set out in Schedule 1. 10.6 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 clause 3.3, the support fees payable pursuant to clause 4.3 and/or the excess storage fees payable pursuant to clause 10.5 at the start of each Renewal Period upon 90 30 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 8 and Schedule 1.the support fees are inclusive of the monthly SaaS costs 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order Purchase Contract information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice.details 8.3 Monthly ▇▇▇▇▇▇▇▇ will be by Standing Order, Direct Debit mandate, Credit card payment or direct online payment into EC2i’s account only on a fixed monthly date – Yearly upfront payments will be accepted via the Purchase Contact with 30 day terms, however the Services will not be activated until the first payment is received 8.4 If the Supplier has not received payment within 30 7 days after the due datedate after the first payment, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays Bank of England Plc’s base lending rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 8.5 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 8.6 The Supplier will review each account monthly and advise the client if they have exceeded the data storage allowance we would then give the client 5 working days to fall into the allowance or automatically invoice for the additional storage usage if not rectified in that time. 8.7 The Supplier shall be entitled to increase the Subscription Fees, the Fees and any additional support fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordinglyclause 3.3.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier Incaplex for the User Subscriptions in accordance with this 8 Clause 9 and Schedule 1. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier Incaplex valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier Incaplex and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) 9.2.1 its credit card details to the SupplierIncaplex, the Customer hereby authorises the Supplier Incaplex to bill such credit card: (ia) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (iib) subject to 13.1Clause 14.1, on each anniversary of the Effective Renewal Date for the Subscription Fees payable in respect of the next Renewal Period; (b) 9.2.2 its approved purchase order information to the SupplierIncaplex, the Supplier Incaplex shall invoice the Customer: (ia) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (iib) subject to 13.1Clause 14.1, at least 30 15 days prior to each anniversary of the Effective Renewal Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 15 days after the date of such invoice. 8.3 9.3 If the Supplier Incaplex has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the SupplierIncaplex: (a) the Supplier 9.3.1 Incaplex may, without liability to the Customer, disable the Customer's passwordpasswords, account accounts and access to all or part of the Services and the Supplier Incaplex shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) 9.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Bank of England base rate from time to timeAllied Irish Banks plc at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4 All amounts and fees stated or referred to in this agreementAgreement: (a) 9.4.1 shall be payable in pounds sterlingeuro unless otherwise agreed in writing; (b) 9.4.2 are, subject to 12.3(b)Clause 13.4.2, non-cancellable and non-refundable; (c) 9.4.3 are exclusive of value added tax, which shall be added to the SupplierIncaplex's invoice(s) at the appropriate rate. 8.5 The Supplier 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space data transmission capacity or other limits as are specified in Schedule 1, Incaplex shall charge the Customer, and the Customer shall pay, Incaplex's then current excess data storage, capacity or applicable fees. Incaplex's excess data storage fees and data transmission fees current as at the Effective Date are set out in Schedule 1. 9.6 Incaplex shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to Clause 3.3 and/or the excess storage or data transmission fees payable pursuant to Clause 9.5 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 The Customer 15.1 In consideration of provision of the Support Services and the Transition Services, each Year during the Term the Client shall pay the Subscription Fees to the Supplier for the User Subscriptions Annual Support Fee in accordance with this 8 Clause 15. 15.2 Except as otherwise stated in this Clause 15 or agreed in accordance with Clause 13, the Annual Support Fee Term shall be £XXX (plus VAT), 15.3 At least three (3) months prior to the initial term, the client has the option to extend for a further 12 months. 15.4 Charges in respect of the Support Services shall be payable in advance. 15.5 The Supplier shall invoice the Client: 15.5.1 at the Standard Rates performed by the Supplier in providing services which are outside of the scope of this Agreement. 15.5.2 at the Standard Rates in relation to any Optional Services; at any time after completion of such services or Optional Services, unless otherwise agreed by the parties in writing. 15.6 The Charges shall include all costs of providing the Services howsoever incurred including without limitation all costs, charges and expenses which relate to the performance of the Supplier’s obligations under the Agreement. The fact that a particular provision of the Agreement does not state that the Supplier must perform the obligation at “no additional charge” may not be taken as implying that that the Supplier may charge extra for complying with the obligation. 15.7 The Client shall pay each invoice submitted to it by the Supplier in full, in pounds sterling, and in cleared funds, within thirty (30) days of receipt. Time for payment of the Charges by the Client shall be of the essence of this Agreement. Payments shall be made by electronic BACS transfer or such other method as is specified by the Supplier from time to time. 15.8 All amounts payable under this Agreement shall be exclusive of VAT or relevant local sales tax (if any) or any relevant local sales taxes which shall be paid at the rate and in the manner for the time being prescribed by law and which shall be added by the Supplier to its invoices at the appropriate rate. 15.9 If any Service Credits are due in accordance with this Agreement in relation to any calendar month, the Supplier shall pay the amount equal to the Service Credits to the Client as a credit within thirty (30) days of the end of the calendar month to which the Service Credits relate. The Supplier shall ensure that any credit payment to the Client is submitted with a credit note detailing the relevant period to which the Service Credits relate and the amount of the Service Credit. Payment of Service Credits to the Client in relation to any failure to meet the applicable Service Levels shall be without prejudice to any other right or remedy available to the Client in relation to the relevant failure whether contractual or otherwise. 15.10 The Client may withhold payment of any Charges which it disputes in good faith by notifying the Supplier within 15 Business Days of receipt of the relevant invoice. Such notices shall set out details of the amount disputed, the invoice to which the dispute relates, the grounds of the dispute and any additional information which it requires to resolve the dispute. If the Supplier receives notice in accordance with this Clause 15 it shall cancel the relevant invoice and issue two invoices to the Client, one in relation to the undisputed amount and one in relation to the disputed amount. Except as set out in this Clause 15 and Schedule 12 (Service Level Agreement), the Client may not deduct or withhold payment of any sum by reason of any set-off of any claim or dispute with the Supplier whether relating to the quality or performance of the Services or otherwise. 8.2 The Customer shall on the Effective Date provide 15.11 Without limit to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details remedy available to the Supplier, the Customer hereby authorises if the Supplier notifies the Client that it has failed to bill pay any valid undisputed invoice issued under this Agreement in accordance with this Clause 15 and the Client fails to remedy such credit card: failure within ten (i10) Business Days commencing on the Effective Date for the Subscription Fees payable in respect receipt of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to relevant notice from the Supplier, the Supplier shall invoice the Customermay: (i) 15.11.1 charge the Client interest on the Effective Date for overdue amount, payable by the Subscription Fees payable in respect of Client immediately on demand, from the Initial Subscription Term; and (ii) subject due date up to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 If actual payment, after as well as before judgment, at the Supplier has not received payment within 30 days after rate of 8% per annum above the due date, and without prejudice to any other rights and remedies base rate for the time being of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part Bank of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) England. Such interest shall accrue on a daily basis on and be compounded quarterly. The parties agree that such due amounts at an annual rate equal to 4% over interest payment constitutes a fair and reasonable remedy for the then current base lending rate late payment under this Agreement; and/or 15.11.2 suspend performance of Bank any or all of England base rate from time to time, commencing on the due date and continuing Services until fully paid, whether before or after judgmentpayment has been made in full. 8.4 All amounts and fees stated or referred 15.1 Unless agreed pursuant to in this agreement: Clause 14 (a) shall be payable in pounds sterling; (b) are, subject to 12.3(bChange Control), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at Supplier will not increase Charges during the appropriate rateTerm. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 8.1. The Customer shall pay the Subscription Fees to the Supplier for the Services either for an Enterprise Licence or based on the number of Active User Subscriptions and in accordance with this clause 8 and Schedule 1the Order Form. 8.2 8.2. The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 8.3. If the Supplier has not received payment within 30 14 days after the due datedate for any invoice which is not a Queried Invoice, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 41.5% over the then current base lending rate of Bank of England base rate the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 8.4. All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterlingsterling and without deduction; (b) are, subject to 12.3(bclause 12.3 (b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The 8.5. If the Customer receives an invoice which it reasonably believes includes a sum which is not valid and properly due (“Queried Invoice”): (a) the Customer shall immediately notify the Supplier of the Queried Invoice in writing; (b) upon resolution of the Queried Invoice the Supplier shall be entitled to increase provide a corrected invoice; and (c) where the Subscription FeesCustomer has already made payment of a Queried Invoice, the fees payable in respect Supplier shall issue a credit note within 10 working days. 8.6. The Fees during any Renewal Period will increase by the CPI rate as set at the date of the additional User Subscriptions purchased pursuant to 3.3 at the start invoice unless Supplier notifies Customer of each Renewal Period upon 90 days' different pricing with written notice not less than thirty (30) days prior notice to the Customer and Schedule 1 Fee increase. Subject to this clause, the Order Form shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 ‌ 9.1 The Customer shall pay the Subscription Fees to the Supplier Hypertune for the User Subscriptions Subscription in accordance with this 8 and Schedule 1.clause 9.‌ 8.2 9.2 The Customer shall on the Effective Date provide to Hypertune (or as applicable its authorised third-party payment provider, the Supplier Payment Provider) valid, up-to-date and complete credit card details or approved purchase order information acceptable to Hypertune (and/or the Supplier Payment Provider, as applicable) and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to Hypertune (and/or the SupplierPayment Provider, as applicable), the Customer hereby authorises Hypertune (and/or the Supplier Payment Provider, as applicable) to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, on each anniversary the final Business Day of the Effective Date Initial Subscription Term and each Renewal Period for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the SupplierHypertune, the Supplier Hypertune shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, at least 30 7 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 7 days after the date of such invoice. 8.3 9.3 Unless the Customer gives notice to terminate this agreement under clause 14.1(a), the Customer will be liable to pay the Subscription Fees for the next applicable Renewal Period. 9.4 If the Supplier Hypertune has not received payment within 30 7 days after the due date, and without prejudice to any other rights and remedies of the SupplierHypertune: (a) the Supplier Hypertune may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier Hypertune shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 45% over the then current base lending rate of Bank of England base rate from time to timerate, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.5 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(bclause 13.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the SupplierHypertune's invoice(s) at the appropriate rate. 8.5 The Supplier 9.6 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, Hypertune shall charge the Customer, and the Customer shall pay, Hypertune's then current excess data storage fees. Hypertune's excess data storage fees current as at the Effective Date are set out in the payment confirmation page. 9.7 Hypertune shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 Fees at the start of each Renewal Period upon 90 30 days' prior notice to the Customer and Schedule 1 the Subscription Fees shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 The Customer shall pay the Subscription Fees to the Supplier GivePanel for the User Subscriptions Subscription Package in accordance with this 8 and Schedule 1clause 8. 8.2 The Customer Unless otherwise agreed in the Order, GivePanel shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if invoice the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable annually in respect advance on or around the Subscription Date. All invoices shall be paid within 14 days of the Initial invoice date. 8.3 If, at any time, during the Subscription Term; and (ii) subject to 13.1, on each anniversary Term the Customer’s use of the Effective Date for SaaS Services results in the amounts of Transactions being completed exceeding the amount of Transactions in the Subscription Fees payable in respect of Package for which the next Renewal Period; (b) its approved purchase order information to Customer has paid the SupplierSubscription Fees, the Supplier then GivePanel shall invoice the Customer: (i) on the Effective Date Customer for the Subscription Fees payable overages at a rate specified in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoiceOrder. 8.3 8.4 If the Supplier GivePanel has not received payment of any invoice within 30 7 days after the due date, and without prejudice to any other rights and remedies of the SupplierGivePanel: (a) the Supplier GivePanel may, without liability to the Customer, disable the Customer's password, account and access to all or part of the SaaS Services and the Supplier GivePanel shall be under no obligation to provide any or all of the SaaS Services while the invoice(s) concerned remain unpaid; (b) the supplier may charge the Customer an administrative charge of £30, such charge representing GivePanel’s reasonable administrative costs in dealing with any late payment and any suspension and reactivation of the Customer’s account that may take place; and (bc) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 8.5 All amounts and fees stated or referred to in this agreement: (a) shall Shall, unless otherwise agreed in writing, be payable in pounds sterlingGBP; (b) are, subject to 12.3(bclause 13.3(b), non-cancellable and non-refundable; (c) are are, unless otherwise agreed, exclusive of any value added tax, which shall be added may applicable to the SupplierGivePanel's invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 The Customer ‌ 10.1. You shall pay the Subscription Fees to the Supplier us for the User Subscriptions Licences and any Additional Fees in accordance with this 8 clause 10 and Schedule 1.each Order.‌ 8.2 The Customer 10.2. You shall on provide us with a completed Direct Debit mandate prior to the Effective Date provide and by doing so you authorise us to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer providescollect: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees and Additional Fees payable in respect of the Initial Subscription Term; andTerm on the Effective Date; (iib) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees and Additional Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) Period on each monthly anniversary of the Effective Date for the Subscription Fees payable in respect of the Initial Subscription TermDate; and (iic) subject to 13.1any outstanding Additional Fees which were incurred during, at least 30 days prior to each but not collected in advance of, a previous Renewal period on any monthly anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoiceDate. 8.3 10.3. If the Supplier has we have not received payment within [30 days days] after the due date, and without prejudice to any other rights and remedies of the Supplierus: (a) the Supplier we may, without liability to the Customeryou, disable the Customer's your password, account and access to all or part of the Services and the Supplier we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate our bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 10.4. All amounts and fees stated or referred to in this agreementAgreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), are non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's our invoice(s) at the appropriate rate. 8.5 The Supplier 10.5. If, at any time whilst using the Services, you exceed the amount of disk storage space specified in the Documentation, we shall charge you, and you shall pay, our then current excess data storage fees as an Additional Fee. Our excess data storage fees current as at the Effective Date are set out in the Order or a Mandatory Policy.‌ 10.6. We shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 Fees and any Additional Fees at the start of each Renewal Period upon 90 days' prior notice to you and the Customer and Schedule 1 relevant Order shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 8 and Schedule 1. 8.2 The Customer Supplier shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if invoice the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the first Annual Subscription Fees payable in respect of Fee and where applicable the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of Statutory Form Fee and the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, Video Calling Fee and the Customer shall pay each such invoice within 30 days after of the date of such invoice. 8.3 The Supplier shall invoice the Customer on the anniversary of the Effective Date for the second and subsequent Annual Subscription Fees and where applicable Statutory Form Fees and Video Calling Fees and the Customer shall pay such invoice within 30 days of the date of such invoice. 8.4 The Customer shall pay the Set-up Fee to the Supplier on or before the Effective Date. 8.5 Where applicable, the Supplier shall invoice the Customer fortnightly for the Claim Form Bank Fee and the Claim Form Payment Fee payable in respect of the Claim Form Payments made in the previous fortnight and the Customer shall pay such invoice on receipt. 8.6 Where applicable, the Customer shall pay a sum equal to the Claim Form Processing Fee to the Supplier on or before the Effective Date and on each Claim Form Processing Fee Date. 8.7 If the Supplier has not received full payment within 30 days after the any payment due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Bank of England base rate the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 8.8 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), are non-cancellable and non-refundable;; and (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 8.9 The Supplier shall be entitled to increase the Subscription Fees, Fees by an amount equal to any increase in the fees payable charged to the Supplier by the PaaS Supplier by giving the Customer 30 days’ written notice. 8.10 The Supplier shall be entitled to increase the Claim Form Bank Fee where applicable by an amount equal to any increase in respect of the additional User Subscriptions purchased pursuant fees charged to 3.3 the Supplier by its bank for processing the Claim Form Payments by giving the Customer 30 days’ written notice. 8.11 Any increase to the Annual Subscription Fee and where applicable the Statutory Form Fee and the Video Calling Fee at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.by agreement between the parties

CHARGES AND PAYMENT. 8.1 ‌ 7.1 The Customer shall pay the Subscription Fees (including the fees for any additional Subscriptions under clauses 3.4 and 3.5) to the Supplier Safelink for the User Subscriptions right for Authorised Users and Participants to access and use the Services in accordance with this 8 clause 7 and Schedule 1the Subscription Details.‌ 7.2 Subscription Fees shall be calculated based on the Subscriptions required by the Customer, and charged in accordance with the Subscription Details. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier 7.3 Safelink shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 12.1, at least 30 days prior to on the first day of each anniversary of the Effective Date Renewal Period for the Subscription Fees payable in respect of the next that Renewal Period, and the Customer shall pay each invoice the Subscription Fees within 30 days after of the date of such invoicethe invoice issued by Safelink. 8.3 7.4 If the Supplier Safelink has not received payment within 30 days after on the due date, and without prejudice to any other rights and remedies of the SupplierSafelink: (a) the Supplier Safelink may, without liability to the Customer, disable the Customer's password, ’s account and access to all or part of the Services and the Supplier Safelink shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 42% over the then current base lending rate of prevailing Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 7.5 All amounts and fees stated or referred to in this agreementAgreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(bclause 11.4(b), non-cancellable and non-refundable; (c) are exclusive of goods and sales tax (GST) and value added taxtax (VAT), which shall be added to the SupplierSafelink's invoice(s) as appropriate at the appropriate rate. 8.5 The Supplier 7.6 Safelink shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 Fees at the start of each Renewal Period upon 90 giving not less than 30 days' prior notice to the Customer Customer. Any such increase may not exceed two (2) per cent plus the percentage increase in the UK Consumer Prices Index in the period beginning fifteen (15) months and Schedule 1 shall be deemed to have been amended accordinglyending three (3) months before the relevant Renewal Period.

CHARGES AND PAYMENT. 8.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions Gravicus in accordance with this 8 and Schedule 1clause 8. 8.2 The Customer shall on the Effective Date date of this Agreement provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant Gravicus valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier and Gravicus shall invoice the Customer: (i) on the Effective Date Customer for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1Fees, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Periodas and when payable, and the Customer shall pay each invoice within 30 7 days after the date of such invoice. 8.3 If the Supplier Gravicus has not received payment within 30 7 days after the due date, and without prejudice to any other rights and remedies of the SupplierGravicus: (a) the Supplier Gravicus may, without liability to the Customer, disable the Customer's ’s password, account and access to all or part of the Services and the Supplier Gravicus shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time to timeGravicus's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 Gravicus shall be entitled to increase the Fees with effect from any time from each anniversary of the Commencement Date, and no more frequently than once every 12 months, upon 30 days' prior notice to the Customer and this Agreement shall be deemed to have been amended accordingly. 8.5 All amounts and fees stated or referred to in this agreementAgreement: (a) shall be payable in pounds sterlingsterling or such other as specified in the Sign-up; (b) are, subject to 12.3(b), shall be payable: (i) monthly in advance in respect of monthly subscriptions; (ii) annually in advance in respect of annual subscriptions; or on such other dates or in respect of such other periods as are specified in the Sign-up; (c) are non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.; and

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Managed Service Fees to the Supplier for the User Subscriptions Service and Software in accordance with this 8 clause 9 and Schedule 1 and the support fees in accordance with clause 4.3 and Schedule 1. 8.2 9.2 The Supplier shall charge the Customer, and the Customer shall pay, the Supplier's Overages Fees. Overage Fees will be rounded up to the nearest whole ▇▇▇▇▇ (where applicable). The Supplier's Overages Fees are set out in Schedule 1. 9.3 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (ai) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Managed Service Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, on each anniversary of the Effective Date for the Subscription Managed Service Fees payable in respect of the next Renewal Period; (bii) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Managed Service Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Managed Service Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 9.4 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (ai) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (bii) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over a year above the then current base lending rate of Bank of England England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.5 All amounts and fees stated or referred to in this agreement: (ai) shall be payable in pounds sterling; (bii) are, subject to 12.3(bclause 13.3(b), non-cancellable and non-refundable; (ciii) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 9.6 Unless otherwise stated in Schedule 1, fees for will be invoiced in the following manner: (i) Managed Service Fees and Support Fees will be invoiced monthly in advance; (ii) All other Fees will be invoiced monthly in arrears; 9.7 No adjustment will be made, or credit or refund given, for usage that is less than this Agreements allowance. 9.8 The Supplier shall be entitled to increase the Subscription Managed Service Fees, the support fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 clause 4.3 and/or the excess storage fees payable pursuant to clause 9.5 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 9.1 The Customer shall pay the Subscription Fees to the Supplier SDS for the User Subscriptions in accordance with this 8 clause 9 and Schedule 1. 8.2 The Customer . SDS shall on invoice the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer providesCustomer: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Commencement Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (iib) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1clause 14.1, at least 30 days prior to each anniversary of the Effective Renewal Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 9.2 If the Supplier SDS has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the SupplierSDS: (a) the Supplier 9.2.1 SDS may, without liability to the Customer, disable the Customer's ’s password, account and access to all or part of the Services and the Supplier SDS shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) 9.2.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays Bank of England base rate Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgmentjudgement. 8.4 9.3 All amounts and fees stated or referred to in this agreementAgreement: (a) 9.3.1 shall be payable in pounds sterling; (b) 9.3.2 are, subject to 12.3(b)clause 13.4.2, non-cancellable and non-refundable; (c) 9.3.3 are exclusive of value added tax, which shall be added to the Supplier's SDS’s invoice(s) at the appropriate rate. 8.5 The Supplier 9.4 SDS shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 and/or the excess storage fees payable pursuant to clause 9.4 at the start of each Renewal Period upon 90 days' ’ prior notice to the Customer and Part 3 of Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 o The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions Services in accordance with this 8 clause 9and Schedule 1 and the support fees in accordance with clause 3 and Schedule 1. 8.2 . o The Customer shall on the Effective Date provide to the Supplier or its billing agent valid, up-to-date and complete credit or debit card details or and where relevant approved purchase order information acceptable to the Supplier or its billing agent and any other relevant valid, up-to-date and complete contact contact, bank payment and billing details and, if the Customer provides: (a) :  its credit or debit card or bank details to the SupplierSupplier or its billing agent, the Customer hereby authorises the Supplier or its billing agent to bill charge such bank account or ▇▇▇▇ such credit card: (i) on the Effective Date :  On a month end basis in arrears for the Subscription Fees payable in respect of the Initial Subscription TermPay as you Go charges; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b)  its approved purchase order information to the SupplierSupplier or its billing agent, the Supplier or its billing agent shall invoice the Customer: (i) on the Effective Date :  On a month end basis in arrears for the Subscription Fees payable in respect of the Initial Subscription TermPay as you Go charges; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 , or the due date in accordance with the payment terms of its billing agent, whichever is sooner.  If the Supplier or its billing agent has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) : o the Supplier or its billing agent may, without liability to the Customer, disable the Customer's ’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) and o interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Royal Bank of England base rate Scotland from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 .  All amounts and fees stated or referred to in this agreement: (a) : o shall be payable in pounds sterling; (b) sterling in the absence of a currency agreed with the billing agent; o are, subject to 12.3(bclause 3(b), non-cancellable and non-refundable; (c) ; o are exclusive of value added or other sales tax, which shall be added to the Supplier's ’s invoice(s) at the appropriate rate. 8.5 .  If, at any time whilst using the Services, the Customer exceeds the amount of storage space or transactions or bandwidth as appropriate specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier’s then current excess data storage, transaction and bandwidth fees. The Supplier’s excess data storage, transaction and bandwidth fees current as at the Effective Date are set out in Schedule 1.  The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions Services purchased pursuant to 3.3 at clause 3, the start of each Renewal Period support fees payable pursuant to clause 4.3 and/or the excess storage, transaction or bandwidth fees payable pursuant to clause 9.5 upon 90 30 days' ’ prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.  Service Monitoring. Customer acknowledges that the Supplier continuously monitors the Service to: (a) track usage, (b) provide support, (c) monitor the performance, integrity, and stability of the Service’s infrastructure, (d) provide usage statistics to its billing agent, (e) prevent or remediate technical issues, and (f) detect and address illegal acts or violations of Section 2.3 (Services Licence).

CHARGES AND PAYMENT. 8.1 The Customer 13.1 Client shall pay the Subscription Fees Charges for the Services as detailed in the relevant SOW in accordance with the SOW’s terms. 13.2 Save as otherwise agreed in a SOW, Client will pay all invoiced Charges (including expenses) within sixty (30) days of receipt of invoice. Subject to any expenses being agreed in advance prior to being incurred. 13.3 All Charges shall be exclusive of value added tax or any other tax, duty, levy, fee or charge which shall be added to invoices at the rate applicable at the date of invoice and which shall be payable by Client. 13.4 If Client fails to make any payment due to the Supplier under this Agreement or a SOW by the due date for payment, then without limiting the User Subscriptions in accordance with this 8 and Schedule 1. 8.2 The Customer Supplier’s remedies under clause 2, Client shall pay interest on the Effective Date provide to overdue amount at the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to rate of 4% per annum above the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable in respect Bank of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) England’s base rate. Such interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing of payment until fully paid, whether before or after judgmentactual payment of the overdue amount. Client shall pay interest together with the overdue amount. 8.4 All amounts 13.5 Supplier reserves the right to re-negotiate the Charges for the Services as detailed in any SOW during the term of such SOW to take account of any additional tax liability incurred by the Supplier as a result of any proceedings, claims or demands by any third party (including specifically, but without limitation, HM Revenue and fees stated Customs and any successor, equivalent or referred related body) pursuant to in this agreement: the ITEPA or the NICs Legislation (aand/or any supporting or consequential secondary legislation relating thereto) which result from Supplier being treated as making to a Subcontractor (and a Subcontractor as receiving) a payment which is to be treated as earnings from employment. In such event, the Charges shall be payable re-negotiated by the Parties in pounds sterling; good faith. If the Parties fail to reach agreement on the new Charges within thirty (b30) aredays, subject either Party shall have the right to 12.3(b), non-cancellable and non-refundable; terminate the SOW on thirty (c30) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior day’s written notice to the Customer other Party. Client shall pay Supplier the Charges due under the SOW with respect to Services provided by Supplier up to and Schedule 1 shall be deemed to have been amended accordinglyincluding the date of termination.

CHARGES AND PAYMENT. 8.1 The Customer Client shall pay the Subscription Fees to the Supplier for the User Subscriptions Subscription in accordance with this clause 8 and Schedule 1the Contract Details. 8.2 In accordance with the Contract Details, the Client will be presented with an option for either a freemium or premium version of the Subscription. The Customer Client shall promptly notify the Supplier of their chosen version. 8.3 Should the Client choose for the premium version of the Subscription, they are required to further specify their payment preference, either monthly in advance or annually: (a) In the event of monthly payments, the Client retains the flexibility to terminate the Subscription at any time with no obligation to pay further monthly payments (b) Opting for annual payments obligates the Client to a one-year commitment. The Client may terminate the Subscription but shall be not be entitled to a refund. The Supplier retains the right to terminate this clause 8.3 in accordance with clause 13. 8.4 In the event that the Subscription is to be paid on an annual basis, the Supplier shall extend to the Client a discount as outlined in the Contract Details. 8.5 Upon selection of the premium version of the Subscription, the Client shall, on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer Client provides: (a) its credit card details to the Supplier, the Customer Client hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable a monthly basis in respect of the Initial Subscription Termadvance; andor (ii) annually. (iii) subject to clause 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier they shall invoice the Customer: (i) on the Effective Date for pay the Subscription Fees payable Fee immediately in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoiceadvance. 8.3 8.6 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, on no less than 5 Business Days' notice to the Client and without liability to the CustomerClient, disable the CustomerClient's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Bank of England base rate the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 8.7 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 8.8 If, at any time whilst using the Services, the Client exceeds the amount of disk storage space specified in the Contract Details, the Supplier shall charge the Client. 8.9 The Supplier shall be entitled to increase the Subscription Fees, Fees and shall give the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 Client 30 days' prior ’ notice to the Customer Client and Schedule 1 the Contract Details shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions Services and the purchase price of the Lifeline Digital supplied to it to ▇▇▇▇▇▇▇▇ in accordance with this condition 8 and the Schedule 1of Prices. 8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and not dispute any other relevant valid, up-to-date and complete contact and billing details and, invoice without reasonable cause but if the Customer providesdoes dispute an invoice: (a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) on the Effective Date for the Subscription Fees payable shall notify ▇▇▇▇▇▇▇▇ in respect writing within 7 days of the Initial Subscription Term; and (ii) subject to 13.1, on each anniversary receipt of the Effective Date invoice specifying the reasons for disputing the Subscription Fees payable in respect of the next Renewal Periodinvoice; (b) its approved purchase order information the parties shall negotiate in good faith to attempt to resolve the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Termdispute promptly; and (iic) subject to 13.1, at least 30 days prior to each anniversary if the dispute is resolved in favour of the Effective Date for the Subscription Fees payable in respect Customer, ▇▇▇▇▇▇▇▇ shall within 7 days of the next Renewal Period, date of such resolution issue a revised and corrected invoice to the Customer which the Customer shall pay within 14 days of the date of such revised invoice. 8.3 All amounts and fees stated or referred to in the Agreement are exclusive of value added tax, which shall be added to ▇▇▇▇▇▇▇▇’▇ invoices at the appropriate rate. 8.4 ▇▇▇▇▇▇▇▇ may invoice the Customer for price of the Lifeline Digital and for the initial Subscription Fee (plus VAT at the prevailing rate (if applicable)) on or at any time after the completion of delivery. 8.5 ▇▇▇▇▇▇▇▇ shall invoice the Customer for subsequent Subscription Fees on the relevant anniversary of the first invoice for the relevant Lifeline Digital or the earliest Business Day after that anniversary. 8.6 The Customer shall pay each undisputed invoice within 30 days after the date of such invoice. 8.3 8.7 If the Supplier ▇▇▇▇▇▇▇▇ has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) ▇▇▇▇▇▇▇▇ interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of National Westminster Bank of England base rate PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier 8.8 ▇▇▇▇▇▇▇▇ shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions Lifeline Digital purchased pursuant to 3.3 at the start of each Renewal Period condition 2 upon 90 days' prior notice to the Customer and the Schedule 1 of Prices shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 The 9.1 As a condition of its use of and access to the Services (except on a Trial Basis strictly as set out in clause 4), the Customer shall pay the Subscription Fees to the Supplier KEL for the User Subscriptions Permitted Usage in accordance with this 8 clause 9 and Schedule 1the Registration Form. 8.2 9.2 The Customer shall on the Effective Date provide to the Supplier KEL valid, up-to-date and complete credit card details or approved purchase order information payment means acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card details to the Supplier, the KEL. The Customer hereby authorises KEL to debit the Supplier to bill such credit cardSubscription Fees: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to clause 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.3 All amounts and fees stated or referred to in this agreementAgreement: (a) shall be payable in pounds sterlingthe currency specified on the Registration Form; (b) are, subject to 12.3(bclause 11.4(b), non-cancellable and non-refundable; (c) are exclusive of value added taxtax or sales tax (as applicable), which shall be added to the SupplierKEL's invoice(s) at the appropriate rate. 8.5 The Supplier 9.4 KEL shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 Fees at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 the Subscription Fees shall be deemed to have been amended accordingly. 9.5 The Subscription Fees are billed annually in advance. Payments are non-refundable, and no refunds or credits will be given for any partial use within any subscription period. No refunds or credits will be provided in the event that the Customer does not utilise all its allocation of Permitted Usage, or cancels any User accounts except as otherwise permitted under this Agreement. 9.6 KEL reserves the right to suspend Customer’s access to the Services by giving 30 days’ prior written notice if Customer fails to pay KEL the full amount of any outstanding fees and charges that are not subject to a bona fide dispute by the due dates.

CHARGES AND PAYMENT. 8.1 9.1 The Customer Client shall pay the Subscription Fees to the Supplier Tang for the User Subscriptions in accordance with this 8 clause 9 and Schedule 1. 8.2 9.2 The Customer Client shall on the Effective Date provide to the Supplier Tang valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier Tang and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer Client provides: (a) its credit card details to the SupplierTang, the Customer Client hereby authorises the Supplier ▇▇▇▇ to bill such credit card: (i) card for the Subscription Fees on the Effective Date for and throughout the Subscription Fees payable Term, at the frequency agreed with the Client and in respect the absence of the Initial Subscription Term; and (ii) subject to 13.1an expressly agreed frequency, on each anniversary of the Effective Date for the Subscription Fees payable monthly in respect of the next Renewal Periodadvance; (b) its approved purchase order information to the SupplierTang, the Supplier Tang shall invoice the Customer: (i) Client for the Subscription Fees on the Effective Date for and throughout the Subscription Fees payable in respect of the Initial Subscription Term; and (ii) subject to 13.1, at least 30 days prior to each anniversary the frequency agreed with the Client and in the absence of the Effective Date for the Subscription Fees payable an expressly agreed frequency, monthly in respect of the next Renewal Period, advance and the Customer Client shall pay each invoice within 30 days after the date of such invoice. 8.3 9.3 If the Supplier Tang has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the SupplierTang: (a) the Supplier Tang may, without liability to the CustomerClient, disable the CustomerClient's password, account and access to all or part of the Services and the Supplier Tang shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of HSBC Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 9.4 All amounts and fees stated or referred to in this agreementContract: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(bclause 13.4(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate. 8.5 The Supplier 9.5 If, at any time whilst using the Services, the Client exceeds the amount of disk storage space specified in the Documentation (if any), Tang shall charge the Client, and the Client shall pay, Tang's then current excess data storage fees. ▇▇▇▇'▇ excess data storage fees current as at the Effective Date are set out in Schedule 1. 9.6 Tang shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 clause 4.3 and/or the excess storage fees payable pursuant to clause 9.5 at the start of each Renewal Period upon 90 days' prior notice to the Customer Client and Schedule 1 shall be deemed to have been amended accordingly.

CHARGES AND PAYMENT. 8.1 10.1 The Customer shall pay the Subscription Licence Fees to the Supplier for the User Subscriptions Software and Services in accordance with this 8 Clause 10 and Schedule 1Part 1 – Order Form. 8.2 10.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card payment details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: (a) its credit card bank details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card: (i) bank: on the Effective Date for the Subscription Licence Fees payable in respect of the Initial Subscription Licence Term; and (ii) subject to 13.1, and on each anniversary of the Effective Date for the Subscription Licence Fees payable in respect of the next Renewal Period; (b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer: (i) : on the Effective Date for the Subscription Licence Fees payable in respect of the Initial Subscription Licence Term; and (ii) subject to 13.1, and at least 30 days prior to each anniversary of the Effective Date for the Subscription Licence Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice. 8.3 10.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer's password, ’s account and access to all or part of the Software and Services and the Supplier shall be under no obligation to provide any or all of the Software and Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 43% over the then current base lending rate of Bank of England base rate the Supplier’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.4 10.4 All amounts and fees stated or referred to in this agreementAgreement: (a) shall be payable in pounds sterling; (b) are, subject to 12.3(b), are non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's ’s invoice(s) at the appropriate rate. 8.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.