Common use of Fees and Invoicing Clause in Contracts

Fees and Invoicing. Unless otherwise determined in writing (including e-mail), the amount of the fees will be determined based on time spent. TIME SPENT - The fees are determined after completion of the Contract on the basis of the time spent by our partners, directors, employees, self-employed service providers and agents (‘the Employees’). If necessary advances can be charged. SUBSCRIPTION - If the Engagement Letter provides for a determination of the fees by applying a subscription, such a subscription fee is based on a number of key assumptions (hereinafter “Key assumptions”) such as the data included in a service offering, or assumptions such as (but not limited to): - the accuracy and completeness of the accounting records and statements of the client communicated to us, - the availability and prompt communication of accurate information and explana- tions provided by the client or his employees. CHANGED CIRCUMSTANCES - If the factual circumstances would be incompatible with our Key Assumptions, such that more work is required than that which the budget for our fee was based on, we can adjust the subscription fee in mutual agreement, or the cooperation can be terminated by us in accordance with article 15.3. b). Furthermore, in that case, the deadlines for our assignment may be revised unilaterally. - SUBSCRIPTION FEE - If the fees are payable in with the context of a subscrip- tion formula, the client shall on a regular basis receive an invoice in the amount of the agreed fixed, annually adjustable (on a calendar year basis), subscription fee. In the event of termination of the Contract, a settlement invoice shall be prepared no later than one month following that in which we last provided Ser- vices to the client. - In the event of termination of a Contract whereby the fees are determined on a subscription formula, the subscription fees already paid in the calendar year of termination shall be deducted from the total fees determined on an actual time spent basis in relation to the Services provided during that calendar year under the subscription formula. Services provided outside of the scope of the chosen subscription formula will always be charged according to the actual time spent.

Fees and Invoicing. Unless otherwise determined in writing (including e-mail), the amount of the fees will be determined based on time spent. TIME SPENT - The fees are determined after completion of the Contract Beierholm’s fee is calculated on the basis of the time spent, including time spent on transport/travel, using Beierholm’s hourly rates in force from time to time for the partners and employees carrying out the work, unless otherwise expressly stated in the engagement letter and any written amendments thereto. Hourly rates are generally adjusted once a year without any special notice or notification. The fee estimate provided by our partners, directors, employees, self-employed service providers and agents (‘Beierholm on the Employees’). If necessary advances can be charged. SUBSCRIPTION - If the Engagement Letter provides for a determination signing of the fees by applying a subscription, such a subscription fee agreement is based on the assumptions stated by the parties. Accordingly, even if a number fixed fee has been agreed for the Services, Beierholm is entitled to adjust the estimated fee in the following situations: a) The assumptions for the delivery of key the Services have changed; b) The assumptions were incorrect or incomplete; or c) The circumstances set out in (hereinafter “Key assumptions”a) and (b) are attributable to the Client or matters for which the Client is responsible. If a fixed fee has not been agreed prior to the commencement of the work, the fee will be determined on the basis of time spent, see above. Fees and hourly rates are exclusive of VAT, unless otherwise expressly stated in the engagement letter and any written amendments thereto. Costs related to the delivery of the Services, such as out-of-pocket expenses, reasonable travel expenses, accommodation and living expenses, will be charged in addition to the data included in a service offeringfee agreed, or assumptions such as (but not limited to): - the accuracy and completeness of the accounting records and statements of the client communicated to us, - the availability and prompt communication of accurate information and explana- tions provided by the client or his employees. CHANGED CIRCUMSTANCES - If the factual circumstances would be incompatible with our Key Assumptions, such that more work is required than that which the budget for our fee was based on, we can adjust the subscription fee in mutual agreement, or the cooperation can be terminated by us in accordance with article 15.3. b). Furthermore, in that case, the deadlines for our assignment may be revised unilaterally. - SUBSCRIPTION FEE - If the fees are payable in with the context of a subscrip- tion formula, the client shall on a regular basis receive an invoice unless otherwise agreed in the amount of the agreed fixed, annually adjustable (on a calendar year basis), subscription feeengagement letter and any written amendments thereto. In the event of termination the Client’s breach or anticipatory breach of payment/collateral conditions, Beierholm is entitled to withhold the ContractServices. The fee (including fees to be paid on account), costs and out-of-pocket expenses will be invoiced monthly in arrears; however, major costs and out-of-pocket expenses may be invoiced as incurred. In special situations, Beierholm reserves the right to demand prepayment or other security for the payment. The terms of payment are eight days net cash from date of invoice. In case of late payment, interest will be charged at a settlement invoice shall be prepared no later than one rate of 1.25% per month following that in which we last provided Ser- vices to the client. - In the event of termination or fraction of a Contract whereby the fees are determined on a subscription formulamonth, the subscription fees already paid unless otherwise agreed in the calendar year of termination shall be deducted from the total fees determined on an actual time spent basis in relation to the Services provided during that calendar year under the subscription formula. Services provided outside of the scope of the chosen subscription formula will always be charged according to the actual time spentengagement letter.

Fees and Invoicing. Unless otherwise determined in writing (including e-mail), the amount of the fees will be determined based on time spent. TIME SPENT - The fees are determined after completion of the Contract on the basis of the time spent by our partners, directors, employees, self-employed service providers and agents (‘the Employees’). If necessary advances can be charged. SUBSCRIPTION - If the Engagement Letter provides for a determination of the fees by applying a subscription, such a subscription fee is based on a number of key assumptions (hereinafter “Key assumptions”) such as the data included in a service offering, or assumptions such as (but not limited to): - the accuracy and completeness of the accounting records and statements of the client communicated to us, - the availability and prompt communication of accurate information and explana- tions provided by the client or his employees. CHANGED CIRCUMSTANCES - If the factual circumstances would be incompatible with our Key Assumptions, such that more work is required than that which the budget for our fee was based on, we can adjust the subscription fee in mutual agreement, or the cooperation can be terminated by us in accordance with article 15.3. b). Furthermore, in that case, the deadlines for our assignment may be revised unilaterally. - SUBSCRIPTION FEE - If the fees are payable in with the context of a subscrip- tion subscription formula, the client shall on a regular basis receive an invoice in the amount of the agreed fixed, annually adjustable (on a calendar year basis), subscription fee. Such an adjustment will be based on the retail price index. In the event of termination of the Contract, a settlement invoice shall be prepared no later than one month following that in which we last provided Ser- vices Services to the client. - In the event of termination of a Contract whereby the fees are determined on a subscription formula, the subscription fees already paid in the calendar year of termination shall be deducted from the total fees determined on an actual time spent basis in relation to the Services provided during that calendar year under the subscription formula. Services provided outside of the scope of the chosen subscription formula will always be charged according to the actual time spent.

Fees and Invoicing. Unless otherwise determined in writing (including e-mail), the amount of the fees will be determined based on time spent. TIME SPENT - The fees are determined after completion of the Contract on the basis of the time spent by our partners, directors, employees, self-employed service providers and agents (‘the Employees’). If necessary advances can be charged. SUBSCRIPTION - If the Engagement Letter provides for a determination of the fees by applying a subscription, such a subscription fee is based on a number of key assumptions (hereinafter “Key assumptions”) such as the data included in a service offering, or assumptions such as (but not limited to): - the accuracy and completeness of the accounting records and statements of the client communicated to us, - the availability and prompt communication of accurate information and explana- tions provided by the client or his employees. CHANGED CIRCUMSTANCES - If the factual circumstances would be incompatible with our Key Assumptions, such that more work is required than that which the budget for our fee was based on, we can adjust the subscription fee in mutual agreement, or the cooperation can be terminated by us in accordance with article 15.3. b). Furthermore, in that case, the deadlines for our assignment may be revised unilaterally. - SUBSCRIPTION FEE - If the fees are payable in with the context of a subscrip- tion formula, the client shall on a regular basis receive an invoice in the amount of the agreed fixed, annually adjustable (on a calendar year basis), subscription fee. Such an adjustment will be based on the retail price index. In the event of termination of the Contract, a settlement invoice shall be prepared pre- pared no later than one month following that in which we last provided Ser- vices Services to the client. - In the event of termination of a Contract whereby the fees are determined on a subscription formula, the subscription fees already paid in the calendar year of termination shall be deducted from the total fees determined on an actual time spent basis in relation to the Services provided during that calendar year under the subscription formula. Services provided outside of the scope of the chosen subscription formula will always al- ways be charged according to the actual time spent.

Fees and Invoicing. Unless otherwise determined 5.1 You must pay Dbvisit the applicable Fees as set out in writing (including e-mail), the Order Document or signed Statement of Work for all Implementation Services provided by Dbvisit. Implementation Services AgreementPage 1 5.2 If the Fees are based on an hourly consulting rate then Dbvisit may from time to time provide you with estimates of the amount of time involved in providing you with Implementation Services (and/or an estimate of the fees amount of Fees payable). Dbvisit will be determined make any such estimates in good faith, however such estimates are non- binding, and you must pay Dbvisit the Fees in respect of the total actual time spent by Dbvisit in providing you with Implementation Services regardless of any estimates given. 5.3 If the Fees are based on time spent. TIME SPENT - The fees are determined after completion of the Contract on the basis an hourly consulting rate then Dbvisit will maintain a record of the time spent by our partners, directors, employees, self-employed service providers in providing you with Assistance and agents (‘will make those records available to you on request. 5.4 In addition to the Employees’). If necessary advances can be charged. SUBSCRIPTION - If the Engagement Letter provides for a determination of the fees by applying a subscription, such a subscription fee is based on a number of key assumptions (hereinafter “Key assumptions”) such as the data included in a service offering, or assumptions such as (but not limited to): - the accuracy and completeness of the accounting records and statements of the client communicated Fees payable to us, - the availability and prompt communication of accurate information and explana- tions provided by the client or his employees. CHANGED CIRCUMSTANCES - If the factual circumstances would be incompatible with our Key Assumptions, such that more work is required than that which the budget for our fee was based on, we can adjust the subscription fee in mutual agreement, or the cooperation can be terminated by us Dbvisit in accordance with article 15.3. b). Furthermorethis Section 5, you will reimburse Dbvisit for all expenses incurred in that case, the deadlines for our assignment may be revised unilaterally. - SUBSCRIPTION FEE - If the fees are payable in providing you with the context Implementation Services, on production of a subscrip- tion formulathe applicable receipts. 5.5 To avoid doubt, if you and Dbvisit agree that Implementation Services will be provided to you at your premises or at any other location specified by you, you will reimburse Dbvisit for reasonable travel expenses incurred by Dbvisit in accordance with Section 5.4 and, if the client shall Fees are based on a regular basis receive an hourly consulting rate pay the applicable hourly rates for the time spent by Dbvisit on such travel. 5.6 Dbvisit will provide you with an invoice for all amounts due and payable under this Agreement. You must pay the sum set out in each invoice within 30 days of the date of the invoice in accordance with the electronic transfer details set out in the amount Order Document. Unless otherwise stated, all amounts payable under this Agreement: (a) are exclusive of any sales tax, goods and services tax or value added tax payable which must be paid by you, if applicable, at the agreed fixed, annually adjustable time of payment of each invoice; and (on a calendar year basis), subscription fee. In the event of termination of the Contract, a settlement invoice b) shall be prepared no later than one month following paid gross without deduction of any withholding taxes and, if subject to any withholding taxes, you shall ensure that in which we last provided Ser- vices such sum is paid to Dbvisit as shall, after deduction of any withholding tax, be equivalent to the client. - In the event of termination of a Contract whereby the fees are determined on a subscription formula, the subscription fees already paid in the calendar year of termination shall be deducted from the total fees determined on an actual time spent basis in relation to the Services provided during that calendar year under the subscription formula. Services provided outside of the scope of the chosen subscription formula will always be charged according to the actual time spentamount due.

Fees and Invoicing. Unless otherwise determined 5.1 You must pay Dbvisit the applicable Fees as set out in writing (including e-mail), the Order Document or signed Statement of Work for all Implementation Services provided by Dbvisit. 5.2 If the Fees are based on an hourly consulting rate then Dbvisit may from time to time provide you with estimates of the amount of time involved in providing you with Implementation Services (and/or an estimate of the fees amount of Fees payable). Dbvisit will be determined make any such estimates in good faith, however such estimates are non-binding, and you must pay Dbvisit the Fees in respect of the total actual time spent by Dbvisit in providing you with Implementation Services regardless of any estimates given. 5.3 If the Fees are based on time spent. TIME SPENT - The fees are determined after completion of the Contract on the basis an hourly consulting rate then Dbvisit will maintain a record of the time spent by our partners, directors, employees, self-employed service providers in providing you with Assistance and agents (‘will make those records available to you on request. 5.4 In addition to the Employees’). If necessary advances can be charged. SUBSCRIPTION - If the Engagement Letter provides for a determination of the fees by applying a subscription, such a subscription fee is based on a number of key assumptions (hereinafter “Key assumptions”) such as the data included in a service offering, or assumptions such as (but not limited to): - the accuracy and completeness of the accounting records and statements of the client communicated Fees payable to us, - the availability and prompt communication of accurate information and explana- tions provided by the client or his employees. CHANGED CIRCUMSTANCES - If the factual circumstances would be incompatible with our Key Assumptions, such that more work is required than that which the budget for our fee was based on, we can adjust the subscription fee in mutual agreement, or the cooperation can be terminated by us Dbvisit in accordance with article 15.3. b). Furthermorethis Section 5, you will reimburse Dbvisit for all expenses incurred in that case, the deadlines for our assignment may be revised unilaterally. - SUBSCRIPTION FEE - If the fees are payable in providing you with the context Implementation Services, on production of a subscrip- tion formulathe applicable receipts. 5.5 To avoid doubt, if you and Dbvisit agree that Implementation Services will be provided to you at your premises or at any other location specified by you, you will reimburse Dbvisit for reasonable travel expenses incurred by Dbvisit in accordance with Section 5.4 and, if the client shall Fees are based on a regular basis receive an hourly consulting rate pay the applicable hourly rates for the time spent by Dbvisit on such travel. 5.6 Dbvisit will provide you with an invoice for all amounts due and payable under this Agreement. You must pay the sum set out in each invoice within 30 days of the date of the invoice in accordance with the electronic transfer details set out in the amount Order Document. Unless otherwise stated, all amounts payable under this Agreement: (a) are exclusive of any sales tax, goods and services tax or value added tax payable which must be paid by you, if applicable, at the agreed fixed, annually adjustable time of payment of each invoice; and (on a calendar year basis), subscription fee. In the event of termination of the Contract, a settlement invoice b) shall be prepared no later than one month following paid gross without deduction of any withholding taxes and, if subject to any withholding taxes, you shall ensure that in which we last provided Ser- vices such sum is paid to Dbvisit as shall, after deduction of any withholding tax, be equivalent to the client. - In the event of termination of a Contract whereby the fees are determined on a subscription formula, the subscription fees already paid in the calendar year of termination shall be deducted from the total fees determined on an actual time spent basis in relation to the Services provided during that calendar year under the subscription formula. Services provided outside of the scope of the chosen subscription formula will always be charged according to the actual time spentamount due.